9th January 2013


 


Harmonic Energy Inc., a Nevada corporation
(“Borrower”), having an office at 3rd Floor, 207 Regent Street, London, United Kingdom, W1B 3HH, promises to
pay to the order of Legacy Global Markets, 31 The Strand, 46 Canal Point Drive, Grand Cayman, or assigns (collectively, "Lender"),
the principal sum of FIFTY THOUSAND DOLLARS ($50,000), on 9th January 2014 (the "Maturity Date"), or
such earlier date as may be required under the terms of this Promissory Note (hereinafter the "Note"), together
with interest thereon, calculated with respect to each advance hereunder from and including the date of such advance, at the Interest
Rate (hereinafter defined) on the unpaid balance payable as hereinafter set forth. For purposes of this Note, "Business
Day" shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in London, United Kingdom,
are authorized or required to close.


 


This Note evidences the Loan (the
“Loan”). The Borrower may pay and prepay the Loan in accordance with and subject to the terms and conditions
of this Note up to and including the Maturity Date.


 


		1.	Payment of Principal and Interest.



 


1.1 From the date of
this Note, unpaid principal shall accrue simple interest at a rate of eight percent (8.00%) per annum or, if less, the maximum
rate allowed by applicable law, subject to adjustment as set forth in this Note ("Interest Rate"). Interest on
the outstanding principal balance due hereunder shall be computed on the basis of "a 365 day year for the actual number of
days elapsed" and shall be payable in accordance with the terms hereof.


 


1.2 Notwithstanding
the Interest Rate, interest in the amount of FOUR THOUSAND DOLLARS ($4,000), representing a full year of interest at the Interest
Rate defined in Section 1.1 hereof, shall be due and payable on the Maturity Date, together with principal repayment, or earlier
if this Note shall be prepaid.


 


1.3 Principal and interest shall
be payable in lawful money of the United States.


 


1.4 Upon the commencement
of an Event of Default as described in Section 3 of this Note, then, without any notice to Borrower or any other act by Lender,
the entire principal amount of this Note shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by Borrower.


 


		2.	Prepayment.



 


2.1 The Loan, any or
all of the interest due pursuant to the terms of this Note, or any combination of principal and interest, may be prepaid in whole,
or in part, without premium or penalty on any Business Day.


 


2.2 Upon payment in
full of the unpaid principal balance of this Note and all accrued and unpaid interest, this Note shall be cancelled and shall thereupon
cease, terminate and become void, and Lender shall execute such documents as may be necessary or convenient to accomplish such
effect.




    	1



    	 



    

		3.	Event of Default 



 


3.1. This Note and
all sums outstanding or accrued hereunder, whether or not then due and owing shall, at the option of the Lender, exercisable in
its sole and arbitrary discretion, be immediately due and payable upon the failure of the Borrower to make payments of principal
and interest or other amounts required hereunder within ten (10) days after the due date thereof as set forth herein, after the
expiration of any applicable grace, notice or cure period. The following events are “Events of Default” under
this Note:


 


3.2. Default shall
be made by the Borrower in the payment of principal or interest when and as the same shall become due and payable;


 


3.3. The Borrower shall
be involved in financial difficulties as evidenced by: (i) the Borrower filing a petition in bankruptcy or for reorganization or
for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief
therein provided; (ii) the Borrower making a general assignment for the benefit of its creditors; (iii) the Borrower consenting
to the appointment of a receiver or trustee for all or a substantial part of the property of the Borrower or approving as filed
in good faith a petition filed against the Borrower under said Bankruptcy Code.


 


3.4. The Borrower makes
any material misrepresentation or material misstatement in any warranty or representation in this Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed the
foregoing instrument as of the day and year first above written.


 


	BORROWER:	Harmonic Energy, Inc.,
		By: /s/ Jamie Mann
		Name: Jamie Mann
		Title: CEO
	 	
	LENDER:	Legacy Global Markets
		By: /s/ Greg Smith


 








    	2