Exhibit 10.29


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.


 


CALLABLE SECURED CONVERTIBLE NOTE


 


	Folsom, California	 
	May 12, 2015	$40,000


  


FOR VALUE RECEIVED,
MyECheck Inc., a Wyoming corporation (hereinafter called the “Borrower”), hereby promises to pay to the
order of Charlie Abujudeh or registered assigns (the “Holder”) the sum of Forty Thousand Dollars ($40,000),
on May 12, 2016 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate
of ten percent (10%) (the “Interest Rate”) per annum from May 12, 2015 (the “Issue Date”)
until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  Any amount
of principal and/or interest on this Note which is not paid when due shall bear interest at the rate of fifteen percent (15%) per
annum from the due date thereof until the same is paid (“Default Interest”).  Interest shall commence accruing
on the Issue Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable
quarterly. All payments due hereunder (to the extent not converted into common stock, $.001 per share (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America.  All payments shall be
made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions
of this Note.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business
day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment
date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account
for purposes of determining the amount of interest due on such date.  As used in this Note, the term “business day”
shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Folsom, California are authorized
or required by law or executive order to remain closed.


 


This Note is free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.  The following
terms shall apply to this Note:


 




     


     


    

  


Article
I. CONVERSION RIGHTS


 


1.1Conversion
Right.  The Holder shall have the right from time to time, and at any time on or prior to the earlier of (i) the Maturity
Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III,
the Optional Prepayment Amount (as defined in Section 5.1 or any payments pursuant to Section 1.7, each in respect of the remaining
outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note
into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion
price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of
this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion
of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion
or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock and provided further
that the Holder shall not be entitled to convert any portion of this Note during any month immediately succeeding a Determination
Date on which the Borrower exercises its prepayment option pursuant to Section 5.2 of this Note.  For purposes of the proviso
to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. 
The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion
Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion,
in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder
in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile (or by other means resulting
in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., Anaheim, California time on such conversion
date (the “Conversion Date”).  The term “Conversion Amount” means, with respect to any
conversion of this Note, the sum of (1) the unpaid principal amount of this Note to be converted in such conversion plus
(2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion
Date, provided, however, that the Borrower shall have the right to pay any or all interest in cash plus (3) Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).   The term “Determination
Date” means the last business day of each month after the Issue Date.


 


1.2Conversion
Price.


 


(a)Calculation
of Conversion Price.  The Common Stock to the Holder shall be restricted pursuant to SEC Rule 144 with a twelve month
waiting period. The Conversion Price shall be the Conversion Price (as defined herein) (subject, in each case, to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or
the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions
and similar events), calculated as follows, of which the lowest Conversion Price shall be used at
the election of the Holder:


 


(i) 70% of the Trading Price
of the Borrower’s Common Stock on the above-defined Issue Date.  “Trading Price” means, for any security
as of any date, the closing trading price of such security of any market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc. or OTC Markets Group, or


 


(ii)  The Trading Price of
the Borrower’s Common Stock on the Conversion Date as defined herein.


 




     


     


    

  


(b)Trading
Floor.  The lowest price that the holder can covert (including discount) is $0.001 per share.


 


(c)Conversion
Price During Major Announcements. 


Notwithstanding anything
contained in Section 1.2(a) to the contrary, in the event (i) the Borrower makes a public announcement that it intends to consolidate
or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and
its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person,
group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common
Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to
as the  “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and
continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion
Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would
otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined
as set forth in this Section 1.2(a).  For purposes hereof,  “Adjusted Conversion Price Termination Date”
shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated
by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group
or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed
transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.


 


1.3Authorized
Shares.  The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note.  The Borrower is required at all times to have authorized and reserved
two times the number of shares that is actually issuable upon full conversion of the Notes (based on the Conversion Price of the
Notes in effect from time to time) (the “Reserved Amount”).  The Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable.  In addition, if the Borrower shall issue any
securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes
shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of the outstanding Notes.  The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute
full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


 


1.4Method
of Conversion.


 


(a)Mechanics
of Conversion.  Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from
time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile or other reasonable
means of communication dispatched on the Conversion Date prior to 6:00 p.m., Anaheim, California time) and (B) subject to
Section 1.4(b), surrendering this Note at the principal office of the Borrower. 


 




     


     


    

  


(b)Surrender
of Note Upon Conversion.  Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless
the entire unpaid principal amount and unpaid interest of this Note is so converted.  The Holder and the Borrower shall maintain
records showing the amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory
to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.  In the event
of any dispute or discrepancy, such records of the Borrower shall be controlling and determinative in the absence of manifest error. 
Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless
the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon
the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer
taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note.  The Holder and any
assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the
amount stated on the face hereof.


 


(c)Payment
of Taxes.  The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount
of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.


 


(d)Delivery
of Common Stock Upon Conversion.  Upon receipt by the Borrower from the Holder of a facsimile transmission (or other
reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for
the Common Stock issuable upon such conversion within three (3) business days after such receipt (and, solely in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) (such third business day being hereinafter referred to as
the “Deadline”).


 


(e)Obligation
of Borrower to Deliver Common Stock.  Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be
deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount
of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its
obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate
except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. 
If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver
the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder
to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder
of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of
any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion.  The Conversion Date specified in the Notice of Conversion shall be the
Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Anaheim, California, on such
date.


 




     


     


    




 


(f)Failure
to Deliver Common Stock Prior to Deadline.  Without in any way limiting the Holder’s right to pursue other remedies,
including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion
of this Note is more than five (5) business days after the Deadline (other than a failure due to the circumstances described in
Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $200 per day in cash,
for each day beyond the Deadline that the Borrower fails to deliver such Common Stock.  Such cash amount shall be paid to
Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice
to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount
of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal
amount shall be convertible into Common Stock in accordance with the terms of this Note.


 


1.5Concerning
the Shares.  The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless 
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of legal counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or
a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined
in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who
is an Accredited Investor (as defined by Rule 144 or the SEC).  Until such time as the shares of Common Stock issuable upon
conversion of this Note have been registered under the Act as contemplated by the Registration Rights Agreement or otherwise may
be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective
registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal
of the legend, shall bear a legend substantially in the following form, as appropriate:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.”


 




     


     


    

  


The legend set forth
above shall be removed and the Borrower shall issue to the Holder a new certificate therefor free of any transfer legend if (i)
the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act and the shares are so sold or transferred, (ii) such Holder provides the Borrower or its transfer agent with reasonable
assurances that the Common Stock issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired
on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of this Note,
such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may
be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold.  Nothing in this Note shall (i) limit the Borrower’s obligation under the Registration Rights Agreement or (ii)
affect in any way the Holder’s obligations to comply with applicable prospectus delivery requirements upon the resale of
the securities referred to herein.


 


1.6Effect
of Certain Events.


 


(a)Effect
of Merger, Consolidation, Etc.  At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: 
(i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to
the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in
Article III) or (ii) be treated pursuant to Section 1.6(b) hereof.  “Person” shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b)Adjustment
Due to Merger, Consolidation, Etc.  If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares
of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all
or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower,
then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,
such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted
in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such
case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof.  The Borrower shall not effect any transaction described in this
Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at
least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there
is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or
other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting
successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). 
The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 




     


     


    

  


(c)Adjustment
Due to Distribution.  If the Borrower shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such
assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had
such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to
such Distribution.


 


(d)Purchase
Rights.  If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the
record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number
of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained
herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no
such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.


 


(e)Notice
of Adjustments.  Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.  The Borrower shall, upon the written request at any time of the Holder,
furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time
in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon conversion of the Note.


 


1.7Status
as Shareholder.  Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than
the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved
Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder
of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms  of this Note.  Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect
to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a
holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to
such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder
or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. 
In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion
Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section
1.3) for the Borrower’s failure to convert this Note.


 




     


     


    

  


Article
II. CERTAIN COVENANTS


 


2.1Distributions
on Capital Stock.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or
other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares
of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.


 


2.2Restriction
on Stock Repurchases.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other
securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or
any warrants, rights or options to purchase or acquire any such shares.


 


2.3Borrowings. 
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
create, incur, assume or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the
date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors
or financial institutions incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to
repay this Note.


 


2.4Sale
of Assets.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary
course of business.  Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of
disposition.


 


2.5Advances
and Loans.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including,
without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances
(a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof,
(b) made in the ordinary course of business or (c) not in excess of $50,000.


 


2.6Contingent
Liabilities.  So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, which shall not be unreasonably withheld, assume, guarantee, endorse, contingently agree to purchase
or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement
of negotiable instruments for deposit or collection and except assumptions, guarantees, endorsements and contingencies (a) in existence
or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, and (b) similar
transactions in the ordinary course of business. 


 




     


     


    

 


Article
III. EVENTS OF DEFAULT


 


If any of the following
events of default (each, an “Event of Default”) shall occur:


 


3.1Failure
to Pay Principal or Interest.  The Borrower fails to pay the principal hereof or interest thereon when due on this
Note, whether at maturity, upon a Trading Market Prepayment Event pursuant to Section 1.7, upon acceleration or otherwise;


 


3.2Conversion
and the Shares.  The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens that
it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Note (for a period of at least sixty (60) days, if such failure is solely as a result of the circumstances governed
by Section 1.3 and the Borrower is using its best efforts to authorize a sufficient number of shares of Common Stock as soon as
practicable), fails to transfer or cause its transfer agent to transfer (electronically or in certificated form) any certificate
for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this
Note, or fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate
for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note (or makes any announcement, statement or threat that it does not intend to honor the obligations described in this
paragraph) and any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall
not be rescinded in writing) for ten (10) days after the Borrower shall have been notified thereof in writing by the Holder;


 


3.3Breach
of Covenants.  The Borrower breaches any material covenant or other material term or condition (including especially
in Sections 1.3, 1.6 or 1.7) of this Note, and such breach continues for a period of ten (10) calendar days after written notice
thereof to the Borrower from the Holder;


 


3.4Breach
of Representations and Warranties.  Any representation or warranty of the Borrower made herein or in any agreement,
statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any material
respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of
the Holder with respect to this Note;


 


3.5Receiver
or Trustee.  The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed;


 


3.6Judgments. 
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld;


 


3.7Bankruptcy. 
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower, unless such proceeding
shall be stayed within thirty (30) days; or


 




     


     


    

  


3.8Delisting
of Common Stock.  The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB
or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or
the American Stock Exchange.


 


 


Article
IV. MISCELLANEOUS


 


4.1Failure
or Indulgence Not Waiver.  No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


4.2Notices. 
Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or
sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone
line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with
postage pre-paid and properly addressed, if sent by mail. 


 


4.3Amendments. 
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. 
The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4Assignability. 
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns.  Each transferee of this Note must be an “accredited investor” (as defined in Rule
501(a) of the 1933 Act).  Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.


 


4.5Cost
of Collection.  If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of
collection, including reasonable attorneys’ fees.  In the event any action or litigation should be commenced to enforce
or declare rights, duties, and/or obligations under this Note, the Party prevailing in such matter shall be entitled, in addition
to such relief as may be granted, to a reasonable sum as and for attorney’s fees, as well as actual costs and expenses, arising
from such actions or litigations.


 




     


     


    

 


4.6Governing
Law.  THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. 
THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA
WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. 
BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL
MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES,
INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 


4.7Certain
Amounts.  Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal
amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such
interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note
may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and
is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale
of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note.  The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.


 


4.8Allocations
of Maximum Share Amount and Reserved Amount.  The Maximum Share Amount and Reserved Amount shall be allocated pro
rata among the Holders of Notes based on the principal amount of such Notes issued to each Holder.  Each increase to the Maximum
Share Amount and Reserved Amount shall be allocated pro rata among the Holders of Notes based on the principal amount of such Notes
held by each Holder at the time of the increase in the Maximum Share Amount or Reserved Amount.  In the event a Holder shall
sell or otherwise transfer any of such Holder’s Notes, each transferee shall be allocated a pro rata portion of such transferor’s
Maximum Share Amount and Reserved Amount.  Any portion of the Maximum Share Amount or Reserved Amount which remains allocated
to any person or entity which does not hold any Notes shall be allocated to the remaining Holders of Notes, pro rata based on the
principal amount of such Notes then held by such Holders.


 


4.9Damages
Shares.  The shares of Common Stock that may be issuable to the Holder pursuant to Sections 1.3 and 1.4(g) hereof
and pursuant to Section 2(c) of the Registration Rights Agreement (“Damages Shares”) shall be treated as Common
Stock issuable upon conversion of this Note for all purposes hereof and shall be subject to all of the limitations and afforded
all of the rights of the other shares of Common Stock issuable hereunder, including without limitation, the right to be included
in the Registration Statement filed pursuant to the Registration Rights Agreement.  For purposes of calculating interest payable
on the outstanding principal amount hereof, except as otherwise provided herein, amounts convertible into Damages Shares (“Damages
Amounts”) shall not bear interest but must be converted prior to the conversion of any outstanding principal amount hereof,
until the outstanding Damages Amounts is zero.


 




     


     


    

  


4.10Time
is of the essence regarding all acts to be performed hereunder.


 


Waiver
by Borrower.  The Borrower hereby waives demand, notice, presentment, protest and notice of dishonor.


 


4.11Waiver
by Borrower.  The Borrower hereby waives demand, notice, presentment, protest and notice of dishonor.


 


4.12Remedies. 
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby.  Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach
by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer this 12th day of May, 2015.


 


	 	MyECheck, Inc.
	 	 
	 	By:	/s/ Edward R. Starrs
	 	 	Edward R. Starrs
	 	 	Chief Executive Officer


 




     


     


    

  


EXHIBIT A


 


NOTICE OF CONVERSION


 


(To be Executed by the Registered Holder
in order to Convert the Debenture)


 


The undersigned hereby irrevocably
elects to convert $ __________ of the principal and/or interest amount of the included Debenture into ________________ Shares of
Common Stock of MyECheck, Inc. according to the conditions hereof, as of the date written below.


 


Date of Conversion* _____________________________________________________________


 


Conversion Price * ____________________________________________________


 


Accrued
Interest_______________________________________________________________________


 


Signature_____________________________________________________________________


 


           
[Name]


 


Address:______________________________________________________________________


 


             
_______________________________________________________________________


 


*If such conversion represents the
remaining principal balance of the Debenture, the original Debenture must accompany this notice within three Trading Days.