EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 29, 2018 (the “ Effective Date ”), by and between Holly Brothers Pictures, Inc., a Nevada corporation (the “ Company ”), and Brent Willson (“ Executive ”, and the Company and the Executive collectively referred to herein as the “ Parties ”).

WITNESSETH :

WHEREAS, the Company desires to hire Executive and to employ him as the Company’s Chief Executive Officer (“ CEO ”) commencing on the date hereof, and the Parties desire to enter into this Agreement embodying the terms of such employment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

1.

Title and Job Duties .

(a)

Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as CEO.  Executive shall report directly to the Board of Directors of the Company (the “ Board ”).

(b)

Executive accepts such employment and agrees, during the term of his employment, to devote his business and professional time and energy to the Company, and agrees faithfully to perform his duties and responsibilities in an efficient, trustworthy and business-like manner.  Executive also agrees that the Board shall determine from time to time such other duties as may be assigned to him.  Executive agrees to carry out and abide by such directions of the Board.

(c)

Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Company, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder.  The foregoing limitation shall not apply to Executive’s involvement in associations, charities and service on another entity’s board of directors, provided such involvement does not interfere with Executives responsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved by the Company).

2.

Salary and Additional Compensation .

(a)

Base Salary .  The Company shall pay to Executive an annual base salary of (“ Base Salary ”) of $150,000 which amount will be paid in accordance with the Company’s normal payroll procedures.

(b)

Stock Grant .  Contemporaneous with the Executive’s execution of this Agreement, Executive will purchase 750,000 shares of Company common stock at a purchase price of $0.001 per share (the “ Purchased Shares ”). If Executive’s employment with the Company is terminated, either by the Company for any reason or due to a Voluntary Resignation (as defined herein), death or Disability of Executive, the Company shall have the right to repurchase from Executive at a purchase price of $0.05 per share such number of Purchased Shares as is equal to 750,000 multiplied by “X” divided by 36, where “X” equals 36 minus the number of whole months Executive has provided services to the Company pursuant to this Agreement; provided further that if the Company terminates the Executive for “Cause” all Purchased Shares may be repurchased by the Company for the initial purchase price paid by Executive.

3.

Expenses .  In accordance with Company policy, the Company shall reimburse Executive for all reasonable association fees, professional related expenses (certifications, licenses and continuing professional education) and business expenses properly and necessarily incurred and paid by Executive in the performance of his duties under this Agreement, upon his presentment of detailed receipts in the form required by the Company’s policy.  Notwithstanding the foregoing, all expenses must be promptly submitted for reimbursement by the Executive.  In no event shall any reimbursement be paid by the Company after the end of the year following the year in which the expense is incurred by the Executive.

4.

Benefits .

(a)

Vacation .  The Executive shall be entitled to reasonable vacation time and to utilize such vacation as the Executive shall determine; provided however, that the Executive shall evidence reasonable judgment with regard to appropriate vacation scheduling.

(b)

Health Insurance and Other Plans . Executive shall be eligible to participate in the Company’s medical, dental and other employee benefit programs, if any, that are provided by the Company for its employees at Executive’s level in accordance with the provisions of any such plans, as the same may be in effect from time to time.

5.

Term .  The Executive shall be employed as an at-will employee. The term of this Agreement will commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below.

6.

Termination .

(a)

Termination at the Company’s Election .  

(i)

For Cause .  At the election of the Company, Executive’s employment may be terminated at any time for Cause (as defined below) upon written notice to Executive given pursuant to Section 12 of this Agreement.  For purposes of this Agreement, “ Cause ” for termination shall mean that Executive: (A) pleads “guilty” or “no contest” to, or is convicted of an act which is defined as a felony under federal or state law, or is indicted or formally charged with acts involving criminal fraud or embezzlement; (B) in carrying out his duties, engages in conduct that constitutes gross negligence or willful misconduct; (C) engages in substantiated fraud, misappropriation or embezzlement against the Company; (D) engages in any inappropriate or improper conduct that causes material harm to the reputation of the Company; or (E) materially breaches any term of this Agreement.  With respect to subsection (E) of this section, to the extent such material breach may be cured, the Company shall provide Executive with written notice of the material breach and Executive shall have ten (10) days to cure such breach.

(ii)

Upon Disability, Death or Without Cause .  At the election of the Company, Executive’s employment may be terminated: (A) should Executive have a physical or mental impairment that substantially limits a major life activity and Executive is unable to perform the essential functions of his job with or without reasonable accommodation (“ Disability ”); (B) upon Executive’s death; or (C) with fifteen (15) days prior written notice, at any time without Cause for any or no reason.

(b)

Termination at Executive’s Election .  Notwithstanding anything contained elsewhere in this Agreement to the contrary, Executive may terminate his employment hereunder at any time and for any reason, upon fifteen (15) days’ prior written notice given pursuant to Section 12 of this Agreement (“ Voluntary Resignation ”), provided that upon notice of resignation, the Company may terminate Executive’s employment immediately and pay Executive fifteen (15) days’ Base Salary in lieu of notice.

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(c)

Termination in General .  If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive:  (i) any unpaid Base Salary through the date of employment termination, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (iii) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

(c)

Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“ Creations ”), conceived or made by him alone or with others at any time during his employment.  Executive agrees that the Company owns all such Creations, conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable.  These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company.  Executive understands that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation (a) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities; or (b) results in any way from his work at the Company.

(d)

Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company.

(e)

Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations.  Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Creations.  Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph.

11.

Injunctive Relief .  Without limiting the remedies available to the Company, Executive acknowledges that a breach of any of the covenants contained in Sections 8 and 9 above may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, the Company shall be entitled, without the requirement to post bond or other security, to seek a temporary restraining order and/or injunction restraining Executive from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce any of the covenants in Sections 8 and 9 of this Agreement.

19.

Entire Agreement .  This Agreement embodies all of the representations, warranties, covenants, understandings and agreements between the Parties relating to Executive’s employment with the Company.  No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to Executive’s employment.  This Agreement shall supersede all prior agreements, written or oral, relating to Executive’s employment.  This Agreement may not be amended or modified except by a writing signed by the Parties.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date first written above.

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 29, 2018 (the “ Effective Date ”), by and between Holly Brothers Pictures, Inc., a Nevada corporation (the “ Company ”), and Steve Bond (“ Executive ”, and the Company and the Executive collectively referred to herein as the “ Parties ”).

WITNESSETH :

WHEREAS, the Company desires to hire Executive and to employ him as the Company’s Chief Financial Officer (“ CFO ”) commencing on the date hereof, and the Parties desire to enter into this Agreement embodying the terms of such employment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the Parties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

1.

Title and Job Duties .

(a)

Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as CFO.  Executive shall report directly to the Board of Directors of the Company (the “ Board ”).

(b)

Executive accepts such employment and agrees, during the term of his employment, to devote his business and professional time and energy to the Company, and agrees faithfully to perform his duties and responsibilities in an efficient, trustworthy and business-like manner.  Executive also agrees that the Board shall determine from time to time such other duties as may be assigned to him.  Executive agrees to carry out and abide by such directions of the Board.

(c)

Without limiting the generality of the foregoing, Executive shall not, without the written approval of the Company, render services of a business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation or otherwise, during his employment hereunder.  The foregoing limitation shall not apply to Executive’s involvement in associations, charities and service on another entity’s board of directors, provided such involvement does not interfere with Executives responsibilities (and as it pertains to any service on another entity’s board of directors, provided such action is pre-approved by the Company).

2.

Salary and Additional Compensation .

(a)

Base Salary .  The Company shall pay to Executive an annual base salary of (“ Base Salary ”) of $100,000 which amount will be paid in accordance with the Company’s normal payroll procedures.

(b)

Stock Grant .  Contemporaneous with the Executive’s execution of this Agreement, Executive will purchase 250,000 shares of Company common stock at a purchase price of $0.001 per share (the “ Purchased Shares ”). If Executive’s employment with the Company is terminated, either by the Company for any reason or due to a Voluntary Resignation (as defined herein), death or Disability of Executive, the Company shall have the right to repurchase from Executive at a purchase price of $0.05 per share such number of Purchased Shares as is equal to 250,000 multiplied by “X” divided by 36, where “X” equals 36 minus the number of whole months Executive has provided services to the Company pursuant to this Agreement; provided further that if the Company terminates the Executive for “Cause” all Purchased Shares may be repurchased by the Company for the initial purchase price paid by Executive.

3.

Expenses .  In accordance with Company policy, the Company shall reimburse Executive for all reasonable association fees, professional related expenses (certifications, licenses and continuing professional education) and business expenses properly and necessarily incurred and paid by Executive in the performance of his duties under this Agreement, upon his presentment of detailed receipts in the form required by the Company’s policy.  Notwithstanding the foregoing, all expenses must be promptly submitted for reimbursement by the Executive.  In no event shall any reimbursement be paid by the Company after the end of the year following the year in which the expense is incurred by the Executive.

4.

Benefits .

(a)

Vacation .  The Executive shall be entitled to reasonable vacation time and to utilize such vacation as the Executive shall determine; provided however, that the Executive shall evidence reasonable judgment with regard to appropriate vacation scheduling.

(b)

Health Insurance and Other Plans . Executive shall be eligible to participate in the Company’s medical, dental and other employee benefit programs, if any, that are provided by the Company for its employees at Executive’s level in accordance with the provisions of any such plans, as the same may be in effect from time to time.

5.

Term .  The Executive shall be employed as an at-will employee. The term of this Agreement will commence on the Effective Date hereof and shall continue until terminated by either party in accordance with Section 6 below.

6.

Termination .

(a)

Termination at the Company’s Election .  

(i)

For Cause .  At the election of the Company, Executive’s employment may be terminated at any time for Cause (as defined below) upon written notice to Executive given pursuant to Section 12 of this Agreement.  For purposes of this Agreement, “ Cause ” for termination shall mean that Executive: (A) pleads “guilty” or “no contest” to, or is convicted of an act which is defined as a felony under federal or state law, or is indicted or formally charged with acts involving criminal fraud or embezzlement; (B) in carrying out his duties, engages in conduct that constitutes gross negligence or willful misconduct; (C) engages in substantiated fraud, misappropriation or embezzlement against the Company; (D) engages in any inappropriate or improper conduct that causes material harm to the reputation of the Company; or (E) materially breaches any term of this Agreement.  With respect to subsection (E) of this section, to the extent such material breach may be cured, the Company shall provide Executive with written notice of the material breach and Executive shall have ten (10) days to cure such breach.

(ii)

Upon Disability, Death or Without Cause .  At the election of the Company, Executive’s employment may be terminated: (A) should Executive have a physical or mental impairment that substantially limits a major life activity and Executive is unable to perform the essential functions of his job with or without reasonable accommodation (“ Disability ”); (B) upon Executive’s death; or (C) with fifteen (15) days prior written notice, at any time without Cause for any or no reason.

(b)

Termination at Executive’s Election .  Notwithstanding anything contained elsewhere in this Agreement to the contrary, Executive may terminate his employment hereunder at any time and for any reason, upon fifteen (15) days’ prior written notice given pursuant to Section 12 of this Agreement (“ Voluntary Resignation ”), provided that upon notice of resignation, the Company may terminate Executive’s employment immediately and pay Executive fifteen (15) days’ Base Salary in lieu of notice.

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(c)

Termination in General .  If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive:  (i) any unpaid Base Salary through the date of employment termination, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (iii) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

(c)

Executive will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“ Creations ”), conceived or made by him alone or with others at any time during his employment.  Executive agrees that the Company owns all such Creations, conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns and agrees to assign to the Company all rights he has or may acquire therein and agrees to execute any and all applications, assignments and other instruments relating thereto which the Company deems necessary or desirable.  These obligations shall continue beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his employment with the Company.  Executive understands that the obligation to assign Creations to the Company shall not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies, facilities, and/or Confidential Information unless such Creation (a) relates in any way to the business or to the current or anticipated research or development of the Company or any of its Affiliated Entities; or (b) results in any way from his work at the Company.

(d)

Executive will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company.

(e)

Executive agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States and foreign countries) relating to such Creations.  Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Creations.  Executive further agrees that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations, under the conditions described in this paragraph.

11.

Injunctive Relief .  Without limiting the remedies available to the Company, Executive acknowledges that a breach of any of the covenants contained in Sections 8 and 9 above may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, the Company shall be entitled, without the requirement to post bond or other security, to seek a temporary restraining order and/or injunction restraining Executive from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce any of the covenants in Sections 8 and 9 of this Agreement.

19.

Entire Agreement .  This Agreement embodies all of the representations, warranties, covenants, understandings and agreements between the Parties relating to Executive’s employment with the Company.  No other representations, warranties, covenants, understandings, or agreements exist between the Parties relating to Executive’s employment.  This Agreement shall supersede all prior agreements, written or oral, relating to Executive’s employment.  This Agreement may not be amended or modified except by a writing signed by the Parties.

[ Signature page follows ]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date first written above.

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (this “ Agreement ”) is entered into as of February 1, 2018, by and among Holly Brothers Pictures, Inc., a Nevada corporation (the “ Company ”), PBC Group, LLC and Black Car, Inc. (collectively, the “ Members ”), and Power Blockchain LLC (“ Power Blockchain ”), each a “ Party ” and collectively the “ Parties ”, upon the following premises:

WHEREAS , the Members collectively own 100% of the issued and outstanding membership interests of Power Blockchain (the “ Membership Interests ”);

WHEREAS , the Company desires to acquire the Membership Interests in exchange for a 5% convertible promissory notes in aggregate principal amount of $2,200,000.00 (the “ Notes ”), in the form attached as Exhibit A hereto which Notes are convertible into newly issued shares of common stock, $0.001 par value of the Company (“ Common Stock ”) at an initial conversion price of $0.13 per share on the terms and conditions set forth in the Notes and herein (the “ Exchange Offer ” or the “ Exchange ”), so that Power Blockchain will become a wholly-owned subsidiary of the Company; and

WHEREAS , the Members desire to exchange all of their Membership Interests in Power Blockchain in exchange for the Notes pursuant to the terms hereof.

NOW THEREFORE , on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF

POWER BLOCKCHAIN AND THE MEMBERS

As an inducement to and to obtain the reliance of the Company, Power Blockchain and the Members represent and warrant as follows:

Section 1.01

Organization . Power Blockchain is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Wyoming. Power Blockchain has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualifications to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business.

Section 1.02

Capitalization . The Members holds 100% of the issued and outstanding Membership Interests of Power Blockchain. There are no other outstanding securities of Power Blockchain and upon the consummation of the transactions contemplated herein Power Blockchain will become a wholly-owned subsidiary of the Company. All issued and outstanding Membership Interests of Power Blockchain are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 1.03

Acquisition of the Notes by the Members .

(a)

The Members are acquiring the Notes (as defined in Section 3.01 ), for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “ Securities Act ”), in a manner which would require registration under the Securities Act or any state securities laws. The Members can bear the economic risk of investment in the Notes, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Notes and is an “ accredited investor ” as defined in Regulation D under the Securities Act. The Members recognizes that the Notes have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Notes (or the Common Stock underlying the Notes) are registered under the Securities Act or unless an exemption from registration is available. The Members have carefully considered and have, to the extent they believe such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Notes for its particular tax and financial situation and its respective advisers, if such advisors were deemed necessary, have determined that the Notes are a suitable investment for it. The Members have not been offered the Notes by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to each of the Member’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Members have had an opportunity to ask questions of and receive satisfactory answers from the Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Notes and the Company, and all such questions have been answered to the full satisfaction of the Members. Neither the Company nor any other party, has supplied the Members any information regarding the Notes or an investment in the Notes other than as contained in this Agreement, and the Members are relying on their own investigation and evaluation of the Company and the Notes and not on any other information.

(b)

The Members understand and agree that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Notes (or the Shares underlying the Notes) in substantially the following form:

“ THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS. ”

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ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of the Members, the Company represents and warrants as follows:

Section 2.01

Organization . The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted and as contemplated after the Exchange, and except where failure to be so qualified would not have a material adverse effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.

ARTICLE III

PLAN OF EXCHANGE

Section 3.01

The Exchange .

(a)

On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Members shall accept the Exchange Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the Membership Interests of Power Blockchain set forth herein, in the aggregate constituting no less than 100% of the issued and outstanding Membership Interests of Power Blockchain.

(b)

The Company shall accept the Exchange Offer, and shall, on the terms and conditions set forth in this Agreement, issue the Members the Notes.

Section 3.02

Closing . The closing (“ Closing ”) of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from either Party, upon the completion of the Exchange Offer (the “ Closing Date ”).

Section 3.03

Termination .

(a)

This Agreement may be terminated in the mutual agreement of all Parties for any reason, or by either the Board of Directors of the Company, Power Blockchain or the Members at any time prior to the Closing Date, if:

(i)

there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of the Company or Members, made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Exchange;

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(ii)

any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such or in the judgment of the Company or the Members, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange; or

In the event of termination pursuant to this paragraph, no obligation, right or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated.

ARTICLE IV

SPECIAL COVENANTS

Section 4.01

Delivery of Books and Records and Bank Accounts . At the Closing, Power Blockchain shall deliver to the Company copies of the corporate minute books, books of account, contracts, records, and all other books or documents including the bank accounts of Power Blockchain now in the possession of Power Blockchain or its representatives.

ARTICLE V

MISCELLANEOUS

Section 5.01

Governing Law . This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada without giving effect to principles of conflicts of law thereunder.

Section 5.02

Entire Agreement . This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, term sheets, understandings and negotiations, written or oral, with respect to such subject matter.

Section 5.03

Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 5.04

Best Efforts . Subject to the terms and conditions herein provided, each Party shall use its reasonable best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each Party also agrees that it shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

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Section 5.05

Remedies . The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if either Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

Section 5.06

Construction . The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Parties hereto. In this Agreement, the word “ include ”, “ includes ”, “ including ” and “ such as ” are to be construed as if they were immediately followed by the words, without limitation.

Section 5.07

Severability . The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

Section 5.08

Headings; Gender . The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

Section 5.09

Effect of Facsimile and Photocopied Signatures . This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original. A photocopy or PDF of this Agreement shall be effective as an original for all purposes

[Remainder of page left intentionally blank. Signature page follows.]

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IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed as of the date first-above written.

(“ Company ”)

Holly Brothers Pictures, Inc.

By: /s/ Brent Willson

Its: CEO

Printed Name: Brent Willson

(“ Power Blockchain ”)

Power Blockchain, LLC

By: /s/ Steve Bond

Its: CFO

Printed Name: Steve Bond

(“ Members ”)

PBC Group, LLC

By: /s/ J. Camarillo

Its: Manager

Printed Name: J. Camarillo

Black Car, Inc.

By: /s/ Keith Williams

Its: President

Printed Name: Keith Williams

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Exhibit A

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

Holly Brothers Pictures, Inc.

5% UNSECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED,  Holly Brothers Pictures, Inc., a Nevada corporation (the “ Company ”), promises to pay to the order of [                 ] (the “ Payee ” or the “ Holder ”) or registered assigns, the principal amount of One Million One Hundred Thousand and 00/dollars ($1,100,000.00) (the “ Principal Amount ”) and interest on the Principal Amount (as set forth in Section 1), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.  Interest on this Note shall accrue on the Principal Amount outstanding from time to time at a rate per annum computed in accordance with Section 1 hereof.  

1.

Interest Rate and Payments; Prepayment .

A.

The balance of principal outstanding from time to time under this Note shall bear interest at the rate of five percent (5.0%) per annum (the “ Interest Rate ”), computed on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30) days each.

B.

On each of the second, third, fourth, and fifth anniversaries of this Note, payments of 25% of the Principal Amount plus interest on such Principal Amount shall be payable in arrears. To the extent any conversions pursuant to Section 2 below occur prior to any of the foregoing payment dates, all conversions shall first be applied to accrued and unpaid interest on the Note, and then shall be applied against the next payment of principal due pursuant to this Section 1.B.

C.

The entire outstanding Principal Amount, and all other amounts due under this Note, together with all accrued and unpaid interest thereon, shall be due and payable in full on the five-year anniversary of the date hereof, unless accelerated due to the occurrence of an Event of Default (the earlier of such dates is referred to as the “ Maturity Date ”).

2.

Voluntary Conversion and No Forced Conversion .

A.

Subject to Section 2.B. below, this Note shall be convertible at any time, in whole or in part, into shares of Company common stock (the “ Common Stock ”) at a conversion price equal to $0.13 per share (the “ Conversion Price ”), which Conversion Price shall be proportionately adjusted for stock splits, stock dividends or similar events. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “ Notice of Conversion ” ), specifying therein the interest or Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder.  Upon conversion, the Common Stock deliverable hereunder shall be issued within four (4) business days of the conversion date.

B.

Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible into Common Stock to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “ Maximum Percentage ”) of the Common Stock. To the extent the conversion provisions of Section 2.A. would be limited by this Section 2.B, the portion of this Note not converted shall be converted into Common Stock at a later date or dates, provided that at such later date or dates the limitation in Section 2.B would no longer apply to the Holder because such Holder would no longer own in excess of the Maximum Percentage. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.  The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders of a majority of its Common Stock.

C.

The Note Holder shall not be compelled to convert any amount of the Note to Common Stock.  Any conversion of the Note to Common Stock shall be done at the sole discretion of the Note Holder.  

3.

Covenants of Company

A.

Affirmative Covenants .  The Company covenants and agrees that, so long as this Note shall be outstanding, it will perform the obligations set forth in this Section 3.A.:

(i)

Maintenance of Existence .  The Company will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to the Company, except where the failure to comply would not have a material adverse effect on the Company.

4.

Events of Default

A.

The term “ Event of Default ” shall mean any of the events set forth in this Section 4.A.:

(i)

Non-Payment of Obligations .  The Company shall default in the payment of the Principal Amount or accrued interest of this Note as and when the same shall become due and payable, whether by acceleration or otherwise.

(ii)

Non-Performance of Affirmative Covenants .  The Company shall materially default in the due observance or performance of any covenant set forth in Section 3.A.

(iii)

Bankruptcy, Insolvency, etc .  The Company shall:

(a)

apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company, or make a general assignment for the benefit of creditors; or

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(b)

permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief.

B.

Action if Bankruptcy .  If any Event of Default described in clause (iii) of Section 4.A. shall occur, the outstanding Principal Amount of this Note and all other obligations hereunder shall automatically be and become immediately due and payable, without notice or demand.

C.

Action if Other Event of Default .  Upon the occurrence of an Event of Default that goes uncured for more than 10 days after written notice thereof by Holder to the Company (other than any Event of Default described in clause (iii) of Section 4.A.) the entire outstanding principal of the Note together with the interest accrued thereon shall be immediately due and payable.  The Company hereby waives any and all notices including notice of breach, notice of default, notice of intent to accelerate, notice of acceleration or any other demand or presentment that may be required.

5.

Miscellaneous .

A.

Parties in Interest .  All covenants, agreements and undertakings in this Note binding upon the Company or the Payee shall bind and inure to the benefit of the successors and permitted assigns of the Company and the Payee, respectively, whether so expressed or not.

B.

Governing Law .   This Note shall be governed by the laws of the State of Nevada as applied to contracts entered into and to be performed entirely within the State of Nevada.

C.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Note or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Diego, California before a single arbitrator.  Company shall be responsible for all arbitration costs of securing JAMS prior to the Award.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“ Rules ”) and in accordance with the Expedited Procedures in those Rules, including Rules 16.1 and 16.2 of those Rules.  Judgment on the Award (as defined in the Rules) may be entered in any court having jurisdiction.  The Company and Holder shall each select one independent arbitrator expert in the subject matter of the dispute (the arbitrators so selected shall be referred to herein as “Company’s Arbitrator” and “Holder’s Arbitrator,” respectively).  In the event that either such party fails to select an independent arbitrator as set forth herein within 20 days from delivery of a notice of arbitration, then the matter shall be resolved by the arbitrator selected by the other party.  Company’s Arbitrator and Holder’s Arbitrator shall select a third independent arbitrator expert in the subject matter of the dispute, and the three arbitrators so selected shall resolve the matter according to the procedures set forth in this section.  If Company’s Arbitrator and Holder’s Arbitrator are unable to agree on a third arbitrator within 20 days after their selection, Company’s Arbitrator and Holder’s Arbitrator shall each prepare a list of three independent arbitrators.  Company’s Arbitrator and Holder’s Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator’s list within seven days after submission thereof, and the third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Company’s Arbitrator and Holder’s Arbitrator.

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The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. The parties acknowledge that this Note evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding section with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Note shall be governed by the Federal Arbitration Act.

D.

Notice .  All notices shall be in writing, and shall be deemed given when actually delivered to a party at its address set forth herein personally, by a reputable overnight messenger.

E.

No Waiver .  No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed to have any application to any future default or exercise of rights hereunder.

F.

Assignability of Note by Holder .  Holder shall be permitted to assign the Note to any party or person as it sees fit in its sole discretion.  Assignee will be bound by the same terms and conditions as Note Holder, as set forth herein, following any assignment of the Note.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.

Holly Brothers Pictures, Inc.

By:________________________________

      Brent Willson, Chief Executive Officer

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and interest under the 5% Convertible Note of Holly Brothers Pictures, Inc., a Nevada corporation (the “ Company ”), into shares of common stock (the “ Common Stock ”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

If required by applicable law, the undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Date to Effect Conversion: ____________________________

Principal Amount  of Note to be Converted: $__________________

Accrued Interest to be Converted: $__________________________

Number of shares to be issued: ______________________________

Signature: _________________________________________

Name: ____________________________________________

Address for Delivery of Common Stock Certificates: __________

_____________________________________________________

____________________________________________________

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, or a non- “U.S. Person” within the meaning of Rule 902 of Regulation S promulgated under the Securities Act of 1933.

[SIGNATURE OF HOLDER]

Name of Investing Entity:_____________________________________________________

Signature of Authorized Signatory of Investing Entity: ______________________________

Name of Authorized Signatory: _________________________________________________

Title of Authorized Signatory: __________________________________________________

Date: ______________________________________________________________________

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, HOLLY BROTHERS PICTURES, INC. (herein called the “ Company ”), a corporation organized and existing under the laws of the State of Nevada, with its principal place of business at 8221 E. Washington Street, Chagrin Falls, OH 44023, hereby promises to pay to the order of _____________, (the “ Lenders ”), at such place as the Lenders may from time to time designate in writing, the sum of the principal sum of ________________ DOLLARS, on or before July 31, 2018 (the “ Maturity Date ”), with interest on the unpaid balance thereof at the rate of ten percent (10%) per annum from the date hereof, payable on the Maturity Date, until this Note has been paid in full.  Payments of principal of and interest on this Note are to be made in lawful money of the United States of America.

SECTION 1.

PAYMENTS.

Section 1.1.

Payment on Maturity .  On the Maturity Date, the Company will pay the then outstanding principal amount of this Note together with any accrued and unpaid interest thereon.

Section 1.2.

Optional Prepayments .  The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, this Note, at 100% of the principal amount so prepaid, together with accrued and unpaid interest thereon but without any premium.

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Lenders that:

Section 2.1.

Organization; Power and Authority .  The Company is a corporation duly organized validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.  The Company has the corporate power and authority to own or hold under lease the properties it owns or holds under lease, to transact the business it transacts, to execute and deliver this Note and to perform the provisions of this Note.

Section 2.2.

Authorization, Etc .  This Note has been duly authorized by all necessary corporate action on the part of the Company, and this Note constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 2.3.

Compliance with Laws, Other Instruments, Etc .  The execution, delivery and performance by the Company of this Note will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien in respect of any property of the Company under (1) its corporate charter or by-laws, or (2) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other material agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Company or (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Company.

SECTION 3.

COVENANTS.

The Company covenants that so long as this Note is outstanding:

Section 3.1.

Compliance with Law .  The Company will, and will cause each of its subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, environmental laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations hereunder or (c) the validity or enforceability of this Note (a “ Material Adverse Effect ”).

Section 3.2.

Corporate Existence, Etc .  The Company will at all times preserve and keep in full force and effect its corporate existence.  The Company will at all times preserve and keep in full force and effect the corporate existence of each of its subsidiaries (unless merged into the Company or a subsidiary) and all rights and franchises of the Company and its subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.

EVENT OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)

the Company defaults in the payment of (i) any principal on this Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or otherwise, or (ii) any interest on this Note for more than five days after the same becomes due and payable; or

(b)

the Company defaults in the performance of or compliance with any term contained in Section 3; or

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(c)

the Company (1) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (2) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, seeking to adjudicate it as a bankrupt or insolvent, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (3) makes a general assignment for the benefit of its creditors, (4) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property or (5) takes corporate action for the purpose of any of the foregoing; or

(d)

a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against the Company and such petition shall not be dismissed within 60 days.

SECTION 5.

REMEDIES ON DEFAULT, ETC.

Section 5.1.

Acceleration .  (a) If an Event of Default with respect to the Company described in paragraph (c) or (d) of Section 4 (other than an Event of Default described in clause (1) of paragraph (c) or described in clause (5) of paragraph (c) by virtue of the fact that such clause encompasses clause (1) of paragraph (c)) has occurred this Note then shall automatically become immediately due and payable.

(b)

If any other Event of Default has occurred and is continuing or if any Event of Default described in clause (a) of Section 5.1 has occurred and is continuing, the Lenders may, at any time at its option, by notice to the Company, declare this Note to be immediately due and payable.

Upon this Note becoming due and payable under this Section 5.1, whether automatically or by declaration, this Note will forthwith mature and the entire unpaid principal amount of this Note, plus all accrued and unpaid interest, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

Section 5.2.

Rescission .  At any time after this Note has been declared due and payable pursuant to clause (b) of Section 5.1, the Lenders, by written notice to the Company, may rescind and annul any such declaration and its consequences.

SECTION 6.

USE OF PROCEEDS.

Section 6.1.

Use of Proceeds .  The Lenders acknowledge that the sole use of proceeds from this Note shall be to repurchase and retire 2,661,172 shares of Company common stock.

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SECTION 7.

AMENDMENT AND WAIVER.

This Note may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Lenders.  Any amendment or waiver consented to as provided in this Section 7 is binding upon the Lenders, each subsequent holder of this Note and upon the Company without regard to whether this Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and the Lenders nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of the Lenders.  As used herein, the term “ this Note ” and references hereto shall mean this Promissory Note as it may from time to time be amended or supplemented.

SECTION 8.

NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by a recognized overnight delivery service (charges prepaid) or (d) by hand delivery.  Any such notice must be sent:

(1)

if to the Lenders, to their addresses in the books and records of the Company, or at such other address as the Lenders shall have specified to the Company in writing,

(2)

if to any subsequent holder of this Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(3)

if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the President, or at such other address as the Company shall have specified to the Lenders in writing.

Notices under this Section 8 will be deemed given only when actually received.

SECTION 9.

MISCELLANEOUS.

Section 9.1.

Successors and Assigns .  All covenants and other agreements contained in this Note by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns,  whether so expressed or not. Notwithstanding the foregoing, this Note may only be enforced by the Lenders, and may not be transferred, sold, or assigned. Any attempted transfer, sale, or assignment by the Lenders shall be null and void.

Section 9.2.

Expenses .  The Company agrees to pay or reimburse the Lenders on demand for and save the Lenders harmless against any and all losses, liabilities, costs and expenses, including attorneys’ fees and expenses, incurred by the Lenders in connection with the enforcement or preservation of any of the Lenders’ rights and remedies under this Note including, without limitation, the collection of this Note.

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Section 9.3.

Survival of Representations and Warranties; Entire Agreement .  All representations and warranties contained herein shall survive the execution and delivery of this Note, the transfer by the Lenders of this Note or any portion hereof or interest herein and the payment of this Note, and may be relied upon by any subsequent holder of this Note, regardless of any investigation made at any time by or on behalf of the Lenders or any subsequent holder of this Note.  This Note embodies the entire agreement and understanding between the Company and the Lenders and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 9.4.

Severability .  Any provision of this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.4.

Construction .  Each covenant contained in this Note shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision in this Note refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person.

Section 9.5.

Governing Law .  This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of Nevada excluding choice-of-law principles of the law of such jurisdiction that would require the application of the laws of any other jurisdiction.

HOLLY BROTHERS PICTURES, INC.

By: ______________________________

Name: ____________________________

Title:______________________________

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