On January 14, 2013, Invent Ventures, Inc. issued a promissory note in the amount of $110,000 to Threshold Financial, LLC. The Note was priced to the Investor at $100,000, equal to 90.91% of its principal amount. The Note is due on the earlier of January 14, 2014 or the receipt of no less than $2,000,000 in funding from any private placement of equity securities.

During the first six months outstanding, the Note bears interest at 7% per annum, increasing to 12% for the remaining six months until the Note is due. All amounts owed by the Company under the Note become immediately due and payable upon an event of default, which includes the Company's failure to pay the Note for 10 days after the Investor's notice thereof and the Company's insolvency or failure to pay its debts as they become due.