THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS ANIBNDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


LG CAPITAL FUNDING, LLC


COLLATERALIZED SECURED PROMISSORY NOTE


BACK END NOTE


 


	$78,750.00	Brooklyn, NY
	 	November 18, 2014


 


1.                  
Principal and Interest


 


FOR VALUE RECEIVED, LG
Capital Funding, LLC, a New York Limited Liability Company (the "Company") hereby absolutely and unconditionally promises
to pay to Well Power, Inc. (the "Lender"), or order, the principal amount of Seventy Eight Thousand Seven Hundred Fifty
Dollars ($78,750.00) no later than July 18, 2015, unless the Lender does not meet the "current information requirements"
required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued
by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under
this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest
at the rate of 8%.


 


2.                  
Repayments and Prepayments; Security.


 


a.                                      
All principal under this Note shall be due and payable no later than July 18, 2015, unless
the Lender does not meet the "current information requirement s" required under Rule 144 of the Securities Act of 1933,
as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default
(as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under
the offsetting note.


 


b.                                      
The Company may pay this Note at any time. This note may not be assigned by the Lender, except
by operation of law.


 


c.                                       
This Note shall initially be secured by the pledge of the $78,750.00 8% convertible promissory
note issued to the Company by the Lender on even date herewith (the "Lender Note"). The Company may exchange this
collateral for other collateral with an appraised value of at least $78,750.00, by providing 3 days prior written notice to the
Lender. If the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral
shall be deemed to have been accepted by the Lender. All collateral shall be retained by New Venture Attorneys, P.C., which
shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under
the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.


 


 


3.                                        
Events of Default; Acceleration.


 


a.                      
The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence
and during the continuance of any of the following events (each, an "Event of Default"): the initiation of any bankruptcy,
insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company
for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and
all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender
under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.


 


b.                      
No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law
or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise
any and all remedies available to it under law.


 



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4.                  
Notices.


 


a.                  
All notices, reports and other communications required or permitted hereunder shall be in
writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which
event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender's
address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall
have furnished the Lender(s) in writing.


 


b.                  
Each such notice, report or other communication shall for all purposes under this Note be
treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt
or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed
and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.


 


5.                  
Miscellaneous.


 


a.                  
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated
orally, but only by a signed statement in writing.


 


b.                  
No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege.
The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note
expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser
and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice
of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution,
exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.


 


c.                  
If Lender retains an attorney for collection of this Note, or if any suit or proceeding is
brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company
agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without
limitation, reasonable attorneys' fees.


 


d.                  
This Note shall for all purposes be governed by, and construed in accordance with the laws
of the State of New York (without reference to conflict of laws).


 


e.                  
This Note shall be binding upon the Company's successors and assigns, and shall inure to the
benefit of the Lender's successors and assigns.


 


IN WITNESS WHEREOF, the
Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.


 


 


LG CAPITAL FUNDING, LLC


By: /s/ Authorized Signatory


Title:


 


APPROVED:


 


WELL POWER, INC.


 


By: /s/ Dan Patience


Title: President




 






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