Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-53408

MEDICAN ENTERPRISES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		87-0474017
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3440 East Russell Road
Las Vegas, NV		89120
(Address of principal executive offices)		(Zip Code)

(800) 416-8802

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate estimated market value was determined by multiplying the approximate number of shares of common stock held by non-affiliates by the average bid price of such stock $1.89 on the last day of the Company’s second fiscal quarter, as quoted on the Over-the-Counter Bulletin Board (the “OTCBB”) of the Financial Industry Regulatory Authority (“FINRA”). There were 21,393,336 shares of common voting stock held by non-affiliates, valued in the aggregate at $40,433,405.

Outstanding Shares

As of April 15, 2015, the Registrant had 447,063,367 shares of common stock outstanding.

Documents Incorporated by Reference

See Part IV, Item 15.

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS	ii

PART I	1

ITEM 1. BUSINESS	1

ITEM 1A. RISK FACTORS	8

ITEM 1B. UNRESOLVED STAFF COMMENTS	17

ITEM 2: PROPERTIES	17

ITEM 3: LEGAL PROCEEDINGS	17

ITEM 4: MINE SAFETY DISCLOSURES	17

PART II	18

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	18

ITEM 6: SELECTED FINANCIAL DATA	26

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	28

ITEM 9A: CONTROLS AND PROCEDURES	45

ITEM 9B: OTHER INFORMATION	45

PART III	46

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	46

ITEM 11: EXECUTIVE COMPENSATION	49

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	50

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES	52

PART IV	52

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES	52

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This Annual Report and the documents we have filed with the United States Securities and Exchange Commission (the “SEC”) that are incorporated by reference herein contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. Any statements contained, or incorporated by reference, in this Annual Report that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and other similar terms and phrases, including references to assumptions, we are identifying forward-looking statements. Forward-looking statements involve significant risks and uncertainties which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements.

A variety of factors, some of which are outside our control, may cause our operating results to fluctuate significantly. They include, but are not limited to:

•

the new and evolving regulatory requirements in the U.S. and Canada regarding the production and distribution of medical marijuana;

•

our ability to secure and maintain our relationships with our key commercial partners or otherwise establish our business;

•

our expectations regarding the commercial market for our products;

•

the effect of competition; and

•

the availability of required additional financing.

As more fully described in this Annual Report under the heading “Risk Factors,” many important factors may affect our ability to achieve our stated objectives and to manufacture and commercialize our products, including, among other things, our ability to:

•

obtain substantial additional funds to commence and expand our planned operations;

•

obtain and maintain all necessary regulatory approvals and licenses and to operate our business in compliance with the same;

•

meet obligations and required milestones under agreements;

•

retain key executives, and attract, retain and motivate qualified personnel;

•

be capable of manufacturing and distributing our product in commercial quantities at reasonable costs; and

•

compete against others in a profitable manner.

Moreover, new risks regularly emerge and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Annual Report are based on information available to us on the date hereof. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Annual Report and the documents we have filed with the SEC.

PART I

ITEM 1. BUSINESS

Medican Enterprises, Inc. is a bio-pharmaceutical company focused on pursuing business opportunities in the growing medical and recreational marijuana sector. Through our subsidiaries, we are seeking to invest in businesses associated with the growing, marketing, research and development, training, distribution and retail sale of medical and recreational marijuana, both in the United States and Canada. We are seeking to establish and expand a real estate and leasing services business under which we would lease real estate that is outfitted with turnkey solutions for legally compliant marijuana growing facilities to licensed growers. As of the date of this report, we have not commenced the actual the production and sale of medical marijuana but are seeking to lay the foundation to commence this business or related business in the marijuana sector. References in this report to “we,” “us,” “our” and “the Company” are to Medican Enterprises, Inc. and its subsidiaries.

Other businesses have been operated through our company in the past. The following are the material organizational business developments related to our company since inception:

Corporate History (1990-2012)

We were organized under the laws of the State of Nevada on October 27, 1988, under the name “Extant Investments, Inc.”

Commencing on or about December 5, 1990, pursuant to a Registration Statement on Form S-18 filed with the SEC and Exchange Commission and a prospectus dated as of such date, our company offered and sold units consisting of common stock and warrants that was closed on January 31, 1991.

Effective May 17, 1991, we acquired all of the issued and outstanding shares of common stock of Sentinel Diagnostics, Inc., an Arizona corporation, pursuant to an Agreement and Plan of Reorganization, and changed our name to “Sentinel Scientific, Inc.” The Sentinel Diagnostics business operations were discontinued in late 1992 for lack of funding.

Effective August 10, 1993, and pursuant to a Reorganization Agreement, we acquired all of the outstanding shares of common stock of A.F.C. Entertainment, Inc., a corporation organized under The Companies Act of Barbados, and changed our name to “TC X Calibur, Inc.”

Effective December 31, 1993, we acquired all of the outstanding shares of common stock of Film Opticals Investments, Limited, a corporation organized under the laws of the Province of Ontario, Canada (“Film Opticals”).

In 1993, Film Opticals of Canada Limited, a wholly-owned subsidiary of Film Opticals (“Film Opticals of Canada”), sought court protection by filing a Notice of Intention to Make a Proposal pursuant to Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada, because of a dispute with a creditor pursuant to a secured promissory note, and a trustee (the “Trustee”) was appointed to oversee Film Opticals of Canada’s financial management in the Ontario Justice Court, General Division, Case No. B163/94. Operation of the Film Opticals business continued pending a resolution of the dispute with this creditor.

On or about December 28, 2004, pursuant to resolutions adopted by our Board of Directors and approved by the holders of a majority our outstanding shares of common stock, we sold substantially all of our assets by the conveyance of our wholly-owned subsidiary, Film Opticals (and its subsidiary, Film Opticals of Canada), and our film library (“Film Library”), to Film Opticals of Canada 2004 Limited, a newly formed corporation organized under the Province of Ontario, Canada (“New Film Opticals”), and a wholly-owned subsidiary of Berliner Holdings, Inc. (“Berliner”). Berliner was wholly-owned by our then President, Claus Voellmecke. As consideration of the purchase and sale of these assets, Berliner agreed to cancel 500,000 shares of our common stock that it owned and agreed, together with New Film Opticals, to assume, pay and/or compromise all of our outstanding claims or liabilities related to Film Opticals and our Film Library and indemnify and hold us harmless from them. For additional information, please see our 8-K Current Report, our 8-K/A-1 Current Report and our 8-K/A-2 Current Report that have been previously filed with the Securities and Exchange Commission on or about December 8, 2004, December 9, 2004 and January 4, 2005, respectively, and which include a copy of the Definitive Proxy Statement that was mailed to our stockholders on or about December 8, 2004.

In addition to the above referenced sale of substantially all of our assets on or about December 28, 2004, pursuant to resolutions adopted by our Board of Directors and approved by the holders of a majority of our outstanding shares of common stock, we amended our Articles of Incorporation to change our capitalization to add a class of preferred stock, and gave our Board of Directors authority to effect recapitalizations and/or name changes without further stockholder approval.

On or about September 15, 2005, certain shares of our outstanding common stock were acquired pursuant to a private transactions which shares, when accumulated with shares of our common stock that were already owned by these persons, represented a controlling interest in us.

On November 2, 2007, we announced the execution of a Letter of Intent to acquire EV Rental, LLC, a California limited liability company. On March 3, 2008, we terminated our obligations under the Letter of Intent.

On December 28, 2007, in the OTCBB trading market on that date, we effected a forward split of our outstanding common stock on a basis of 2.3943 for one, while retaining the current par value of $0.001 per share, with all fractional shares rounded up to the nearest whole share, and with appropriate adjustments in our capital accounts. All share references and computations herein take into account this recapitalization.

On February 28, 2008, we filed Restated Articles of Incorporation with the State of Nevada, a copy of which is incorporated herein by reference. See Part IV, Item 15.

On September 11, 2008, we filed a registration statement on Form 10 of the SEC registering our common stock under Section 12(g) of the Exchange Act. This registration statement became effective on or about November 9, 2008.

There were no material business developments in 2009.

On November 29, 2010, in the OTCBB trading market on that date, we effected a reverse split of our outstanding common stock on a basis of one for four, while retaining the current par value of $0.001 per share, with all fractional shares rounded up to the nearest whole share, and with appropriate adjustments in our capital accounts. All share references and computations herein take into account this recapitalization.

There were no material business developments in 2011 or 2012.

Recent Developments

On January 21, 2014, we appointed a new director, Gary Johnson.

On February 18, 2014, we appointed a new Chief Financial Officer, Wayne Hansen.

During 2014, we sought to acquire a 51% interest in International Herbs Medical Marijuana Ltd. (“IHMML”), a company that is applying to obtain licensed producer status from Health Canada and seeking to establish marijuana growing and distribution facilities in Canada. On July 25, 2014, we and our CanaLeaf subsidiary entered into a Non-binding Letter of Intent (the “LOI”) with Zenabis Limited Partnership (“Zenabis”) and IHMML. Pursuant to the LOI, we sought to restructure our proposed acquisition of an interest in IHMML so that we would acquire an outright 51% interest in IHMML and an option to acquire the remainder and, in return, IHMML and its affiliates would obtain a majority ownership interest in and control of our company. Due to regulatory challenges in Canada and other structuring challenges, this opportunity is not presently the focus of our operations, but we will continue to monitor IHMML and potentially revisit the opportunity should conditions warrant.

In early March 2014, our Board of Directors and majority stockholder approved an increase of our authorized shares of common stock from 50,000,000 to 100,000,000 shares.

In October, 2014, the Company appointed Drew Milburn to the position of CEO of our subsidiary, Medican (US) Systems, Inc.

On October 21, 2014, the Company entered into a binding letter of intent to acquire Future Harvest Development Ltd. (“Future Harvest”), a Canadian manufacturing company in the home and garden, indoor growing, and hydroponic sector. Under the terms of the letter of intent, the Company will acquire 70% interest in Future Harvest, with an option to acquire the remaining 30%, for approximately $5 million in a combination of cash and common stock. Medican has not been able reach a mutually acceptable agreement with the various parties involved. As a result, the parties have terminated the letter of intent and the refundable portion of the deposit funds have been returned to Medican.

On December 2, 2014, the Company signed an agreement to acquire a 67,000 square foot facility in Phoenix, Arizona which the company plans to lease as a marijuana growing and warehouse facility to licensed growers. The industrial building sits on 2.55 acres of industrial zoned land. The anticipated final purchase price for the property is $2,340,310 and a closing is planned during the first quarter of 2015 pending, among other closing conditions, a variance to zone the building for the cultivation of marijuana. The acquisition of this property will launch Medican’s real estate and leasing services business under which the company would lease real estate that is outfitted with turnkey solutions for legally compliant growing facilities to licensed growers.

On January 20, 2015, the Company entered into a purchase agreement to acquire a 7,200 square foot retail and commercial property in Phoenix, Arizona. The property is currently leased through August 2018 to an Arizona state licensed medical marijuana dispensary. Per the purchase agreement, the lease agreement will be assigned to Medican. The rental amount of the current lease is in excess of $200,000 annually, triple net. The lease provides for two five-year tenant renewal options. The lease rate increases at 3 percent per year or CPI, whichever is greater. Total purchase price for the property is $2,250,000, which Medican expects to pay through a combination of mortgage debt and an $850,000 convertible promissory note secured by the property. The property’s value has been appraised at $2,385,000 and was substantiated by an independent appraiser. As per the Amendment No. 2 and 3 to the original agreement, the closing for the purchase of this property is expected to occur on or before May 31, 2015.

On February 16, 2015, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the authorized amount of shares of common stock to 1,000,000,000 shares, par value $0.001 per share. The Company is also authorized, according to the Definitive Information Statement dated January 26, 2015, to enact a reverse split in an amount up to 1:10 according to the Board of Director’s discretion.

Overview of Current Business

We are a bio-pharmaceutical business currently focused on pursuing business opportunities in the growing medical and recreational marijuana sector. We also are actively searching to acquire smaller operations in the medical and recreational marijuana industry in Canada and the United States with the intention of increasing their profits through economies of scale.

We currently have five wholly-owned subsidiaries through which we operate our business.

Medican Systems Inc. (“Medican Systems”) is a corporation incorporated under the laws of the Territory of the Yukon under incorporation number 535642 on December 30, 2013. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to our company, making Medican Systems our direct wholly-owned subsidiary. The primary focus of Medican Systems is to function as a holding company for Canadian based investments, joint ventures and opportunities.

Medican (Delta) Systems Inc. is a corporation incorporated under the laws of the Province of British Columbia under incorporation number BC0989867 on December 31, 2013. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to Medican Systems. The primary focus of Medican Delta is to pursue opportunities in the medical marijuana industry in and around the city of Delta in British Columbia, Canada.

CanaLeaf Systems Inc. is a corporation incorporated under laws of Canada under the Canada Business Corporation Act under incorporation number 883348-6 on March 25, 2014. The authorized share structure is an unlimited number of common shares. CanaLeaf is our operating subsidiary focused on business opportunities.

Medican (US) Systems, Inc. (“Medican US”) is a corporation incorporated under laws of Nevada on September 26, 2014 and is also a subsidiary of Medican Systems. Medican US is our operating subsidiary focused on business opportunities in the United States. The new entity, operating out of Las Vegas, Nevada, will:

seek investments in commercial real estate which it can lease to marijuana growers in states where growing is legal;

provide dispensary management and professional consulting services to the medical marijuana and recreational marijuana sectors; and

offer a broad range of leasing and financing solutions to dispensaries, kitchens and cultivations centers.

Medican Nations, LLC (“Medican Nations”) is a corporation incorporated under the laws of Nevada on February 6, 2015 and is also a subsidiary of Medican Systems. Medican Nations will be focused on building strategic partnerships with Indian communities in the United States and Canada to create and build business solutions within the indoor gardening and marijuana industries.

Our plan of operation for the next 12 months is to continue to seek to acquire or establish joint ventures with businesses in the medical and recreational marijuana sector. To that end, in the last quarter of 2014 and first quarter of 2015, we entered into purchase agreements to acquire a 7,200 square foot retail and commercial property in Phoenix, Arizona, and an agreement to acquire a 67,000 square foot facility in Phoenix, Arizona which the company plans to lease as a marijuana growing and warehouse facility to licensed growers. We are actively seeking similar and other business opportunities in the marijuana sector, including operating businesses such as these and the possibility of acquiring real estate which we can then lease to licensed growers in jurisdictions where such activities are permissible.

Our Products and Markets

We are actively meeting with other companies and individuals in the medical marijuana industry to establish relationships and partnerships that we believe will benefit us and out subsidiaries going forward.

Competition

Currently, there are a number of other companies that are in the marijuana industry, many of which we consider to be our competition. Many of these companies provide similar products and/or services, such as leasing of real estate, warehouse sales, and consulting services. In the future the Company fully expects that other companies will recognize the value of ancillary businesses serving the marijuana industry and enter into the marketplace as competitors.

Intellectual Property

None.

Reports to Security Holders

We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our Company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Effect of Existing or Probable Governmental Regulations on the Business

United States

Marijuana is a Schedule I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal laws.

A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department of Justice defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the Controlled Substances Act in Colorado with respect to marijuana, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

As of January 13, 2015, 23 states and the District of Columbia allow their residents to use medical marijuana. Voters in the states of Colorado, Washington, Oregon and Alaska have approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the federal or state governments.

Despite the Obama administration’s statements, the Department of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana in Colorado to prevent:

1.	the distribution of marijuana to minors;

2.	criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;

3.	the diversion of marijuana from states where it is legal under state law to other states;

4.	state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

5.	violence and the use of firearms in the cultivation and distribution of marijuana;

6.	driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;

7.	the growing of marijuana on public lands; and

8.	marijuana possession or use on federal property.

We do not presently grow or distribute marijuana. However, our anticipated business of providing of ancillary products and services to state-approved marijuana growers and dispensary facilities could be deemed to be aiding and abetting illegal activities, a violation of federal law. We intend to remain within the guidelines outlined in the Cole Memo (see the “Risk Factors” section below), which does not alter the Department of Justice’s authority to enforce federal law, including federal laws relating to marijuana, but does recommend that U.S. Attorneys prioritize enforcement of federal law away from the marijuana industry operating as permitted under certain state laws, so long as certain conditions are met. Where the individual state framework fails to protect the public, the Justice Department has instructed federal prosecutors to enforce the Controlled Substances Act of 1970. However, we cannot provide assurance that the Company is in full compliance with the Cole Memo or any other federal laws or regulations.

Our ongoing and future business plans rely on our ability to successfully establish and maintain effective controls that follow the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) Guidance, “BSA Expectations Regarding Marijuana-Related Businesses,” in vetting and monitoring potential tenants, customers and clients of the Company. On February 14, 2014, FinCEN issued guidance to clarify Bank Secrecy Act (“BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. FinCEN issued this guidance in light of certain state initiatives to legalize certain marijuana-related enforcement priorities. The FinCEN guidance clarifies how financial institutions can provide services to marijuana-related businesses consistent with their BSA obligations, and aligns the information provided by financial institutions in BSA reports with federal and state law enforcement priorities. This FinCEN guidance is intended to enhance the availability of financial services for, and the financial transparency of, marijuana-related businesses.

While ACS is not currently subject to the BSA or FinCEN guidelines, we will institute policies and procedures that mirror the stated goals of the FinCEN guidelines and will provide a framework, by which the Company believes it can comply with the federal government’s stated objectives with respect to the potential conflict of law. The Company plans to use the FinCEN Guidelines, as may be amended, as the basis for assessing its relationships with potential tenants, clients and customers.

State Regulation

Where applicable, we will apply for state licenses that are necessary to conduct our business in compliance with local laws.

Smaller Reporting Company Status

We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K, including comprehensive information in the Summary Compensation Tables, a reduction of information included in the Management’s Discussion and Analysis section, and decreased reporting obligations in Item 404 Transactions with Related Persons.

Sarbanes-Oxley Act

We are also subject to the Sarbanes-Oxley Act of 2002 and related rules and regulations. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act has the potential to substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

On September 11, 2008, we filed a registration statement on Form 10 of the SEC registering our $0.001 par value common stock under Section 12(g) of the Exchange Act. This registration statement became effective on or about November 9, 2008.

We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. We are not considered an emerging growth company under the JOBS Act because the Company sold securities pursuant to an effective registration statement prior to December 8, 2011.

Research and Development Costs During the Last Two Fiscal Years

None; not applicable.

Cost and Effects of Compliance with Environmental Laws

We do not believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.

Employees

As of March 31, 2015, we have three employees, our CEO, Ken Williams, our CFO, Wayne Hansen, and CEO of Medican (US) Systems, Inc., Drew Milburn.

Additional Information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Annual Report, before making an investment decision. If any of the following or similar risks actually occurs, our business, financial condition or results of operations could suffer and our business might fail. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Cautionary Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Annual Report.

Risks Related to Our Business

We have only recently commenced operations and are thus subject to the risks associated with new businesses.

We have only recently commenced developing and pursuing business opportunities in the medical and recreational marijuana market. As of the date of this Annual Report, we have no cash resources, products, manufacturing facilities or sales and marketing operations. As such, we are a “start-up” company with no history of revenue-generating operations. We are, and expect for the foreseeable future to be, subject to all the risks and uncertainties, inherent in a new business. As a result, we still must establish many functions necessary to operate a business, including finalizing our managerial and administrative structure, acquiring our manufacturing facilities, continuing product development, assessing and commencing our marketing activities, implementing financial systems and controls, and recruiting personnel.

Accordingly, you should consider our prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies in their pre-revenue generating stages, particularly those in heavily regulated industries like the medical marijuana industry. Potential investors should carefully consider the risks and uncertainties that a company with no operating history will face. In particular, potential investors should consider that there is a significant risk that we will not be able to:

implement or execute our current business plan, or that our business plan is sound;

raise sufficient funds in the capital markets or otherwise to effectuate our business plan;

maintain and expand our management team and Board of Directors;

determine that the processes that we are developing are commercially viable; and/or

attract, enter into, or maintain contracts with, and retain customers.

If we cannot execute any one of the foregoing, our business may fail, in which case you would lose the entire amount of your investment in our company.

We currently have no cash resources and therefore must raise additional funds in the near term and again thereafter in order to continue our business, and we will continue to need additional financing to carry out our business plan.

We currently have no cash resources. We need to obtain significant additional funding to successfully continue our business. Such additional funds may not be readily available or may not be available on terms acceptable to us. As such, our failure to raise funding in the near future would have a significantly adverse impact on our business viability and could cause our business to fail. We do not currently have any arrangements or credit facilities in place as a source of funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all.

If we raise additional capital by issuing equity securities, the percentage ownership of our existing stockholders may be reduced, and accordingly these stockholders may experience substantial dilution. We may also issue equity securities that provide for rights, preferences and privileges senior to those of our common stock. Given our need for cash and that equity raising is the most common type of fundraising for companies like ours, the risk of dilution is particularly significant for stockholders of our company.

Debt financing, if obtained, may involve agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our expenses and require that our assets be provided as a security for such debt. Debt financing would also be required to be repaid regardless of our operating results.

If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or candidate products, or to grant licenses on terms that are not favorable to us.

We cannot accurately predict the volume or timing of any future sales, making the timing of any revenues difficult to predict.

We may be faced with regulatory or operational challenges that could impede our ability to commence sales of our marijuana products. Consequently, we may incur substantial expenses and devote significant management effort and expense in launching sales efforts, which may not result in revenue generation. We must also obtain regulatory approvals to engage in our business, which is subject to risk and potential delays, and which may not actually occur. As such, we cannot accurately predict the volume or timing of any future sales of our products.

We may not be able to effectively manage our growth.

If we are able to launch our business, any growth in or expansion of our business is likely to place a strain on our management and administrative resources, infrastructure, and systems. As with other growing businesses, we expect that we will need to further refine and expand our business development capabilities, our systems and processes, and our access to financing sources. We also will need to hire, train, supervise, and manage new employees. These processes are time consuming and expensive, will increase management responsibilities, and will divert management attention. We cannot assure you that we will be able to:

·	expand our products effectively or efficiently or in a timely manner;

·	allocate our human resources optimally;

·	meet our capital needs;

·	identify and hire qualified employees or retain valued employees; or

·	incorporate effectively the components of any business or product line that we may acquire in our effort to achieve growth.

Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial condition.

If we incur substantial liability from litigation, complaints, or enforcement actions our financial condition could suffer.

Litigation, complaints, and enforcement actions involving us could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability and growth prospects. We have not been, and are not currently, subject to any material litigation, complaint or enforcement action regarding our publications by any federal, state or foreign regulatory authority.

We will be required to attract and retain top quality talent to compete in the marketplace.

We believe our future growth and success will depend in part on our ability to attract and retain highly skilled managerial, product development, sales and marketing, and finance personnel. There can be no assurance of success in attracting and retaining such personnel. Shortages in qualified personnel could limit our ability to increase sales of existing products and services and launch new product and service offerings. The population of the area and preference for youth to move from the North to the South of Canada is a risk factor that will require considerable planning and recruitment efforts.

Our forecasts are highly speculative in nature and we cannot predict results in a development stage company with a high degree of accuracy.

Any financial projections, especially those based on ventures with minimal operating history, are inherently subject to a high degree of uncertainty, and their ultimate achievement depends on the timing and occurrence of a complex series of future events, both internal and external to the enterprise. There can be no assurance that potential revenues or expenses we project will, in fact, be received or incurred.

We will be subject to evolving and expensive corporate governance regulations and requirements. Our failure to adequately adhere to these requirements or the failure or circumvention of our controls and procedures could seriously harm our business.

As a publicly traded company, we are subject to various federal, state, and other rules and regulations, including applicable requirements of the Sarbanes-Oxley Act of 2002. Compliance with these evolving regulations is costly and requires a significant diversion of management time and attention, particularly with regard to our disclosure controls and procedures and our internal controls over financial reporting. Our internal controls and procedures may not be able to prevent errors or fraud in the future. Faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established controls and procedures, may make it difficult for us to ensure that the objectives of the control system are met. A failure of our controls and procedures to detect other than inconsequential errors or fraud could seriously harm our business and results of operations. Moreover, our internal controls and our ability to comply with applicable laws, rules and regulations is impaired as we do not maintain independent audit and compensation committees of our board of directors.

The limited size of our senior management team may hamper our ability to effectively manage a publicly traded company while developing our products, which may harm our business.

Our management team has experience in the management of publicly traded companies and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. They realize it will take significant resources to meet these requirements while simultaneously working on developing, marketing, distributing, and protecting our products. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business. The limited size of our management team may hinder our ability to effectively expand our R&D, conduct clinical trials and horticulture advancements, meet regulatory demands, or otherwise develop, market, or sell our products.

Our independent auditor's reports on our financial statements for the years ended December 31, 2014 and 2013 includes a "going concern" explanatory paragraph.

Our independent auditor has presented our financial statements on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. This means that we may not generate enough funds to pay our general operating expenses and bills from professionals and other advisors that we are obligated to pay.

We may not acquire the facilities as planned and will therefore not be able to commence operations on the timetable or the scale that we have planned.

A key component to our growth and future operations are the retrofitting of two potential facilities in New Brunswick to house our growing and business operations. If these facilities are not obtained or if something happens to these facilities, the company may experience significant delays and expenses as it finds new facilities.

Risks Related to Our Industry

Federal regulation and enforcement may adversely affect the implementation of medical marijuana laws and regulations may preclude us from operating our proposed business, and even of we do operate such business, could negatively impact our revenues and potential profits.

Our business plan is to operate promising business opportunities in the marijuana space. Marijuana is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan and the failure of our company.

Currently, there are 23 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be producing, cultivating or dispensing marijuana in violation of federal law with respect to our proposed business operations or we may be deemed to be facilitating the selling or distribution of drug paraphernalia in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings and stated federal policy remains uncertain.

The U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions againstmarijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

In an effort to provide guidance to federal law enforcement, the Department of Justice (the “DOJ”) has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent and rational way.

The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts. The memorandum sets forth certain enforcement priorities that are important to the federal government:

Distribution of marijuana to children;

Revenue from the sale of marijuana going to criminals;

Diversion of medical marijuana from states where it is legal to states where it is not;

Using state authorized marijuana activity as a pretext of other illegal drug activity;

Preventing violence in the cultivation and distribution of marijuana;

Preventing drugged driving;

Growing marijuana on federal property; and

Preventing possession or use of marijuana on federal property.

The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our proposed business and our revenue and profits.

We could be found to be violating laws related to medical cannabis, but current enforcement standards are uncertain.

Unless and until Congress amends the CSA with respect to medical marijuana, there is a risk that federal authorities may enforce current federal law against us. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings and stated federal policy remains uncertain. Should it be determined under the CSA that our products or services (once we begin to provide the same) are deemed to fall under the definition of drugs or drug paraphernalia because they are determined to be primarily intended or designed for use in manufacturing or producing cannabis, we could be found to be in violation of federal drug laws and there may be a direct and adverse effect on our business and our revenues and profits. Further, even if we obtain the necessary state and local government approvals and permits and obtain the necessary funding to commence our marijuana related businesses (of which no assurances are given), we could be found in violation of the CSA. This would cause a direct and adverse effect on our subsidiaries’ intended business and on our revenue and profits.

Variations in state and local regulation and enforcement in states that have legalized medical cannabis that may restrict marijuana-related activities, including activities related to medical cannabis may negatively impact our revenues and profits.

Individual state laws do not always conform to the federal standard or to other states laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. Two states, Colorado and Washington, have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized or created medical marijuana exemptions. For example, Alaska and Colorado have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our business and our revenue and profits.

Prospective customers may be deterred from doing business with a company with a significant nationwide online presence because of fears of federal or state enforcement of laws prohibiting possession and sale of medical or recreational marijuana.

Our website is visible in jurisdictions where medicinal and/or recreational use of marijuana is not permitted and, as a result, we may be found to be violating the laws of those jurisdictions. We could lose potential customers as they could fear federal prosecution for growing marijuanawith our equipment, reducing our revenue. In most states in which the production and sale of marijuana have been legalized, there are additional laws or licenses required and some states altogether prohibit home cultivation, all of which could make the loss of potential customers more likely.

Laws and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our proposed operations.

Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our proposed medical marijuana businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

We may not obtain the necessary permits and authorizations to operate medical or recreational marijuana businesses.

We may not be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost, to operate its medical marijuana business. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the medical marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations or accreditations could result in restrictions on our ability to operate the medical marijuana business, which could have a material adverse effect on our business.

If we incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer.

Our proposed participation in the medical marijuana industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against these subsidiaries. Litigation, complaints, and enforcement actions involving these subsidiaries could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability, and growth prospects.

We may have difficulty accessing the service of banks, which may make it difficult for us to operate.

Since the use of marijuana is illegal under federal law, there is a strong argument that banks cannot accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for us to operate our contemplated medical or recreational marijuana businesses.

The marijuana industry faces significant opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the marijuana industry. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana industry. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact on our proposed business.

We are operating in a highly competitive industry and may not be able to compete successfully.

We are involved in a highly competitive industry where we may compete with numerous other companies in the medical marijuana industry, who may have far greater resources, more experience, and personnel perhaps more qualified than we do. There can be no assurance that we will be able to successfully compete against these other entities, particularly since we are just a start-up enterprise. Moreover, there is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names. As a result, potential competitors could duplicate our business model with little effort. Some of our potential competitors may have significantly greater resources than we have, which may make it difficult for us to compete. There can be no assurance that we will be able to successfully compete against these other entities.

Our reputation in the industry will be very important as we grow our proposed business, and any negative impact on our reputation could be damaging to our business.

As a company involved in businesses related to cannabis, a substance that has been commonly associated with various other narcotics, violence, and criminal activities, it is expected that such a venture will likely result in widespread negative publicity and public opinion. Lack of understanding and awareness of the medical benefits associated with cannabis is poorly understood across the mainstream public despite various efforts to build such awareness.

There are risks related to the quality and quality control of our products.

We may be subject to liability of our products and must ensure quality control of the product at every stage. If a patient has an adverse reaction to the products, we may be subject to product liability related to the products and their quality in relation to the intended use of the products.

Increased popularity with the legalization of medical cannabis in Canada and the United States could result in unfavorable media coverage, which could ultimately negatively affect our business.

Our business industry receives a high degree of media coverage in the United States. The legalization of cannabis, both for medical uses and recreational uses, is becoming popular in the United States and Canada. This will increase the amount of media coverage our business industry receives. This media coverage could be negative coverage that may affect how others view our business. If this occurs, we may have difficulty attracting new customers.

We may be unable to acquire the properties that are critical to our proposed business.

Our business plan involves the acquisition of real estate properties, which will be leased to participants in the marijuana industry. The zoning and operational restrictions on marijuana industry participants may limit the availability of properties suitable for this purpose. There can be no assurance that we will be able to obtain the capital needed to purchase any properties.

We may be unable to expand into new markets.

We intend to continue to pursue our aggressive growth strategy for the foreseeable future. Our continued growth and profitability depend on our ability to successfully realize our growth strategy by expanding both inside and outside the state of Arizona and Colorado. We cannot assure that our efforts to expand into new markets, particularly in states where we do not currently operate, will succeed. In order to operate in new markets, we may need to modify our existing business model and cost structure to comply with local regulatory or other requirements, which may expose us to new operational, regulatory or legal risks. In addition, expanding into new states may subject us to unfamiliar or uncertain local regulations that may adversely affect our operations, for example, by applying, obtaining and/or maintaining appropriate licenses. Facilities we open in new markets may also take longer to reach expected revenue and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than facilities we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer preferences and spending patterns that are more difficult to predict or satisfy than our existing markets.

We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness.

We may find it more difficult in new markets to hire, motivate and keep qualified personnel. We may need to augment our labor model to meet regulatory requirements and the overall cost of labor may be higher. As a result, these new facilities may be less successful and may not achieve target facility level profit margins at the same rate or at all. If any steps taken to expand our existing business model into new markets are unsuccessful, we may not be able to achieve our growth strategy and our business, financial condition or results of operations could be adversely affected.

Risks Relating to Ownership of Our Securities

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the Over-the-Counter Bulletin Board quotation system in which shares of our common stock are listed, have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

·	variations in our operating results;

·	changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

·	changes in operating and stock price performance of other companies in our industry;

·	additions or departures of key personnel; and

·	future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.

Our common shares are thinly traded and you may be unable to sell at or near ask prices, or at all.

We do not have a liquid market for our common stock, and we cannot predict the extent to which an active public market for trading our common stock will be achieved or sustained.

This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

An active trading market for our common stock may not develop or be sustained.

As we are in our early stages, an investment in our company will likely require a long-term commitment, with no certainty of return. Although our common stock is listed for quotation on the OTCBB and OTCQB markets under the symbol of MDCN, we cannot predict whether an active market for our common stock will ever develop in the future. In the absence of an active trading market:

investors may have difficulty buying and selling or obtaining market quotations;

market visibility for shares of our common stock may be limited; and

a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

The OTCBB and OTCQB markets are relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less liquidity than NASDAQ or the NYSE MKT (formerly known as the NYSE AMEX). In this event, there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices, or at all. Moreover, there is a risk that our common stock could be delisted from the OTCBB and OTCQB, in which case it might be listed on the so called “Pink Sheets”, which is even more illiquid than the OTCQB.

The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire additional intellectual property assets by using our shares as consideration.

We may not maintain qualification for OTC Bulletin Board or OTCQB inclusion, and therefore you may be unable to sell your shares.

Trading of our common stock could be suspended. If for any reason our common stock does not become eligible or maintain eligibility for quotation on the OTCBB or OTCQB or a public trading market does not develop, purchasers of shares of our common stock may have difficulty selling their shares should they desire to do so. If we are unable to satisfy the requirements for quotation on the OTCBB and OTCQB, any quotation of in our common stock could be conducted in the “pink” sheets market. As a result, a purchaser of our common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the price of their shares. This would materially and adversely affect the liquidity of our securities.

There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our company.

Proper systems of internal controls over financial accounting and disclosure are critical to the operation of a public company. As we are a start-up company, we are at the very early stages of establishing, and we have not yet, and we may be unable to effectively establish, such systems. Our board of directors lacks a functioning, independent audit committee, which could preclude us from establishing effective controls. If this condition persists, we will continue to be subject to the risk of our company not having the ability to reliably assimilate and compile financial information about our company and significantly will continue to impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives. Moreover, we do not expect that disclosure controls or internal controls over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely impact us.

We do not anticipate paying any cash dividends to our common shareholders.

We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to deploy available capital to execute our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Exchange Act which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. Although we are not currently the subject of any pending litigation, we may, in the future, be the target of such litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

The elimination of monetary liability against our director, officer and employees under Nevada law and the existence of indemnification rights of our director, officer and employees may result in substantial expenditures by our Company and may discourage lawsuits against our director, officer and employees.

Our articles of incorporation provide that directors and officers of the Company will not be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or the payment of dividends. In addition, our bylaws implement indemnification provisions requiring the Company to indemnify our directors to the fullest extent permitted by state law, and permit our board of directors to indemnify our officers. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

As a public company, our business is subject to regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A majority of the outstanding shares of our common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that one year following a company ceasing to be a “shell company” and filing Form 10 information with the SEC to that effect, a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCQB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

Because we were once a “shell company,” if we ever become delinquent with the filing of our reports, Rule 144 will no longer be available until and unless we become current.

Rule 144 provides, as indicated above, that sales of securities of a former shell company may only be made once the applicable waiting period has terminated and only if appropriate current information is available by the company, and that it has filed all relevant periodic reports that it is required to file. If we become delinquent with our SEC reports, any holders of restricted securities will no longer be able to sell until, if ever, the company becomes current. No assurance can be made that we will be able to remain current with its reports given the costs of an international audit and difficulty in raising capital.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2: PROPERTIES

Our principal offices are located at 5955 Edmond Street, Suite 102, Las Vegas, Nevada 89118. Our telephone number is 800-416-8802. Our office is approximately 185 square feet in size. The lease is month-to-month and the rate is $1,500 per month.

ITEM 3: LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 4: MINE SAFETY DISCLOSURES

None; not applicable.

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is not traded on any exchange. Our common stock is quoted on OTC Bulletin Board and OTCQB Market under the trading symbol “MDCN”. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board and OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, securities transactions are conducted through a telephone and computer network connecting dealers. Issuers on these listing services are, like us, traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

The following table sets forth, for the periods indicated over the last two years, the high and low closing bid quotations, as reported by the OTC Bulletin Board, and represents prices between dealers, does not include retail markups, markdowns or commissions, and may not represent actual transactions:

2013	Closing Bid High		Closing Bid Low
January 1 – March 31		4.10		0.31
April 1 – June 30		4.36		1.06
July 1 – September 30		1.93		0.38
October 3 – December 30		0.54		0.01
2014
January 1 – March 31		0.0105		0.008
April 2 – June 29		0.0105		0.0105
July 2 – September 28		0.05		0.0105
October 1 – December 31		0.042		0.031
2015
January 1- March 31		0.044		0.0007

These prices were obtained from OTC Markets and do not necessarily reflect actual transactions, retail markups, mark downs or commissions.

Holders

As of April 15, 2015, there were 197 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

Any decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities And Use of Proceeds

Name	Service	Date	Number of Shares Issued	Certificate Number
0845915 B.C. LTD	Consulting	10/30/2014	23,668	854
Barnstorm Communications Corp.	Consulting	10/30/2014	60,146	853
Brunson Chandler & Jones	Legal	10/30/2014	11,905	860
Brunson Chandler & Jones	Legal	10/30/2014	27,028	861
DJ Investment Trust LLC	Consulting	10/30/2014	25,000	862
Kenneth Williams	Director	10/30/2014	10,000	858
Matthew Toren	Consulting	10/30/2014	1,000,000	859
Gary Johnson	Director	10/30/2014	10,000	857
Norman James Payton	Consulting	10/30/2014	1,000,000	855
Michael Thompson	Director	10/30/2014	10,000	856
Vincent Calicchia	Consulting	9/30/2014	7,500	847
National Securities Corporation	Consulting	9/30/2014	17,500	846
Apdel Investments LLC	Consulting	8/18/2014	50,000	839
John Brady	Consulting	8/18/2014	100,000	844
Brunson Chandler & Jones	Legal	8/18/2014	6,623	841
Scout Holdings LLC	Consulting	8/18/2014	100,000	840
Alain Salem	Consulting	7/21/2014	100,000	837
Ralph Olson	Consulting	7/15/2014	300,000	835
Brunson Chandler & Jones, PLLC	Legal	7/7/2014	100,000	833
Green Grow, LLC	Consulting	7/7/2014	4,000,000	832
Kenneth Williams	Employment	7/7/2014	50,000	834
John Brady	Consulting	6/13/2014	1,000,000	829
Brunson Chandler & Jones, PLLC	Legal	6/13/2014	6,411	830
JT Sands Corp.	Consulting	6/13/2014	50,000	828
Anthony Baker	Consulting	5/29/2014	60,000	815
Tyler Bousield	Consulting	5/29/2014	45,110	816
Brunson Chandler & Jones, PLLC	Legal	5/29/2014	6,667	825
Kaycee Buckles	Consulting	5/29/2014	9,000	817
Ken Buckles	Consulting	5/29/2014	20,000	820
Dean Dovanne	Consulting	5/29/2014	10,000	814
Eagle Eye Capital, Inc.	Consulting	5/29/2014	500,000	827
Emerging Growth, LLC	Consulting	5/29/2014	60,000	822
Sandra Jackson	Subscription	5/29/2014	4,500	818
Corey Alvin Lawrence	Subscription	5/29/2014	45,000	819
Dina Lyaskovets	Consulting	5/29/2014	10,000	823
Dina Lyaskovets	Consulting	5/29/2014	10,000	824
Kevin Dale Moore	Subscription	5/29/2014	23,000	813
Andrea Ody	Subscription	5/29/2014	12,500	821
Kenneth Williams	Employment	5/29/2014	20,000	826

On November 10, 2014, the Company received conversion notices of 22,321 shares of the Company's common stock to Adar Bays, LLC (“Adar Bays”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.224. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On November 25, 2014, the Company received conversion notices of 41,901 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.16071. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On November 25, 2014, the Company received conversion notices of 568,064 shares of the Company's common stock to JSJ Investment Inc. (“JSJ”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated May 8, 2014, with an original principal amount of $100,000 and held by JSJ. The conversion price per share was $0.0880183. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 1, 2014, the Company received conversion notices of 67,505 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.11851. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 1, 2014, the Company received conversion notices of 75,188 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.1064. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 8, 2014, the Company received conversion notices of 119,342 shares of the Company's common stock to LG Capital Funding (“LG”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by LG. The conversion price per share was $0.0882. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 10, 2014, the Company received conversion notices of 252,101 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.0357. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 11, 2014, the Company received conversion notices of 332,957 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.0325. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 18, 2014, the Company issued 174,034 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.02873. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 22, 2014, the Company received conversion notices of 103,950 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.02405. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 29, 2014, the Company received conversion notices of 120,833 shares of the Company's common stock to Himmil Investments Ltd. (“Himmil”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.03. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On December 30, 2014, the Company received conversion notices of 807,168 shares of the Company's common stock to Typenex Co-Investment, LLC (“Typenex”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014, with an original principal amount of $1,105,000 and held by Typenex. The conversion price per share was $0.037167. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 5, 2015, the Company received conversion notices of 1,775,148 shares of the Company's common stock to Adar Bays in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.00845. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 6, 2015, the Company received conversion notices of 4,500,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0087. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 6, 2015, the Company received conversion notices of 2,514,743 shares of the Company's common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated May 8, 2014, with an original principal amount of $100,000 and held by JSJ. The conversion price per share was $0.00605. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 9, 2015, the Company received conversion notices of 1,738,282 shares of the Company's common stock to Typenex in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014, with an original principal amount of $1,105,000 and held by Typenex. The conversion price per share was $0.0075. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 12, 2015, the Company received conversion notices of 3,866,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0087. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 13, 2015, the Company received conversion notices of 5,925,558 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0083. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 22, 2015, the Company received conversion notices of 5,505,570 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0074. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On January 29, 2015, the Company received conversion notices of 5,470,068 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0074. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 4, 2015, the Company received conversion notices of 2,555,195 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0073. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 6, 2015, the Company received conversion notices of 918,473 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 6, 2015, the Company received conversion notices of 1,033,289 shares of the Company's common stock to LG Capital Funding (“LG”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by LG. The conversion price per share was $0.008353333. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 17, 2015, the Company received conversion notices of 3,149,530 shares of the Company's common stock to RDW Capital, LLC (“RDW”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.006. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 18, 2015, the Company received conversion notices of 3,220,069 shares of the Company's common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated May 8, 2014, with an original principal amount of $100,000 and held by JSJ. The conversion price per share was $0.00605. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 18, 2015, the Company received conversion notices of 4,250,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0035. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 23, 2015, the Company received conversion notices of 4,250,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0035. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 24, 2015, the Company issued the following shares: 3,000,000 shares to BCB Capital, LLC under a consulting agreement dated October 1, 2014 and 6,000,000 shares to Eagle Eye Capital Inc. under a consulting agreement dated October 1, 2014, 1,502,507 shares to its legal counsel under its engagement agreement, 30,000 shares to Ken Williams for his services as a director, 30,000 shares to Gary Johnson for his services as s director, 30,000 shares to Michael Thompson for his services as a director, 2,000,000 shares to Demitri Downing for his services as a consultant, 1,205,281 shares to Jade Mercantile under a consulting agreement, 5,000,000 shares to Chardan Capital Markets, LLC as compensation for services as a financial advisor, and 1,000,000 shares to Seraphim Holdings, LLC as compensation for shares as a consultant. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 26, 2015, the Company received conversion notices of 4,033,345 shares of the Company's common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated May 8, 2014, with an original principal amount of $100,000 and held by JSJ. The conversion price per share was $0.00286. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 26, 2015, the Company received conversion notices of 4,250,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.00182. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 26, 2015, the Company received conversion notices of 2,797,203 shares of the Company's common stock to Adar Bays, LLC (“Adar Bays”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.003575. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 26, 2015, the Company received conversion notices of 4,312,000 shares of the Company's common stock to RDW Capital, LLC in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.003165. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On February 27, 2015, the Company received conversion notices of 4,250,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.00182. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 3, 2015, the Company received conversion notices of 2,474,038 shares of the Company's common stock to LG Capital Funding (“LG”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by LG. The conversion price per share was $0.005366667. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 3, 2015, the Company received conversion notices of 8,200,000 shares of the Company's common stock to Typenex Co-Investment, LLC (“Typenex”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014, with an original principal amount of $1,105,000 and held by Typenex. The conversion price per share was $0.002733. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 3, 2015, the Company received conversion notices of 2,945,990 shares of the Company's common stock to Adar Bays, LLC (“Adar Bays”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.003055. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 6, 2015, the Company received conversion notices of 4,250,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.00182. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 6, 2015, the Company issued 3,000,000 shares to Kenneth Williams for employment services, 3,000,000 shares to Wayne Hansen for employment services, 15,000,000 shares to Norman James Payton for consulting services, 5,000,000 shares to John Lorencz for consulting services, 25,000,000 shares to Green Grow, LLC for consulting services, 25,000,000 to Jade Mercantile Ltd. for consulting services, 500,000 to Ken Pamplin for consulting services, 6,000,000 shares to Tim Donald for consulting services, 9,000,000 shares to Drew Milburn for consulting services. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 6, 2015, the Company received conversion notices of 7,847,000 shares of the Company's common stock to RDW Capital, LLC in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.00175. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 10, 2015, the Company received conversion notices of 7,339,878 shares of the Company's common stock to JSJ in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated May 8, 2014, with an original principal amount of $100,000 and held by JSJ. The conversion price per share was $0.0015767. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 11, 2015, the Company received conversion notices of 20,000,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.000665. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 13, 2015, the Company received conversion notices of 14,730,000 shares of the Company's common stock to RDW Capital, LLC in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.00085. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 16, 2015, the Company received conversion notices of 14,500,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.0006503. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 17, 2015, the Company received conversion notices of 20,000,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.000665. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 18, 2015, the Company received conversion notices of 15,000,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.00056. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 18, 2015, the Company received conversion notices of 15,502,700 shares of the Company's common stock to RDW Capital, LLC in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.000615. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 19, 2015, the Company received conversion notices of 3,473,945 shares of the Company's common stock to Adar Bays, LLC (“Adar Bays”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.002015. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 19, 2015, the Company received conversion notices of 30,000,000 shares of the Company's common stock to Himmil in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 25, 2014, with an original principal amount of $1,500,000 and held by Himmil. The conversion price per share was $0.000525. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 24, 2015, the Company received conversion notices of 4,853,859 shares of the Company's common stock to Adar Bays, LLC (“Adar Bays”) in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated March 31, 2014, with an original principal amount of $57,500 and held by Adar Bays. The conversion price per share was $0.00078. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

On March 30, 2015, the Company received conversion notices of 16,668,700 shares of the Company's common stock to RDW Capital, LLC in partial satisfaction of its obligations under, and the holder's election to convert a portion of, the Convertible Promissory Note dated June 4, 2014 with Typenex, with an original principal amount of $1,105,000, $75,000 of which was purchased by RDW in a private transaction. The conversion price per share was $0.0004. These shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering.

Purchases of Equity Securities by Us and Affiliated Purchasers

None; not applicable.

ITEM 6: SELECTED FINANCIAL DATA

See Item 8.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Prospective investors should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Plan of Operation

Our plan of operation for the next 12 months is to continue to seek to acquire or establish joint ventures with businesses in the medical and recreational marijuana sector. To that end, we announced two proposed real estate acquisitions in Arizona that would represent our initial entry into the U.S. market. In December 2014, we signed an agreement to acquire a 67,000 square foot facility in Phoenix, Arizona. The Company plans to lease it as a marijuana growing and warehouse facility to licensed growers. In January 2015, Medican entered into a purchase agreement to acquire a 7,200 square foot retail and commercial property in Phoenix, Arizona. The property is currently leased through August 2018 to an Arizona state licensed medical marijuana dispensary. We are actively seeking similar and other business opportunities in the marijuana sector, including operating businesses such as Future Harvest and the possibility of acquiring real estate which we can then lease to licensed growers in jurisdictions where such activities are permissible.

Based on the current plans and objectives, we will have significant foreseeable cash requirements related to the establishment of our business, including the acquisition of companies and relates costs. Additionally, we will have expenses that related to maintaining our Company’s good standing or the payment of expenses associated with legal fees, accounting fees, outstanding debt and other general operating expenses. No assurances can be given that we will be able to fund our business or establish our operations, which could cause us to reevaluate our business strategy in its entirety and could lead to the failure of our business.

Additionally we will have expenses that will relate to maintaining our Company’s good standing or the payment of expenses associated with legal fees, accounting fees, and other general operating expenses.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

The Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its financial statements.

Results of Operations

Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013

Our current operations began on October 1, 2013. General and administrative expenses were $1,501,640 for the year ended December 31, 2014, compared to $367,042 for the year ended December 31, 2013. General and administrative expenses were comprised mainly legal, consulting, and investor relation fees. We had a net loss of $56,521,453 for the year ended December 31, 2014 compared to a net loss of $376,449 for the year ended December 31, 2013. The increase in net loss for the period ended December 31, 2013, is due to the increase in professional services expenses resulting from issuing stock for consulting, legal, management and investor relation fees and other services arising from the change in control of the company and increasing operating activities in Canada and the US. Consulting fees include $26,591,126 as common shares issued for consulting services. The increase in consulting fees reflects the realization of business goals for the year including acquisition of Phoenix properties and Medican Nations initiatives.

We issued 19,460,448 common shares pursuant to consulting, legal, and management services, valued at $42,702,687 during the year ended December 31, 2014, which accounted for the majority of the net loss. No common shares were issued pursuant to such services in the year ending December 31, 2013.

Liquidity and Capital Resources

On December 31, 2014 and 2013, we had $79,624 and $0 in cash on hand. If additional funds are required, such funds may be advanced by management or shareholders. Compensation to these individuals has been rendered in the form of stock payments and warrants as described in Note 7 to the financial statements. Various loans for advances made to the company were also incurred as described in note 3 to the financial statements.

During the year ended December 31, 2014, the Company received gross proceeds of $1,055,735 pursuant to private placements (2013 - $nil). The Company received proceeds of $1,727,000 from issuance of various convertible notes (2013 - $nil) and $171,323 in demand promissory note (2013 - $nil).

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements during the fiscal year ended December 31, 2014.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MEDICAN ENTERPRISES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firms	29
Consolidated Balance Sheets	30
Consolidated Statements of Operations	31
Consolidated Statements of Stockholders’ Deficit	32
Consolidated Statements of Cash Flows	33
Notes to Consolidated Financial Statements	34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Medican Enterprises, Inc.

5955 Edmond Street Suite 102

Las Vegas,NV 89118

We have audited the accompanying consolidated balance sheet of Medican Enterprises, Inc. as of December 31, 2014 and 2013 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Medican Enterprise, Inc. as of December 31, 2014 and the results of its operations and its cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern as indicated in Note 2. The Company has had no revenues and an accumulated deficit of $57,576,152. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in the Note 2, which includes the raising of additional equity financing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Anton & Chia LLP

Newport Beach, California

April 15, 2015

MEDICAN ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013


	2014			2013

ASSETS
Current asset:
Cash	$	79,624		$	-
Prepaid deposit		33,000			-
Total current assets		112,624			-
Total assets	$	112,624		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,954,488		$	176,187
Accrued Interest - related parties		-			4,172
Convertible Notes Payable (net of discount of $525,500)		5,749,937			-
Promissory Note		176,057			-
Stock issuance liability		145,578			-
Notes Payable - related parties		-			116,529
Total current liabilities		8,026,060			296,888

Derivative liability		389,397			-
Total liabilities		8,415,457			296,888

Stockholders’ Deficit:
Preferred Stock - 5,000,000 shares authorized, $.001 par value; 0 shares issued and outstanding		-			-
Common stock - 100,000,000 shares authorized, $.001 par value; 48,769,256 shares issued and outstanding as of December 31, 2014 and 27,151,240 as of December 31, 2013		48,769			27,151
Additional paid-in capital		49,224,550			770,428
Accumulated deficit		(57,576,152	)		(1,094,467	)
Total stockholders' deficit		(8,302,833	)		(296,888	)
Total liabilities and stockholders' deficit	$	112,624		$	-

See accompanying notes to the consolidated financial statements

MEDICAN ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Unaudited)
	2014			2013

REVENUE	$	-		$	-

OPERATING EXPENSES

Professional Services
Consulting		35,195,854			-
Legal		1,578,009			-
Management		14,862,965			-
Consulting and media relations		43,542			-
Stock Compensation		4,354,867			-
Selling, General & Administrative		1,501,640			367,042

Total Operating Expenses		57,536,877			367,042

Loss From Operations		(57,536,877	)		(367,042	)
OTHER INCOME (EXPENSE):
Related Party Interest Expense		-			(9,407	)
Gain on revaluation of derivative liability		1,559,423			-
Loss on excess of fair value of stock issued over convertible note principal		(107,784	)		-
Loss on excess derivative liability over note principal		(436,215	)		-
NET LOSS	$	(56,521,453	)	$	(376,449	)

Currency Translation Adjustment		39,767			-

COMPREHENSIVE LOSS	$	(56,481,686	)	$	(376,449	)

NET LOSS PER BASIC AND DILUTED SHARES	$	(1.37	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		41,251,844			26,569,076

See accompanying notes to the consolidated financial statements

MEDICAN ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT YEARS ENDED DECEMBER 31, 2014 AND 2013
		Number of Shares		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Net Stockholders’ (Deficit)
Balance, December 31, 2012			26,501,240	$	26,501	$	588,499	$	(718,018	)	$	(103,018	)
Common stock issued for services at $0.25 per share			650,000		650		161,850		-			162,500
Related party debt forgiveness			-		-		9,603		-			9,603
Contributions from directors			-		-		10,476		-			10,476
Net loss for the year			-		-		-		(376,449	)		(376,449	)
Balance, December 31, 2013			27,151,240	$	27,151	$	770,428	$	(1,094,467	)	$	(296,888	)
Private placement	- at $0.50		100,000		100		49,900		-			50,000
- at $1.00			161,110		160		160,950		-			161,110
- at $1.10			252,000		252		276,948		-			277,200
Subscriptions received			1,154,800		1,155		566,270		-			567,425
Conversion of related party payables			175,624		175		208,281		-			208,456
Conversion of convertible debt into common stock			174,034		174		4,826		-			5,000
Common stock issued for services pursuant to:
- Consulting			13,861,814		13,863		26,577,263		-			26,591,126
- Legal			598,634		599		1,360,962		-			1,361,561
- Management			5,000,000		5,000		14,745,000		-			14,750,000

Issuance of warrants			-		-		4,155,467		-			4,155,467
Beneficial conversion price			-		-		41,212		-			41,212
Stock compensation to directors			140,000		140		199,260		-			199,400
Loss on excess of fair value of stock over conversion principal			-		-		107,784		-			107,784
Net loss for the year			-		-		-		(56,481,685	)		(56,481,685	)
Balance, December 31, 2014			48,769,256	$	48,769	$	49,224,550	$	(57,576,152	)		(8,302,833	)

See accompanying notes to the consolidated financial statements

MEDICAN ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
	2014			2013

Operating Activities:
Comprehensive Loss	$	(56,481,686	)	$	(376,449	)
Adjustments to reconcile net loss to net cash used in operating activities:
Warrants issued as compensation		4,155,467			-
Stock compensation expenses		199,400			-
Gain on revaluation of derivative liabilities		(1,559,423	)		-
Loss on excess of fair value of stock over principal		107,784			-
Loss on excess of derivative liability over note principal		436,215			-
Convertible debt issued on consulting fees		4,450,000			-
Interest and accretion		1,286,801			-
Stock Issued for Services:
Consulting		26,591,126			162,500
Management		14,750,000			-
Legal		1,361,561			-
Change in operating assets and liabilities:
Prepaid deposit		(33,000	)		-
Accounts payable		1,753,566			176,187
Payables to related parties		-			22,948
Accrued interest – related party		-			(5,265	)
Net cash used in operating activities:		(2,982,189	)		(20,079	)
Financing Activities:
Related party debt forgiveness		-			9,603
Notes payable		87,755			-
Convertible notes		1,727,000			-
Demand promissory note		171,323			-
Subscription agreements		1,075,735			-
Proceeds from borrowing, related parties		-			10,476
Net cash provided by financing activities:		3,061,813			20,079
Net change in cash in period		79,624			-
Cash, beginning of period		-			-
Cash, end of period	$	79,624		$	-
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Note payable issued for payables to related party	$	-		$	146,309
Related party debt forgiveness	$	-		$	9,603
Capital stock issued to settle related party debt	$	43,904		$	-
Conversion of convertible note to common stock	$	-		$	-
Convertible note issued on consulting fees	$	4,450,000		$	-

See accompanying notes to the consolidated financial statements

MEDICAN ENTERPRISES, INC.

Notes to the Consolidated Financial Statements

Years Ended December 31, 2014 and 2013

NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Organization

Medican Enterprises, Inc. (“the Company”) was incorporated in Nevada in October, 1988, under the name Extant Investments, Inc. In 1991, the Company merged with and changed its name to Sentinel Scientific, Inc. From 1991 to 1993, the Company was involved with research and development of biomedical technologies, but ceased active operations due to lack of operating capital. In August, 1993, the Company merged with A.F.C. Entertainment, Inc. (“A.F.C.”), a Barbados corporation, which was involved with the foreign film industry. In December, 1993, the Company purchased all of the shares of Film Optical Investments Limited, a corporation organized in the Province of Ontario, Canada (“Film Opticals”) in exchange for 120,000 of its common shares. With the acquisition of Film Opticals, the Company had been engaged in the business of providing a full range of motion picture printing services and creative titles, credits and optical effects for features, commercials, theatrical and television programs. The foreign film library, acquired with the merger of A.F.C., remained intact, but funding constraints curtailed the Company’s ability to develop and market this business. Because of these constraints, the board of directors elected on December 8, 2004, to sell Film Opticals. The Company is currently considering new business opportunities for its planned principal operations. On August 6, 2013, The Company changed its name to Medican Enterprises, Inc.

We are a bio-pharmaceutical company focused on pursuing business opportunities in the growing medical and recreational marijuana sector. Through its subsidiaries, the Company is seeking to invest in businesses associated with the growing, marketing, research and development, training, distribution and retail sale of medical and recreational marijuana, both in the United States and Canada. As of the date of this report, the Company has not commenced the actual the production and sale of medical marijuana but is seeking to lay the foundation to commence this business or related business in the marijuana sector.

We currently have five subsidiaries through which we operate our business.

Medican Systems Inc. is a corporation incorporated under the laws of the Territory of the Yukon under incorporation number 535642 on December 30, 2013. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to our company, making Medican Systems our direct wholly-owned subsidiary. The primary focus of Medican Systems is to function as a holding company for Canadian based investments, joint ventures and opportunities.

Medican (Delta) Systems, Inc. (“Medican Delta”) is a corporation incorporated under the laws of the Province of British Columbia under incorporation number BC0989867 on December 31, 2013 and is a subsidiary of Medican Systems. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to Medican Systems. The primary focus of Medican Delta is to pursue opportunities in the medical marijuana industry in and around the city of Delta in British Columbia, Canada.

Canaleaf Systems, Inc. (“CanaLeaf”) is a corporation incorporated under laws of Canada under the Canada Business Corporation Act under incorporation number 883348-6 on March 25, 2014 and is also a subsidiary of Medican Systems. The authorized share structure is an unlimited number of common shares. CanaLeaf is our operating subsidiary focused on business opportunities in Canada.

The consolidated financial statements of the Company have been prepared in accordance with U. S. generally accepted accounting principles. The consolidated financial statements of the Company include the accounts of Medican Enterprises, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. The following summarizes the more significant of such policies:

(b) Statement of Cash Flows

For purposes of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

The Company applies the provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740 Income Taxes. The Standard requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no outstanding tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.

The Company classifies tax-related penalties and net interest on income taxes as income tax expense. As of December 31, 2014 and 2013, no income tax expense had been incurred or accrued.

(d) Fair Value Measurements and Financial Instruments

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The carrying value of cash, accounts receivable, investment in a related party, accounts payables, accrued expenses, due to related party, notes payable, and convertible notes approximates their fair values due to their short-term maturities.

(e) Foreign currency fluctuations and inflationary pressures may have a negative impact on our financial condition and results of operations.

Our operations in Canada, subject us to foreign currency fluctuations and inflationary pressures which may adversely affect our financial position and results of operations. Since we report our results of operations and financial condition in U.S. dollars, fluctuations in foreign currencies relative to the U.S. dollar may impact our financial results. We do not currently have a hedging program to address foreign currency fluctuations. Any steps taken by us to address foreign currency fluctuations may not eliminate all adverse effects.

(f) Net Loss Per Common Share

Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are no common stock equivalents outstanding, thus, basic and diluted income or loss per share calculations are the same.

(g) Impairment of Long-Lived Assets

The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue. The Company has no long-lived assets as of December 31, 2014 and 2013.

(h) Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with U. S. generally accepted accounting principles (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(i) Revenue Recognition

The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, “Revenue Recognition.” SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers. The Company shall also record accounts receivable for revenue earned but not yet collected. An allowance for bad debts shall be provided based on estimated losses. For revenue received in advance of service the Company shall record a current liability as deferred revenue until the earnings process is complete.

(j) Impact of New Accounting Standards

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

(k) Derivative Financial Instruments

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

(l) Stock Based Compensation

Shares were issued to various directors as compensation for services rendered. During the year ended December 31, 2014, 140,000 common shares were issued at a value of $199,260.

During the year ended December 31, 2014, the Company issued 3,230,000 warrants in connection with the share issuances and subscriptions that occurred during the period. The fair value of these warrants was determined to be $6,643,981. All warrants have a term that extends from the date of issuance through June 30, 2015. Accrual of expenses related to these warrants during the year ended December 31, 2014 amounted to $4,155,467. The Company also granted 297,832 warrants in connection with convertible note financing and recorded a derivative liability and corresponding debt discount on the convertible note financing in the amount of $195,927. At December 31, 2014, the fair value of this derivative liability relating to the 297,832 warrants had decreased to $nil.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company has an accumulated deficit of $57,576,152 as of December 31, 2014, and has had negative cash flows from operating activities through December 31, 2014 as well as very limited cash resources as of December 31, 2014. The loss was primarily due to the issuance of common stock and warrants for professional services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Management plans to continue to seek to build the foundations of its medical and recreational marijuana businesses, but it may be unable to do for a number of reasons, including the inability to reach final agreements with its partners and the inability to raise sufficient funds to commence and operate its business.

NOTE 3 RELATED PARTY TRANSACTIONS AND BALANCES

On December 31, 2014, total balances due to related parties amounted to $0 (2013 - $116,529). Various loans have been obtained through related parties in the prior year. These loans constituted the balance of the related party payables as of December 31, 2013. During the year ended December 31, 2014, the Company settled amounts payable to related parties by issuance of 175,624 shares of common stock valued at $208,456 which is valued at the market value of shares at the date of issuance.

NOTE 4 EQUITY

On August 16, 2013, the Company’s board of directors approved a forward split paid as a stock dividend, on a basis of 20:1 (the “Stock Dividend”), pursuant to which, the Company’s shareholders as at September 24, 2013 received twenty (20) shares of our Company’s common stock for each one (1) share of common stock currently held. The pay-out date as approved by the board of directors and Financial Industry Regulatory Authority is September 25, 2013.

On October 4, 2013, 20,000 shares were issued to individuals in exchange for services. The shares were valued at $0.25 per share and had a par value of $0.001.

On November 25, 2013, 600,000 shares were issued to individuals in exchange for services. The shares were valued at $0.25 per share and had a par value of $0.001.

On December 6, 2013, 30,000 shares were issued in exchange for services. The shares were valued at $0.25 per share and had a par value of $0.001.

On April 23, 2014, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State increasing its authorized shares to 100,000,000 shares, par value $0.001 per share.

During the year ended December 31, 2014, the Company:

i.	Issued 1,726,910 common shares for proceeds of $1,075,735 pursuant to private placements.

ii.	Issued 140,000 common shares valued at $197,400 to officers and employees and recorded stock compensation expense at the market value of shares at the date of issuance.

iii.	Issued 175,624 common shares to a shareholder pursuant to settlement of notes payable of $208,281 due to a shareholder.

iv.	Issued to various consultants 13,861,814 common shares valued at $26,591,126, as payment for consulting services. Shares were valued as of their respective issuance dates throughout the period.

v.	Issued 598,634 common shares valued at $1,361,561 as payment for legal services. Shares were valued as of their respective issuance dates throughout the period.

vi.	Issued 5,000,000 common shares valued at $14,750,000 as payment for management services. Shares were valued as of their respective issuance dates throughout the period.

During the year ended December 31, 2014, the Company issued 3,230,000 warrants issued in connection with the share issuances and subscriptions that occurred during the year. The fair value of these warrants was determined to be $6,643,981, which is calculated using the Black-Scholes method and the following assumptions: volatility 120-128%, risk-free rate 0.2%-0.3%, 0% dividends. All warrants have a term that extends from the date of issuance through June 30, 2015. Accrual of expenses related to these warrants during the year ending December 31, 2014 amounted to $4,155,467.

During the year ended December 31, 2014, the Company issued 1,599,910 warrants in connection with private placements that occurred during the year. The warrants are exercisable into one common share at $0.50 to $1.50 per warrant, expiring June 30, 2015. The Company also issued 297,832 warrants in connection with a $1,500,000 convertible note (Note 7 (d)).

A summary of the warrants issued as of December 31, 2014 and 2013 is as follows:

	Number		Weighted Average Exercise Price
Outstanding at December 31, 2013		-	$	-
Issued		5,127,742		0.70
Exercised		-		-
Outstanding and exercisable at December 31, 2014		5,127,742	$	0.70

NOTE 6 CASH

As of December 31, 2014, total cash balances amounted to $79,624. Of this amount, $46,554 is held in a bank account denominated in Canadian dollars. Because the reporting company reports all balances in US Dollars, transactions over the course of the period which were denominated in Canadian dollars were adjusted as of December 31, 2014 to reflect their value in US Dollars. The effect of this is a foreign currency translation adjustment of $39,767 on the Statement of Operations.

NOTE 7 NOTES PAYABLE

(a) $115,000 March 31, 2014 LG Capital/Adar Bays Convertible Notes

On March 31, 2014, the Company issued two convertible notes in the principal amounts of $57,500 each. The notes mature on March 31, 2015, are 8% per annum convertible notes and each includes a 5% original issue discount such that the total proceeds to the Company from issuance of the two notes is $115,000 and the purchase price for each note is $55,000. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be paid by the Company in common stock.

The Company recorded a derivative liability of $84,506 from the variable conversion pricing of the convertible note and recorded accretion expense of $84,506 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $56,295 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $28,211.

During the three months ended December 31, 2014, the debtors elected to convert $65,321 in convertible debt principal and interest into 1,189,299 shares of common stock with an aggregate fair value of $91,960, representing the fair value of the derivative liabilities and the amortized cost of convertible debt settled was included as additional paid-in capital. During the year ended December 31, 2014, the Company recorded a loss of $26,639 on the excess of fair value of stock issued over the converted principal amount. As at December 31, 2014, the stock has not been issued, and the conversion value of $65,321 has been recorded to stock issuance liability. At December 31, 2014, the convertible note principal and interest balances are $54,875.

The back-end notes entered into on March 31, 2014, with face values of $57,500 each was funded and the Company received the funds on October 22, 2014 and December 11, 2014. The Company issued two convertible notes in the principal amounts of $57,500 each. The note matures on March 31, 2015, are 8% per annum convertible notes and each includes a 5% original issue discount such that the total proceeds to the Company from issuance of the note is $55,000 and the purchase price for each note is $55,000. The back-end notes were also amended such that the conversion price for each share is 65% of the lowest closing bid price for twenty prior trading days. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. Interest shall be paid by the Company in common stock. At December 31, 2014, the back-end convertible note principal and interest balances are $115,835.

The Company recorded a derivative liability of $80,028 from the variable conversion pricing of the convertible note and recorded accretion expense of $14,543 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $48,145 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $31,883.

Subsequent to December 31, 2014, the debtor elected to convert $15,000 of convertible debt principal into 1,775,148 shares of common stock with an aggregate fair value of $71,006 which is the market trading price at date of conversion.

(b) $100,000 May 8, 2014 JSJ Investments Convertible Note

On May 8, 2014, the Company issued a 12% convertible note in exchange for cash received of $100,000. The Company must pay 12% interest per annum on the unpaid principal balance, and the principal balance was due on November 8, 2014. Upon maturity date, the note has a cash redemption premium of 130% of the principal amount. The note may be converted to stock at a conversion price equal to 45% discount to the average of the three lowest trades on the previous ten trading days to the date of conversion.

The Company recorded a derivative liability of $129,359 from the variable conversion pricing of the convertible note and recorded accretion expense of $129,359 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the statement of operations of $28,333 for the year ending December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $128,978, during the year ended December 31, 2014, resulting in an ending derivative liability balance of $381.

During the three months ended December 31, 2014, the debtor elected to convert $50,000 in convertible debt principal into 568,064 shares of common stock with an aggregate fair value of $96,571, representing the fair value of the derivative liabilities and the amortized cost of convertible debt settled was included as additional paid-in capital. During the year ended December 31, 2014, the Company recorded a loss of $46,571 on the excess of fair value of stock issued over the converted principal amount. As at December 31, 2014, the stock has not been issued, and the conversion value of $50,000 has been recorded to stock issuance liability. At December 31, 2014, the convertible note principal and interest balance is $57,118.

On June 4, 2014, the Company issued a 10% secured convertible promissory note in the principal amount of $1,105,000. The Company must pay 10% interest per annum on the unpaid principal balance which is due November 4, 2015. The purchase price for the note is $1,000,000, computed as $1,105,000 original principal balance, less the original issue discount (“OID”) of $100,000, less the transaction cost of $5,000. On the closing date, the investor shall pay the purchase price to the Company by delivering the following at closing:

a) The initial cash purchase price of $170,000 and $15,000 of the OID (received)

b) Secured investor note #1 in the principal amount of $85,000 and $8,500 of the OID

c) Secured investor note #2 in the principal amount of $85,000 and $8,500 of the OID

d) Secured investor note #3 in the principal amount of $85,000 and $8,500 of the OID

e) Secured investor note #4 in the principal amount of $85,000 and $8,500 of the OID

f) Investor note #5 in the principal amount of $85,000 and $8,500 of the OID

g) Investor note #6 in the principal amount of $85,000 and $8,500 of the OID

h) Investor note #7 in the principal amount of $85,000 and $8,500 of the OID

i) Investor note #8 in the principal amount of $85,000 and $8,500 of the OID

j) Investor note #9 in the principal amount of $85,000 and $8,500 of the OID

k) Investor note #10 in the principal amount of $85,000 and $8,500 of the OID

The conversion price for each lender conversion shall be $1.65. Lender has the right at any time after the purchase price date to convert all or any part of the outstanding balance into shares of common stock. During the year ended December 31, 2014, the Company received the first tranche of $170,000 less transaction cost.

As the conversion price at the date of issuance of the note was less than the Company’s market trading price of $2.04 on June 4, 2014, the Company recorded a beneficial conversion feature of $41,212 against additional paid-in capital and recorded accretion expense of $16,453 for the year ended December 31, 2014.

During the three months ended December 31, 2014, the debtor elected to convert $30,000 in convertible debt principal into 807,168 shares of common stock with an aggregate fair value of $64,573, representing the fair value of the derivative liabilities and the amortized cost of convertible debt settled was included as additional paid-in capital. During the year ended December 31, 2014, the Company recorded a loss of $34,573 on the excess of fair value of stock issued over the converted principal amount. As at December 31, 2014, the stock has not been issued, and the conversion value of $30,000 has been recorded to stock issuance liability. At December 31, 2014, the convertible note principal and interest balance is $159,675.

(d) $1,500,000 June 25, 2014 Himmil Convertible Note

On June 25, 2014, the Company entered into a Securities Purchase Agreement (the “Agreement”) with a single accredited investor (the “Investor”) in a private placement pursuant to which the Investor purchased a 5% Convertible Note with a face amount of $1,500,000 for a purchase price of $1,000,000 (the “Note”). The Note bears interest at a rate of 5% per annum and is payable one year after the date of the issuance. The Company may pay interest due either in cash or, at its option, through freely tradable stock. The Note will be convertible at the option of the Investor at any time into shares of the Company’s common stock at a conversion price equal to the less of (i) $1.90 and (ii) 70% (60% in the event of default) of the average of the two lowest volume-weighted-average-price of the Common Stock during the 12 consecutive trading days immediately preceding the applicable conversion date. All or part of the then remaining principal amount of the Note may be prepaid at any time at a price equal to 125% of the sum of the remaining principal amount of the Note to be prepaid plus all accrued and unpaid interest thereon. The principal amount of the Note will be reduced by $500,000 if the shares of Common Stock underlying the Note are registered for public resale pursuant to an effective registration statement by August 24, 2014. As at December 31, 2014, the carrying amount of this Convertible Note is $808,043, net of a $500,000 original issuer discount.

At September 1, 2014, due to the issuance of a separate convertible note which violates the Agreement, the interest rate on the Convertible Note increased from 5% to 18%.

In connection with the Agreement, the Investor received a warrant to purchase 297,832 shares of common stock, exercisable for a period of 5 years from the date of issuance at exercise price of $2.15, subject to adjustment. If a registration statement is not effective for the resale by the Holder of all of the Warrant Shares, the Investor may exercise the warrant on a “cashless” basis. The conversion price of the Note and the exercise price of the Warrant are subject to “full ratchet” anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. During the year ended December 31, 2014, the Company recorded $195,927 as a derivative liability on the issuance of these warrants. At December 31, 2014, the derivative liability from the issuance of warrants was revalued, resulting in a gain on revaluation of derivative liability of $195,927. During the year ended December 31, 2014, the Company recorded accretion expense of $101,453 on the derivative liability of these warrants. At December 31, 2014, the convertible note principal and interest balance is $1,603,476.

The Company recorded a derivative liability of $1,164,745 from the variable conversion pricing of the convertible note and recorded accretion expense of $603,114 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the profit and loss of $360,672 for the year ending December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $1,099,709, resulting in an ending derivative liability balance at December 31, 2014 of $261,209.

Subsequent to December 31, 2014, the debtor elected to convert $221,122 in convertible debt principal into 27,822,391 shares of common stock with an aggregate fair value of $503,352 which is the market trading price at respective dates of conversion.

(e) $83,500 September 1, 2014 KBM Worldwide Convertible Note

On September 1, 2014, the Company issued a convertible note in the principal amount of $83,500. The note matures on June 1, 2015 and bears 8% interest per annum. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 58% of the average of the 3 lowest closing bid prices for ten prior trading days.

The Company recorded a derivative liability of $85,871 from the variable conversion pricing of the convertible note and recorded accretion expense of $39,211 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the profit and loss of $4,967 for the year ended December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $76,440 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $9,431. At December 31, 2014, the convertible note principal and interest balance is $87,362.

(f) $82,688 September 12, 2014 LG Capital Convertible Note

On September 12, 2014, the Company issued a convertible note in the principal amount of $82,688. The note matures on September 12, 2015 and bears 8% interest per annum. The note contains a 5% original issue discount such that the purchase price is $78,750. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be payable in common stock.

The Company recorded a derivative liability of $68,933 from the variable conversion pricing of the convertible note and recorded accretion expense of $21,175 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $59,964 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $8,969. At December 31, 2014, the convertible note principal and interest balance is $86,185.

(g) $4,450,000 October 1, 2014 Convertible Notes

On October 1, 2014, the Company issued convertible notes to various debtors in the principal amount of $4,450,000 in consideration of consulting expenses from the debtors. The note matures on April 1, 2015 and bears 10% interest per annum. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 50% of the average of the lowest closing bid price for twenty prior trading days. Interest shall be payable in common stock. At December 31, 2014, the convertible note principal and interest balance is $4,560,945.

(h) $75,000 November 25, 2014 Tangiers Convertible Note

On November 25, 2014, the Company issued a convertible note in the principal amount of $220,000. The initial amount received by the Company was $75,000, with an additional $7,500 of the financing retained by the debtor through an original issuer discount. The debtor has the option to finance additional amounts up to the balance of $220,000 until May 25, 2015. The note matures on November 25, 2015 and bears 10% interest per annum. The note contains a 5% original issue discount such that the purchase price is $78,750. At the option of the holder, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 58% of the lowest closing bid prices for ten prior trading days.

The Company recorded a derivative liability of $78,148 from the variable conversion pricing of the convertible note and recorded accretion expense of $4,926 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the statement of operations of $14,596 for the year ending December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $52,651 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $25,497. At December 31, 2014, the convertible note principal and interest balance is $84,966.

(i) $43,000 November 26, 2014 KBM Worldwide Convertible Note

On November 26, 2014, the Company issued a convertible note in the principal amount of $43,000. The note matures on August 28, 2015 and bears 8% interest per annum. At the option of the holder, beginning May 13, 2015, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 42% of the lowest three closing bid prices for ten prior trading days.

The Company recorded a derivative liability of $61,303 from the variable conversion pricing of the convertible note and recorded accretion expense of $2,173 relating to the derivative liability from variable conversion pricing during the year ended December 31, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the statement of operations of $26,621 for the year ending December 31, 2014. At December 31, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $37,487 during the year ended December 31, 2014, resulting in an ending derivative liability balance of $23,816. At December 31, 2014, the convertible note principal and interest balance is $44,178.

The carrying value of convertible debentures are as follows:

	2014			2013

Balance of convertible debentures, beginning of year	$	-		$	-
Proceeds from new convertible debt tranches		1,727,000			-
Convertible debt issued on consulting fees		4,450,000			-
Derivative liability of variable conversion price		(1,794,105	)		-
Derivative liability of warrants		(195,927	)		-
Excess of derivative liability of conversion price on principal amount		436,215			-
Interest accrued on principal		239,434			-
Accretion of derivative liability of conversion price		1,032,636			-
Conversion of convertible debt		(145,315	)		-
Balance of convertible debentures, end of year	$	5,749,937		$	-

The fair value of derivative liabilities are as follows:

	2014			2013

Fair value of derivative liabilities, beginning of year	$	-		$	-
Fair value of derivative liability at inception of new tranches		1,752,893			-
Fair value of derivative liability of warrants		195,928			-
Gain of revaluation of derivative liability		(1,559,423	)		-
Fair value of derivative liabilities, end of year	$	389,397		$	-

(j) $200,000 CDN October 1, 2014 Demand Promissory Note

On October 1, 2014, the Company received CDN $200,000 (US $171,323) pursuant to a demand promissory note agreement. The note bears interest at 12% per annum, calculated yearly and is due and payable in full on demand. Interest is due and payable annually on the first day of January of each year and must be paid no later than September 30, 2015.

NOTE 8 SUBSCRIPTION AGREEMENT

Under the Amendment to the Subscription Agreement that was entered into on April 29, 2014, the Company agreed to acquire a 51% interest in International Herbs Medical Marijuana Ltd. (“IHMML”), a company that is applying to obtain licensed producer status from Health Canada.

On July 25, 2014, the Company and CanaLeaf entered into a non-binding letter of intent with Zenabis Limited Partnership (“Zenabis”) and IHMML. In September 2014, the Company announced that due to structuring and regulatory issues, the prospects for consummating this restructuring are uncertain and that although the Company will continue to monitor this situation, the Company was turning to focus on other potential opportunities. As such, no assurances can be given that the transactions described in such non-binding letter of intent will be effectuated, and the Company is focusing on other operational activities at this time.

NOTE 9 PROPERTY

On December 2, 2014, the Company signed an agreement to acquire a 67,000 square foot facility in Phoenix, Arizona which the company plans to lease as a marijuana growing and warehouse facility to licensed growers. The industrial building sits on 2.55 acres of industrial zoned land. The anticipated final purchase price for the property is $2,340,310 and a closing is planned during the first half of 2015 pending, among other closing conditions, a variance to zone the building for the cultivation of marijuana. The acquisition of this property will launch Medican’s real estate and leasing services business under which the company would lease real estate that is outfitted with turnkey solutions for legally compliant growing facilities to licensed growers.

NOTE 10 INCOME TAXES

The provision for income taxes consists of the following:

	2014			2013
Current tax	$	-		$	-
Deferred tax benefit		(19,217,294	)		(127,993	)
Benefits of operating loss carryforwards		19,217,294			127,993
Provision for income tax	$	-		$	-

Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts as of December 31, 2014:

	NOL Balance		Tax			Rate
Net operating loss	$	10,266,101	$	3,490,474			34	%
Related party interest accrual		9,407		3,198			34	%
Warrants issued as compensation		4,155,467		1,412,859			34	%
Stock compensation expense		199,400		67,796			34	%
Stock issued for services		42,702,687		14,518,914			34	%
Other items		271,377		92,268			34	%
Valuation allowance				(19,585,509	)
Deferred tax asset, December 31, 2014			$	-

Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts as of December 31, 2013:

	NOL Balance		Tax			Rate
Net operating loss	$	1,073,579	$	365,017			34	%
Related party interest accrual		9,407		3,198			34	%
Valuation allowance				(368,215	)
Deferred tax asset, December 31, 2013			$	-

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Currently there is no reasonable assurance that the Company will be able to take advantage of a deferred tax asset. Thus, an offsetting allowance has been established for the deferred asset. The valuation allowance has increased by $16,998,435, from the prior year balance of $368,215, as of December 31, 2013.

The Company has the following operating loss carry forwards available at December 31, 2014:

Operating Losses Expires	Amount
2020	$	38,250
2021		12,382
2022		17,151
2023		14,274
2024		529,784
2025		32,564
2026		6,488
2027		7,905
2028		14,696
2029		6,905
2030		8,636
2031		8,035
2032		9,467
2033		367,042
2034		49,192,522
Total	$	10,266,101

Reconciliation between income taxes at the statutory tax rate (34%) and the actual income tax provision for continuing operations follows:

	2014			2013
Expected tax provision	$	19,217,294		$	(127,993	)
Effect of:
Increase in valuation allowance		(19,217,294	)		127,993
Actual tax provision	$	-		$	-

Uncertain Tax Positions

The Company has not made any adjustments to deferred tax asset or liabilities. The Company did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had operations and is carrying a Net Operating Loss as disclosed above. Since it is not unlikely that the Net Operating loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

The Company has filed income tax returns in the U.S. All years prior to 2011 are closed by expiration of the statute of limitations. The tax year ended December 31, 2011, will close by expiration of the statute of limitations on April 15, 2015. The years ended December 31, 2012, 2013 and 2014 are open for examination.

NOTE 11 SUBSEQUENT EVENTS

On January 14, 2015, the Company issued a convertible note in the principal amount of $54,000 to KBM Worldwide. The note matures on October 16, 2015 and bears 8% interest per annum. At the option of the holder, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 58% of the lowest three closing bid prices for ten prior trading days.

On January 16, 2015, the Company issued a convertible note in the principal amount of $100,000 to RDW Capital. The holder will pay $45,000 upon execution (received) and $45,000 once the 14C is effective. The note matures on July 16, 2015 and bears 10% interest per annum. At the option of the holder, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 35% of the lowest twenty closing bid prices for ten prior trading days.

On January 20, 2015, the Company entered into a purchase agreement to acquire a 7,200 square foot retail and commercial property in Phoenix, Arizona. The property is currently leased through August 2018 to an Arizona state licensed medical marijuana dispensary. Per the purchase agreement, the lease agreement will be assigned to Medican. The rental amount of the current lease is in excess of $200,000 annually, triple net. The lease provides for two five-year tenant renewal options. The lease rate increases at 3 percent per year or CPI, whichever is greater. Total purchase price for the property is $2,250,000, which Medican expects to pay through a combination of mortgage debt and an $850,000 convertible promissory note secured by the property. The property’s value has been appraised at $2,385,000 and was substantiated by an independent appraiser, Kalinowski & Associates. As per the Amendment No. 2 and 3 to the original agreement, the closing for the purchase of this property is expected to occur on or before May 31, 2015.

On January 30, 2015, the Company issued a convertible note in the principal amount of $66,000 to Black Mountain Equities, Inc. The note bears an original issue discount of $6,000. The note matures on January 30, 2016 and bears 10% interest per annum. At the option of the holder, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is the lesser of $0.03 or 60% of the lowest three closing bid prices for twenty prior trading days.

On February 16, 2015, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the authorized amount of shares of common stock to 1,000,000,000 shares, par value $0.001 per shares. The Company is also authorized, according to the Definitive Information Statement dated January 26, 2015, to enact a reverse split in an amount up to 1:10 according to the Board of Director’s discretion.

On February 19, 2015, the Company entered into a 10% convertible debenture with RDW Capital, LLC (“RDW”) in the principal amount of $25,000 (the "RDW Note"). The financing on the initial amount closed on March 23, 2015.

The principal due under the RDW Note bears interest at the rate of 10% per annum. Upon an event of default, the outstanding balance shall immediately be due in cash and shall incur a late fee of $1,000 per day. The principal and interest underlying the RDW Note is convertible at any time into common stock, at RDW’s option, and will be equal to 35% of the lowest trading price of the Company’s common stock during the twenty consecutive trading days prior to the date on which RDW (or the then-holder of the RDW) elects to convert all or part of the RDW Note. In connection therewith, the Company agreed to reserve from its authorized and unissued shares at least the number of shares that may be issuable upon conversion of the note once the Company has increased its authorized shares. The Company may prepay any portion of the principal amount at 130% of such amount along with any accrued interest of the RDW Note at any time upon seven days’ written notice to RDW.

On March 12, 2015, the Company entered into an 8% convertible promissory note with Vis Vires, Inc. (“Vis Vires”) in the principal amount of $43,000 (the "Vis Vires Note"). The financing on the initial amount closed on March 18, 2015.

The principal due under the Vis Vires Note bears interest at the rate of 8% per annum. Upon an event of default, the outstanding balance shall immediately increase to 150% of the outstanding balance immediately prior to the event of default. The principal and interest underlying the Vis Vires Note is convertible at any time into common stock, at Vis Vires’s option, and will be equal to 58% of the average of the lowest three trading price of the Company’s common stock during the ten consecutive trading days prior to the date on which Vis Vires (or the then-holder of the Vis Vires) elects to convert all or part of the Vis Vires Note. In connection therewith, the Company agreed to reserve from its authorized and unissued shares at least the number of shares that may be issuable upon conversion of the note once the Company has increased its authorized shares. The Company may prepay any portion of the principal amount at between 115% and 145% of such amount along with any accrued interest of the Vis Vires Note at any time upon seven days’ written notice to Vis Vires.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A: CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Management noted that there were inconsistencies in control over common stock issuances as well as late adjusting journal entries required. In order to resolve control over common stock and treasury, we seek to engage another transfer agent to improve control over common stock issuances. Late adjusting journal entries will be addressed through enhanced communication between CEO, CFO, and consultants. Based on this evaluation, our management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2014, our internal control over financial reporting requires enhancement but based on implementing the planned control improvements, we seek to continually improve effectiveness of internal control.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

On August 16, 2013, our company’s board of directors approved a stock dividend, on a basis of 20:1 (the “Stock Dividend”), pursuant to which, our Company’s shareholders as at September 24, 2013 received twenty (20) shares of our Company’s common stock for each one (1) share of common stock currently held. The pay-out date was approved by our board of directors and Financial Industry Regulatory Authority is September 25, 2013.

On March 25, 2014, we filed a Definitive Information Statement announcing that on March 6, 2014 the Company’s majority shareholder and Board of Directors authorized an increase in the authorized shares of the Company from 50,000,000 shares of common stock to 100,000,000 shares of common stock. The Information Statement has been mailed to shareholders and the Amendment to our company’s Articles of Incorporation will be filed twenty days after the mailing date.

On February 16, 2015, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the authorized amount of shares of common stock to 1,000,000,000 shares, par value $0.001 per shares. The Company is also authorized, according to the Definitive Information Statement dated January 26, 2015, to enact a reverse split in an amount up to 1:10 according to the Board of Director’s discretion.

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following sets forth information about our director and executive officer as of the date of this report:

Name	Age	Positions Held
Kenneth Williams	43	CEO, Director
Michael Thompson	44	Director
Gary Johnson	62	Director
Wayne Hansen	72	CFO

Background and Business Experience

Mr. Kenneth Williams

Mr. Williams, age 43, is a director and the Chief Executive Officer of the Company. He has over eighteen years of work experience in information technology, security and network engineering. Mr. Williams has held various positions as a systems and network engineer and network architect. From 2004-2011, Mr. Williams worked at the University of Michigan-MBNI Research as a research network specialist. In 2011, Mr. Williams was appointed as a chief technology officer in the public sector (at Digagogo Ventures Corp.) and later served as the chief executive officer and director. Since 2008, Mr. Williams has been a state-authorized caregiver in the Michigan Medical Marijuana Program.

Mr. Wayne Hansen

Mr. Hansen, age 72, is the Chief Financial Officer of the Company. Mr. Hansen has an extensive history of corporate financial management. Mr. Hansen is President of Caulfield Capital Management Inc. and has served in that capacity since 1997. He was formerly a Managing Partner of Asia Liaison and Practice Partner of BDO Dunwoody.

The Honorable Gary Johnson

Mr. Johnson, age 62, is the former two-term Republican governor of New Mexico. Raised in North Dakota and then New Mexico, Mr. Johnson graduated from the University of New Mexico in 1975. Mr. Johnson started a construction business in 1974, which grew into a multi-million dollar enterprise in the decades since. Mr. Johnson won the governorship of New Mexico in 1994 as an upstart Republican candidate, making a name for himself over the course of his time in office as a libertarian-minded conservative. Mr. Johnson has been active in libertarian causes, including marijuana legalization, since leaving office. Mr. Johnson was the Libertarian party's nominee for president in 2012. Mr. Johnson is an accomplished athlete competing in cycling and skiing and has climbed the highest mountain on 6 of the 7 continents. In 2003, Mr. Johnson summited Mount Everest.

Mr. Michael Thompson

Mr. Thompson, age 44, received a BS in Psychology and Sociology from the University of Oregon and a Masters in Marriage and Family Therapy. From 2009 - 2013, Mr. Thompson worked in the pharmaceutical industry as a sales representative for Amgen, Inc. He left that position in 2013 to focus his efforts on alternate projects. He has started and operates a retail and wholesale electronic cigarette company. Mr. Thompson has been involved in the medical marijuana industry as a licensed provider since early 2012. He has several years of hands-on cultivation experience, which include indoor, outdoor and advance hydroponic production. He also has in-depth knowledge and experience on the processing of the cannabis flower and by-products into a variety of marketable products. Mr. Thompson has been involved in efforts to legalize cannabis both for medicinal and recreational purposes. As a part of those efforts, he has gained a broad understanding of the changing laws regarding medical marijuana. Currently, he is heading a group designed to capitalize on mainstreaming the industry in areas where recreational use of marijuana has been legalized. The goal of that endeavor is to provide an upscale retail experience for a broad range of customers. Mr. Thompson brings his expertise from both a production and retail perspective to the Board.

Significant Employees

Other than the foregoing named officers and directors, we have no full-time employees whose services are materially significant to our business and operations, although we rely heavily on our consultant that helps administer our website.

Family Relationships

None.

Involvement in Other Public Companies

Mr. Williams is the Chief Technology Officer of Digagogo Ventures Corp.

Involvement in Certain Legal Proceedings

During the past 10 years, to our knowledge, none of our present or former directors, executive officers or persons nominated to become directors or executive officers has been the subject of any of the following:

(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any federal or state securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

The common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. We have reviewed the filings and have determined that the Company’s officers and directors are not in compliance with this requirement.

Code of Ethics

We have not adopted a code of ethics that applies to our executive officers and directors. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

Audit Committee

Our board of directors has determined that it does not have a member of its audit committee who qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We do not have an audit committee of our board of directors. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any significant profitability to date. In addition, we currently do not have a nominating, or a compensation committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our director does not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by our board of directors.

Compensation Committee

We do not have a Compensation Committee of our board of directors.

Nominating Committee

We have not established a Nominating Committee because, due to our lack of material operations and the fact that we presently have only four directors and executive officers. We believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

ITEM 11: EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)
Kenneth Williams	2013	$0	$0	$4,200	$0	$0	$4,200
Michael Thompson	2013	$0	$0	$4,200	$0	$0	$4,200
Wayne Hansen	2013	$5,000	$0	$0	$0	$0	$5,000
Gary Johnson	2014	$0	$0	$38,890	$0	$0	$38,890
Kenneth Williams	2014	$0	$0	$157,100	$0	$0	$157,100
Michael Thompson	2014	$0	$0	$38,170	$0	$0	$38,170
Wayne Hansen	2014	$93,925	$0	$0	$0	$0	$93,925

Gary Johnson, Kenneth Williams and Michael Thompson received 110,000, 100,000, and 30,000 shares of common stock during the year ended December 31, 2014, respectively, for their services as directors of the Company. Each of Kenneth Williams and Michael Thompson received 10,000 shares of common stock on October 4, 2013 for their services as directors of the Company.

Summary of Employment Contracts and Material Terms

On January 29, 2014, we entered into an employment contract with Wayne Hansen, our Chief Financial Officer. Under the terms of the contract, Mr. Hansen agreed to serve as Chief Financial Officer of the Company and will be compensated under the following terms: (i) Five Thousand dollars ($5,000) for the month of December 2013; (ii) Five Thousand dollars ($5,000) for the month of January 2014; (iii) Seven Thousand Five Hundred dollars ($7,500) for the month of February 2014; (iv) Seven Thousand Five Hundred dollars ($7,500) for the month of March 2014; (v) Ten Thousand dollars ($10,000) for the month of April 2014; (vi) Following April 2014, Ten Thousand dollars ($10,000) per month until amended by either party; (vii) At the option of either party, the compensation can be converted from cash to shares at a conversion rate of .25 per share. All shares converted will not be free trading until six months from the date of the agreement to be signed upon conversion; (viii) This compensation will be subject to adjustment pursuant to our employee compensation policies applicable to senior executives, as in effect from time to time.

Compensation of Directors

Our board members receive 10,000 shares of our common stock quarterly for their service on our board. Mr. Johnson received 100,000 shares of our common stock when he joined the Board of Directors during the first quarter of 2014.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership by any person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities as of April 7, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 447,063,367 shares of common stock outstanding at that date.

Beneficial Owners

Title of Class	Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Green Grow, LLC 1919 N Woodruff Mesa, AZ 85207	27,000,000	6.039%
Common Stock	Jade Mercantile 1919 N Woodruff Mesa, AZ 85207	27,205,281	6.085%
Common	Kenneth Williams	15,508,523	3.469%
	CEO, Director
	885 Cliffs Dr #304
	Ypsilanti, MI 48198

Management

Title of Class	Name and Address of Beneficial Owners	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Kenneth Williams	15,508,253	3.469%
	CEO, Director
	885 Cliffs Dr #304
	Ypsilanti, MI 48198
Common	Wayne Hansen	3,200,000	0.716%
	CFO
	565 Hawthorne Rise
	Parksville, BC V9P 2KE Canada
Common	Gary Johnson	1,028,878	0.230%
	Director
	PO Box 1858
	El Prado, NM 87529
Common	Michael Thompson	30,000	0.007%
	4906 S. Lincoln Way
	Spokane, WA 99224
Common	All Officers and directors as a group (three)	19,767,131	4.422%

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

Changes in Control

Some of our convertible debtholders could convert their debt into enough shares to result in a change of control, although the agreements with the convertible debtholders have provisions that limit the beneficial ownership limitations of these lenders. There are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.

Securities Authorized for Issuance under Equity Compensation Plans

None, not applicable.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

On June 25, 2013, Ken Williams, our Chief Executive Officer, entered into a series of Stock Purchase Agreements through which he acquired a majority of the then-issued and outstanding shares of the Company. Pursuant to that transaction, a change of control occurred.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Parents of the Smaller Reporting Company

We have no parent company.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of our Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship, which in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on this definition, Mr. Johnson and Mr. Thompson would be considered independent directors.

Description of Securities

Common Stock

We are authorized to issue up to 1,000,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

Preferred Stock

We are authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share. None of these shares are designated, issued or outstanding.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2014 and 2013:

Fee Category		2014		2013
Audit Fees	$	18,319	$	13,319
Audit-related Fee	$	1,400	$	1400
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	19,719	$	14,719

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2014 contained in Item 8 above which are incorporated herein by this reference.

(a)(3) Exhibits. The following exhibits are filed as part of this Annual Report:

Exhibit No.	Identification of Exhibit
3.1	Restated Articles of Incorporation(3)
3.2	Bylaws(1)
3.3	Amended Articles of Incorporation*
10.1	Securities Purchase Agreement dated March 31, 2014
10.2	Securities Purchase Agreement dated March 31, 2014
10.3	Convertible Note Agreement dated May 8, 2014
10.4	Secured Convertible Promissory Note dated June 4, 2014
10.5	Securities Purchase Agreement dated June 4, 2014
10.6	Convertible Promissory Note dated September 17, 2014
10.7	Convertible Redeemable Note dated September 12, 2014
10.8	Demand Promissory Note dated October 1, 2014
10.9	Convertible Promissory Note dated November 25, 2014
10.10	Convertible Debentures dated October 1, 2014
10.11	Convertible Promissory Note dated November 17, 2014
10.12	Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate
10.13	Purchase Contract dated January 15, 2015
10.14	Certificate of Amendment to Increase Authorized Shares dated February 16, 2015
14.1	Code of Ethics(2)
21.1	List of Subsidiaries*
31.1	Certification of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

(1) Filed with our initial Form 10 and incorporated herein by reference.

(2) Filed with our initial Form 10-KSB for December 31, 2006, and incorporated herein by reference.

(3) Filed with our initial Form 10-KSB for December 31, 2007, and incorporated herein by reference.

(4) Incorporated herein by reference.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEDICAN ENTERPRISES, INC

Date:	April 15, 2015		By:	/s/Kenneth Williams
				Kenneth Williams, CEO, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	April 15, 2015	By:	/s/Kenneth Williams
			Kenneth Williams, CEO, and Director

Date:	April 15, 2015	By:	/s/Wayne Hansen
			Wayne Hansen, Chief Financial Officer

Date:	April 15, 2015	By:	/s/Gary Johnson
			Gary Johnson, Director

Date:	April 15, 2015	By:	/s/Michael Thompson
			Michael Thompson, Director

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the 'Agreement'), dated as of Match 31, 2014, by and between Medican Enterprises, Inc., a Nevada corporation, with headquarters located at 5955 Edmond Street suite 102, Las Vegas, NV 89118 (the 'Company'), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the 'Buyer').

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the 'SEC') under the Securities Act of 1933, as amended (the '1933 Act');

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $115,000.00 (with the first note being in the amount of $57,500.00 and the second note being in the amount of $57,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the 'Note'), convertible into shares of common stock, $0,001 par value per share, of the Company (the 'Common Stock'), upon the terms and subject to the limitations and conditions set forth in such Note. The Notes shall contain a 5% original issue discount such that the purchase price of each Note shall be $55,000.00 The first of the two notes (the 'First Note') shall be paid for by the Buyer as set forth herein. The second note (the 'Second Note') shall initially be paid for by the issuance of an offsetting $55,000.00 secured note issued to the Company by the Buyer ('Buyer Note'), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows;

1. Purchase and Sale of Note.

a. Purchase of Note. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer's name on the signature pages hereto.

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the 'Purchase Price') by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the 'Closing Date') shall be on or about March 31, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the 'Closing') shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.

2. Buyer's Representations and Warranties. The Buyer represents and warrants to the Company that:

a.. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the 'Conversion Shares' and, collectively with the Note, the 'Securities') for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is an 'accredited investor' as that term is defined in Rule 501(a) of Regulation D (an 'Accredited Investor').

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be. afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not

disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re' sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an 'affiliate' (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ('Rule 144')) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ('Regulation S'), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

'NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAD3 ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.'

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with 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 Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's name on the signature pages hereto.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and 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 Company and will not impose personal liability upon the holder thereof.

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination. amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws

and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the 'OTCQB') and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company's securities 'chilled' by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

f. Absence of Litigation. Except as disclosed in the Company's public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. Acknowledgment Regarding Buyer' Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm's length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer' purchase of the Securities. The Company further represents to the Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h. No Integrated Offering. Neither the Company, nor any of its affiliates, nor ay person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3{i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

j. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4. COVENANTS.

a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith ('Documents'), including, without limitation, reasonable attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company's obligation with respect to this transaction is to reimburse Buyer' expenses shall be $2,750 in legal fees (and similar amounts for the Second Note) which shall be deduced from each Note when funded.

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any. upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange, the Nasdaq National Market ('Nasdaq'), the Nasdaq SmallCap Market ('Nasdaq SmallCap'), the New York Stock Exchange ('NYSE'), or the American Stock Exchange ('AMEX') and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority ('FINRA') and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

c. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

d. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

e. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

	If to the Company, to:
	Medican Enterprises, Inc.
	5955 Edmond Street Suite 102
	Las Vegas, NV 89118
	Attn: Ken Williams, CEO

	If to the Buyer:
	LG CAPITAL FUNDING, LLC
	1218 Union Street, Suite #2
	Brooklyn, NY 11225
	Attn: Joseph Lerman

Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its 'affiliates,' as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

1 . Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

Medican Enterprises, Inc.

By:
	Ken Williams
	Chief Executive Officer

LG CAPITAL FUNDING, LLC.

By:
Name:	Joseph Lerman
Title:	Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:		$57,500.00

Aggregate Purchase Price:

$57,500.00 less $2,500.00 in original issue discount and $2500 in legal fees
With similar payments to be repeated on the cash funding of Note 2.

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE '1933 ACT')

US $57,500.00

MEDICAN ENTERPRISES, INC.
8% CONVERTIBLE REDEEMABLE NOTE
DUE MARCH 31, 2015

FOR VALUE RECEIVED, Medican Enterprises, Inc. (the 'Company') promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ('Holder'), the aggregate principal face amount of Fifty Seven Thousand Five Hundred Dollars exactly (U.S. $57,500.00) on March 31, 2015 ('Maturity Date'') and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 31, 2014. This Note contains a 5% original issue discount such that the purchase price is $55,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except mat Holder shall pay any tax or other govemmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ('Act') and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ('Notice of Conversion') in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the 'Common Stock') without restrictive legend of any nature, at a price ('Conversion Price') for each share of Common Stock equal to 70% of the average of the 3 lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ('Exchange'), for the twenty prior trading days including me day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC 'Chill' on its shares, the conversion price shall be decreased to 60% instead of 70% while that 'Chill' is in effect.

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ('Interest Shares'). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) During the first six months this Note is in effect, the Company may redeem mis Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note is in effect, but less than the 151st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest., (iii) if the redemption is after the 150th day mis Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 150% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a 'Sale Event'), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of mis Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which mis Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described 'Events of Default' shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, write or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a 'shell' issuer and has never been a 'shell' issuer or that if it previously has been a 'shell' issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a 'shell issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder's counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving 125,000 shares of its Common Stock for conversions under this Note (the 'Share Reserve'). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares.

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: April 1, 2014

	MEDICAN ENTERPRISES, INC

	By:

	Title:	CEO

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURTIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE '1933 ACT')

US $57,500.00

MEDICAN ENTERPRISES, INC.
8% CONVERTIBLE REDEEMABLE NOTE
DUE MARCH 31, 2015
BACK END NOTE

FOR VALUE RECEIVED, Medican Enterprises, Inc. (the 'Company') promises to pay to the order of ADAR BAYS, LLC and its authorized successors and permitted assigns ('Hold'er'), the aggregate principal face amount of Fifty Seven Thousand Five Hundred Dollars exactly (U.S. $57,500.00) on March 31, 2015 ('Maturity Date') and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 31 2014. This Note contains a 5% original issue discount such that the purchase price of the Note is $55,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ('Act') and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present'ment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ('Notice of Conversion') in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, after the expira'tion of the requisite Rule 144 holding period (which shall in no event be less than 180 days after the date of issuance of this Note) and after full cash payment for the promissory note issued by the Holder to the Company simultaneously with the issuance by the Company of this Note (the 'Holder Issued Note')), to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the 'Common Stock') without re'strictive legend of any nature, at a price ('Conversion Price') for each share of Common Stock equal to 70% of the average of the 3 lowest closing bid prices of the Common Stock as report'ed on the National Quotations Bureau OTCQB exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ('Exchange'), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to included the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder with'in 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid in'terest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC 'Chill' on its shares, the conversion price shall be decreased to 60% instead of 70% while that 'Chill' is in effect.

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ('Interest Shares'). The Holder may, at any time, send in a Notice of Conversion to the Company for In'terest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid prin'cipal balance of this Note to the date of such notice.

(c) This Note may not be prepaid, except that if the $57,500 Rule 144 con'vertible redeemable note issued by the Company of even date herewith is redeemed by the Com'pany within 6 months of the issuance date of such Note, all obligations of the Company under this Note and all obligations of the Holder under the Holder Issued Note will each be automati'cally be deemed satisfied and this Note and the Holder Issued Note will be automatically be deemed cancelled and of no further force or effect.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being re'ferred to as a 'Sale Event'), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the un'paid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the considera'tion received by the holders of Common Stock is other than cash, the value shall be as deter'mined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Com'pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described 'Events of Default' shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(c) The Company shall fail to perform or observe, in any respect, any cove'nant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder and not cure such breach within 10 days; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trus'tee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a peti'tion for bankruptcy relief, consent to the filing of such petition or have filed against it an invol'untary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged with'in sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the in'stance of any governmental agency shall assume custody or control of the whole or any substan'tial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of one hundred thousand dollars ($100,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, un-vacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such de'fault within the appropriate grace period; or

(j) Intentionally Deleted;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(1) The Company shall not replenish the reserve set forth in Section 12, with'in 5 business days of the request of the Holder; or

(m) The Company's Common Stock has a closing bid price of less than $1.00 per share for at least 5 consecutive trading days; or

(n) The aggregate dollar trading volume of the Company's Common Stock is less than forty thousand dollars ($40,000.00) in any 5 consecutive trading days; or

(o) The Company shall cease to be 'current' in its filings with the Securities and Exchange Commission.

Then, or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable de'faults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and. every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subse'quent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (fur'ther) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwith'standing, and the Holder may immediately, and without expiration of any period of grace, en'force any and all of the Holder's rights and remedies provided herein or any other rights or reme'dies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note to offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in'cluding, without limitation, engaging an attorney, then, if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

9. In case any provision of this Note is held by a court of competent jurisdic'tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad'justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, dis'charged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a 'shell' issuer and has never been a 'shell' issuer or that if it previously has been a 'shell' issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a 'shell issu'er. Further. The Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to al'low for salability of the conversion shares or (ii) accept such opinion from Holder's counsel.

12. Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to al'low the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith. The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with issuing and delivering the shares.

13. The Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

IN WITNESS WHEREOF, the Company has caused this Note to be duly execut'ed by an officer thereunto duly authorized.

Dated: March 31, 2014

		MEDICAN ENTERPRISES, INC.

	By:
	Title:	CEO

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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

$55,000.00	Brooklyn, NY
	March 31, 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 Medican Enterprises, Inc. (the 'Lender'), or order, the principal amount of Fifty Five Thousand Dollars ($55,000) no later than November 30, 2014, 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 November 30, 2014, 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.

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 $55,000.00 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 $55,000.00, without prior notice to 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 me 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.

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:

	Title:

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the 'Agreement'), dated as of March 31, 2014, by and between Medican Enterprises, Inc., a Nevada corporation, with headquarters located at 5955 Edmond Street suite 102, Las Vegas, NV 89118 (the 'Company'), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the 'Buyer').

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the 'SEC')under the Securities Act of 1933, as amended (the '1933 Act');

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $115,000.00 (with the first note being in the amount of $57,500.00 and the second note being in the amount of $57,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the 'Note'), convertible into shares of common stock, $0,001 par value per share, of the Company (the 'Common Stock'), upon the terms and subject to the limitations and conditions set forth in such Note. The Notes shall contain a 5% original issue discount such that the purchase price of each Note shall be $55,000.00 The first of the two notes (the 'First Note') shall be paid for by the Buyer as set forth herein. The second note (the 'Second Note') shall initially be paid for by the issuance of an offsetting $55,000.00 secured note issued to the Company by the Buyer ('Buyer Note'), provided mat prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

C. The Buyer wishes to purchase, upon the terms and conditions stated in mis Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

b. Form of Payment On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the 'Purchase Price') by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

2. Buyer's Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the 'Conversion Shares' and, collectively with the Note, the 'Securities') for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by malting the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is an 'accredited investor' as that term is defined in Rule 501(a) of Regulation D (an 'Accredited Investor').

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re' sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities arc sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an 'affiliate' (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ('Rule 144')) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ('Regulation S'), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

'NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.'

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with 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 Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a ccrtificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's name on the signature pages hereto.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

b. Authorization: Enforcement, (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws

and regulations and regulations of any self-regulatory organizations to which the Company or its securities arc subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the 'OTCQB') and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company's securities 'chilled' by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

4. COVENANTS.

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange, the Nasdaq National Market ('Nasdaq'), the Nasdaq SmallCap Market ('Nasdaq SmallCap'), the New York Stock Exchange ('NYSE'), or the American Stock Exchange ('AMEX') and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority ('FINRA') and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

5. Governing Law: Miscellaneous.

b. Counterparts: Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

	If to the Company, to:
	Medican Enterprises, Inc.
	5955 Edmond Street Suite 102
	Las Vegas, NV 89118
	Attn: Ken Williams, CEO

	If to the Buyer:
	ADAR BAYS, LLC
	3411 Indian Creek Drive, Suite 403
	Miami Beach, FL 33140
	Attn: Samuel Eisenberg

Each party shall provide notice to the other party of any change in address.

1. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have ceased this Agreement to be duly executed as of the date first above written.

Medican Enterprises, Inc.


By:
	Ken Williams
	Chief Executive Officer

ADAR BAYS, LLC.

By:
Name:	Samuel Eisenberg
Title:	Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:		$57,500.00

Aggregate Purchase Price:

$57,500.00 less $2,500.00 in original issue discount and $2,750 in legal fees
With similar payments to be repeated on the cash funding of Note 2.

EXHIBIT A
144 NOTE-$57.5K

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OP ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OP 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE '1933 ACT')

US $57,500.00

MBDICAN ENTERPRISES, INC.
8% CONVERTIBLE REDEEMABLE NOTE
DUE MARCH 31, 2015

FOR VALUE RECEIVED, Medican Enterprises, Inc. (the 'Company') promises to pay to the order of ADAR BAYS, LLC and its authorized successors and permitted assigns ('Holder'), the aggregate principal face amount of Fifty Seven Thousand Five Hundred Dollars exactly (U.S. $57,500.00) on March 31, 2015 ('Maturity Date') and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on March 31, 2014. This Note contains a 5% original issue discount such mat the purchase price is $55,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ('Act') and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by me Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise me right of conversion set form in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of mis Note, also is required to give the Company written confirmation that mis Note is being converted ('Notice of Conversion') in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of tins Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note men outstanding into shares of the Company's common stock (the 'Common Stock') without restrictive legend of any nature, at a price ('Conversion Price') for each share of Common Stock equal to 70% of the average of the 3 lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ('Exchange'), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may he rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC 'Chill' on its shares, the conversion price shall be decreased to 60% instead of 70% while that 'Chill' is in effect

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum.. Interest shall be paid by the Company in Common Stock ('Interest Shares'). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of mis Note to the date of such notice.

(c) During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of mis Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day mis Note is in effect, but less than the 151st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest, (iii) if the redemption is after the 150th day this Note is in effect; but less than the 181st day this Note is in effect, then for an amount equal to 150% of the unpaid principal amount of this Note along with any accrued interest This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem tin's Note.

(d) Upon (i)a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a 'Sale Event'), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at me Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at me same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sate Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by me Board of Directors of the Company or successor person or entity acting in good faith.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under mis Note.

8. If one or more of the following described 'Events of Default' shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company, or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or tiled against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later man five (5) days prior to the date of any proposed sale thereunder; or

(i) The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, men trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(1) The Company shall not replenish the reserve set form in Section 12, within 3 business days of the request of the Holder.

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other man notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a de&ult interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

12. The Company shall issue irrevocable transfer agent instructions reserving 125,000 shares of its Common Stock for conversions under this Note (the 'Share Reserve'). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in me Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: April 1, 2014

	MEDICAL ENTERPRISES, INC

	By:

	Title:	CEO

Exhibit 10.3

Page 1 of 9

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE 'SECURITIES') HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

12% CONVERTIBLE NOTE

Maturity date of November 8, 2014

$100,000.00

May 8, 2014 (the 'Issuance Date')

FOR VALUE RECEIVED, Medican Enterprises Inc., a Nevada Corporation (the 'Company') doing business in Las Vegas, Nevada hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the 'Holder') the principal amount of One Hundred Thousand Dollars ($100,000), on November 8, 2014 (the 'Maturity Date'), and to pay interest on the unpaid principal balance hereof at the rate of Twelve Percent (12%) per annum (the 'Interest Rate') from the date hereof (the 'Issue Date') until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on the unpaid principal balance hereof plus the Default Amount (as defined in Article 7, infra) from the due date thereof until the same is paid in full. Interest shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue quarterly

1. Payments of Principal and Interest.

(a) Payment of Principal. Upon the Maturity Date, this note has a cash redemption premium of 130% of the principal amount only upon approval and acceptance by The Holder. This provision only may be exercised if the consent of the Note holder is obtained.

(b) Default Interest. Any amount of principal on this Note which is not paid when due shall bear twelve percent (12%) interest per annum from the date thereof until the same is paid ('Default Interest') and the Holder, at the Holder's sole discretion, may include any accrued but unpaid Default Interest in the Conversion Amount.

Page 2 of 9

(c) General Payment Provisions. This Note shall be made in lawful money of the United States of America by check to such account as the Holder may from time to time designate by written notice to the Company 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 (as defined below), 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. For purposes of this Note, 'Business Day' shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required by law or executive order to remain closed.

2. Conversion of Note. At any time after the Issuance Date, this Note shall be convertible into shares of the Company's common stock, share (the 'Common Stock'), on the terms and conditions set forth in this Paragraph 2.

(a) Certain Defined Terms. For purposes of this Note, the following terms shall have the following meanings:

	(1) 'Conversion Amount' means the sum of (A) the principal amount of this Note to be converted with respect to which this determination is being made, and (B) Default Interest, if any, on unpaid interest and principal, if so included at the Holder's sole discretion.

	(2) 'Conversion Price' means 45% discount to the average of the three lowest trades on the previous ten (10) trading days to the date of Conversion.

	(3) 'Person' means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

	(4) 'Shares' means the Shares into which any balance on this Note may be converted upon submission of a Conversion Notice.

(b) Holder's Conversion Right. At any time or times on or after the Issuance Date, the Holder shall be entitled to convert all of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock in accordance with the stated Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

Page 3 of 9

(c) Conversion Amount. Loan shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into free-trading shares at the Conversion Price.

(d) Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:

	(1) Holder's Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the 'Conversion Date'), the Holder hereof shall transmit by email, facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 2(e)(1) (the 'Conversion Notice') to the Company.

	(2) Company's Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than three (3) Business Days after receipt of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within three (3) Business Days after the date of the Conversion Confirmation, the Company shall have issued and surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.

	(3) Record Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

	(4) Timely Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond in a timely manner to Holder by provision within three business days of the Shares requested in the Conversion Notice.

3. Other Rights of Holders. Reorganization. Reclassification. Consolidation. Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as 'Organic Change.' Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the

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Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the 'Acquiring Entity') a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

4. Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ('Convertible Securities'), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the 'Common Stock Equivalents') and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the 'Aggregate Per Common Share Price') shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such

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warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

5. Reservation of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Note, such number of shares of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount of the Note then outstanding; provided that the number of shares of Common Stock so reserved shall at no time be less than two hundred (200%) of the number of shares of Common Stock for which the principal amount of the Note are at any time convertible. The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the Holders of the Note based on the principal amount of the Notes held by each Holder at the time of issuance of the Notes or increase in the number of reserved shares, as the case may be. In the event a Holder shall sell or otherwise transfer any of such Holder's Note, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Note shall be allocated to the remaining Holders, pro rata based on the principal amount of the Note then held by such Holders.

6. Voting Rights. Holders of this Note shall have no voting rights, except as required by law.

7. Reissuance of Note. In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented by this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the Note converted or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not been so converted or redeemed and which is in substantially the same form as this Note, as set forth above in Section 1(e)(2).

8. Defaults and Remedies.

(a) Events of Default. An 'Event of Default' is: (i) default for ten (10) days in payment of interest or Default Interest on this Note; (ii) default in payment of the principal amount of this Note when due; (iii) failure by the Company for thirty (30) days after notice to it to comply with any other material provision of this Note; (iv) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable to pay its debts as the same become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (I) is for relief against the Company in an

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involuntary case; (2) appoints a Custodian of the Company or for all or substantially all of its property; or (3) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days. The Term 'Bankruptcy Law' means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The term 'Custodian' means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(b) Remedies. If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interest and Default Interest and other amounts due, to be due and payable immediately.

9. Vote to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and holders of a majority of the aggregate Conversion Amount of the Notes then outstanding.

10. Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Notes, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount into Common Stock.

11. Payment of Collection. Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this Note, then the Company shall pay to the Holder all reasonable attorneys' fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.

12. Cancellation. After all principal and accrued interest at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

13. Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

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14. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

15. Remedies. Characterizations. Other Obligations. Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note. The Company covenants to each Holder of Notes that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).

16. Specific Shall Not Limit General: Construction. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any person as the drafter hereof.

17. Failure or Indulgence Not Waiver. No failure or delay on the part of this Note 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 privilege.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.

By:
	Kenneth Williams
	CEO
	Medican Enterprises, Inc.

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
OF
Medican Enterprises Inc.

We, the undersigned, do hereby certify that at a meeting of the Board of Directors of May 8, 2014, a corporation organized under the laws of the State of Nevada (the 'Corporation'), the following reso'lution, upon motions made, seconded and carried, was duly adopted and is now in rull force and effect

RESOLVED, the Board of Directors of the Corporation deem it in the best interests of the Corpora'tion to enter into the Convertible Note Agreement with JSJ Investments, Inc. dated May 8, 2014 (the 'Agreements') and have resolved to enter into such agreements.

Dated: May 8, 2014


Kenneth Williams
Chief Executive Officer
Medican Enterprises, Inc.

Exhibit 10.4

SECURED CONVERTIBLE PROMISSORY NOTE


Effective Date: June 4, 2014	U.S. $1, 105, 000.00

FOR VALUE RECEIVED, MEDICAN ENTERPRISES, INC., a Nevada corporation ('Borrower'), promises to pay to TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, or its successors or assigns ('Lender'), $1,105,000.00 and any interest, fees, charges and late fees on the date that is seventeen (17) months after the Purchase Price Date (as defined below) (the 'Maturity Date') in accordance with the terms set forth herein and to pay interest on the Outstanding Balance (as defined below) (including all Tranches (as defined below), both Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have not yet become Conversion Eligible Tranches) at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full. This Secured Convertible Promissory Note (this 'Note') is issued and made effective as of June 4, 2014 (the 'Effective Date'). For purposes hereof, the 'Outstanding Balance' of this Note means, as of any date of determination, the Purchase Price (as defined below), as reduced or increased, as the case may be, pursuant to the terms hereof for redemption, conversion or otherwise, plus any original issue discount ('OID'), the Carried Transaction Expense Amount (as defined below), accrued but unpaid interest, collection and enforcements costs (including attorneys' fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions (as defined below), and any other fees or charges (including without limitation late charges) incurred under this Note. This Note is issued pursuant to that certain Securities Purchase Agreement dated June 4, 2014, as the same may be amended from time to time (the 'Purchase Agreement'), by and between Borrower and Lender. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreement. Certain other capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This Note carries an OID of $100,000.00. In addition, Borrower agrees to pay $7,500.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note, $2,500.00 of which amount was previously paid to Lender and $5,000.00 of which amount (the 'Carried Transaction Expense Amount') is included in the initial principal balance of this Note. The purchase price for this Note shall be $1,000,000.00 (the 'Purchase Price'), computed as follows: $1,105,000.00 original principal balance, less the OID, less the Carried Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Secured Investor Notes, the Investor Notes, and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). For purposes hereof, the term 'Purchase Price Date' means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.

Notwithstanding any other provision contained in this Note, the conversion by Lender of any portion of the Outstanding Balance shall only be exercisable in eleven (11) tranches (each, a 'Tranche'), consisting of (i) an initial Tranche in an amount equal to $170,000.00 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Purchase Agreement) (the 'Initial Tranche'), and (ii) ten (10) additional Tranches, each in the amount of $93,500.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (each, a 'Subsequent Tranche'). The Initial Tranche shall correspond to the Initial Cash Purchase Price, $15,000.00 of the OID and the Carried Transaction Expense Amount, and may be converted any time subsequent to the Purchase Price Date. The first Subsequent Tranche shall correspond to Secured Investor Note #1 and $8,500.00 of the OID, the second Subsequent Tranche shall correspond to Secured Investor Note #2 and $8,500.00 of the OID, the third Subsequent Tranche shall correspond to Secured Investor Note #3 and $8,500.00 of the OID, the fourth subsequent Tranche shall correspond to Secured Investor Note #4 and

$8,500.00 of the ODD, the fifth Subsequent Tranche shall correspond to Investor Note #5 and $8,500.00 of the OID, the sixth Subsequent Tranche shall correspond to Investor Note #6 and $8,500.00 of the OID, the seventh Subsequent Tranche shall correspond to Investor Note #7 and $8,500.00 of the OID, the eighth Subsequent Tranche shall correspond to Investor Note #8 and $8,500.00 of the OID, the ninth Subsequent Tranche shall correspond to Investor Note #9 and $8,500.00 of the ODD, the tenth Subsequent Tranche shall correspond to Investor Note #10 and $8,500.00 of the ODD. Lender's right to convert any portion of any of the Subsequent Tranches is conditioned upon Lender's payment in full of the Secured Investor Note or Investor Note, as applicable, corresponding to such Subsequent Tranche (upon the satisfaction of such condition, such Subsequent Tranche becomes a 'Conversion Eligible Tranche'). For the avoidance of doubt, subject to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion Eligible Tranche as of the Purchase Price Date for all purposes hereunder and may be converted in whole or in part at any time subsequent to the Purchase Price Date, and each Subsequent Tranche that becomes a Conversion Eligible Tranche may be converted in whole or in part at any time subsequent to the first date on which such Subsequent Tranche becomes a Conversion Eligible Tranche. For all purposes hereunder, Conversion Eligible Tranches shall be converted (or redeemed, as applicable) in order of the lowest-numbered Conversion Eligible Tranche. At all times hereunder, the aggregate amount of any costs, fees or charges incurred by or assessable against Borrower hereunder, including, without limitation, any fees, charges or premiums incurred in connection with an Event of Default (as defined below), shall be added to the lowest-numbered then-current Conversion Eligible Tranche.

1. Payment: Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below) or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an 'Optional Prepayment Notice') shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its right to prepay this Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the 'Optional Prepayment Date'), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as specified by Lender in writing to Borrower not more than one (1) Trading Day prior to the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash (the 'Optional Prepayment Amount') equal to 125% (the 'Prepayment Premium') multiplied by the Outstanding Balance of this Note. If Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this section.

2. Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from time to time (the 'Security Agreement'), executed by Borrower in favor of Lender encumbering the Secured Investor Notes and the Investor Notes, as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made a part of this Note.

3. Lender Optional Conversion.

3.1. Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion (as defined below) shall be $1.65 (the 'Lender Conversion Price').

3.2. Lender Conversions. Lender has the right at any time after the Purchase Price Date, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice), at its election, to convert (each instance of conversion is referred to herein as a 'Lender Conversion') all or any part of the Outstanding Balance into shares ('Lender Conversion Shares') of fully paid and non-assessable common stock, $0.001 par value per share ('Common Stock'), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the 'Conversion Amount') divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a 'Lender Conversion Notice') may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 9 below within three (3) Trading Days of Lender's delivery of the Lender Conversion Notice to Borrower.

3.3. Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof, Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined below), even if such Installment Conversion is pending, as determined in Lender's sole discretion, by delivering written notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable Installment Amount by the Conversion Amount described in this Section 3.3.

4. Defaults and Remedies.

4.1. Defaults. The following are events of default under this Note (each, an 'Event of Default'): (0 Borrower shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (v) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (vi) Borrower shall make a general assignment for the benefit of creditors; or (vii) Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (viii) an involuntary proceeding shall be commenced or filed against Borrower; or (ix) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) Borrower shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, or (xi) Borrower shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144; or (xii) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (xiii) the occurrence of a Fundamental Transaction without Lender's prior written consent; or (xiv) Borrower shall fail to maintain the Share

Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Borrower; or (xvi) any money judgment, writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender, or (xvii) Borrower is not DWAC Eligible.

4.2. Remedies. Upon the occurrence of any Event of Default, Lender may at any time thereafter accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (as defined hereafter). Notwithstanding the foregoing, upon the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (as defined below) (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). For purposes hereof, the 'Default Effect' is calculated by multiplying the Outstanding Balance by 125%, with the resulting product then becoming the Outstanding Balance under this Note; provided that the Default Effect may only be applied twice hereunder. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (iv), (v), (vi), (vii) or (viii) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. The 'Mandatory Default Amount' means the greater of (i) the Outstanding Balance (including all Tranches, both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the Installment Conversion Price (as defined below) on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Installment Conversion Price, multiplied by the volume weighted average price (the 'VWAP') on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) the Default Effect. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law ('Default Interest'). Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower's failure to timely deliver Conversion Shares upon Conversion of the Notes as required pursuant to the terms hereof.

4.3. Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment or otherwise to deliver any Conversion Shares as and when required under this Note, then (i) the Lender Conversion Price for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price applicable to any Lender Conversion and the Market Price as of any applicable date of Conversion, and (ii) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the date of such failure to pay, provided that all references to the 'Installment Notice' in Section 11 shall be replaced with references to a 'Lender Conversion Notice' for purposes of this Section 4.3, all references to 'Installment Conversion Shares' in Section 11 shall be replaced with references to 'Lender Conversion Shares' for purposes of this Section 4.3, and all references to the 'Installment Conversion Price' in Section 11 shall be replaced with references to the 'Lender Conversion Price' for purposes of this Section 4.3.

4.4. Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other Agreements (as defined below) shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled (but in no event required) to apply all rights and remedies of Lender under the terms of this Note. 'Other Agreements' means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower's ongoing business operations. For the avoidance of doubt, all existing and future loan transactions between Borrower and Lender and their respective affiliates will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to Lender.

5. Unconditional Obligation: No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or conversions called for herein in accordance with the terms of this Note.

6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

7. Rights Upon Issuance of Securities.

7.1. Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell or issue any Common Stock to Lender or any third party for a price that is less than the then effective Lender Conversion Price, then such Lender Conversion Price shall be automatically reduced and only reduced to equal such lower issuance price. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell or grant any option to any party to purchase, or sell or grant any right to reprice, or issue any Common Stock, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party which are convertible into or exercisable for shares of Common Stock (together herein referred to as 'Equity Securities'), including without limitation any Deemed Issuance (as defined herein), at an effective price per share less than the then effective Lender Conversion Price (such issuance, together with any sale of Common Stock, is referred to herein as a 'Dilutive Issuance'), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices

or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share. Such adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Common Stock or Equity Securities are issued. Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the 'Dilutive Issuance Notice'). For purposes of clarification, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers to such lower effective price per share in any Installment Notice or Lender Conversion Notice.

7.2. Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price shall be adjusted appropriately to reflect such event.

7.3. Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower's board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then Borrower's board of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.

8. Borrower Installments.

8.1. Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment Conversion (the 'Installment Conversion Price') shall be the lesser of (i) the Lender Conversion Price, and (ii) 55% (the 'Conversion Factor') of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion (the 'Market Price'), provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.75, then in such event the then-current Conversion Factor shall be reduced to 50% for all future Conversions. Additionally, if at any time after the Effective Date Borrower is not DWAC Eligible, then

the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. For example, the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 55% to 50% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 50% to 45% for purposes of this example.

8.2. Installment Conversions. Beginning on the date that is six (6)months after the Purchase Price Date and on the same day of each month thereafter until the Maturity Date (each, an 'Installment Date'), Borrower shall pay to Lender the applicable Installment Amount due on such date, subject to the provisions of this Section 8. Payments of each Installment Amount may be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock ('Installment Conversion Shares', and together with the Lender Conversion Shares, the 'Conversion Shares') in accordance with this Section 8 (each an 'Installment Conversion', and together with Lender Conversions, a 'Conversion') per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment Conversion with respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such Installment Amount in cash if on the applicable Installment Notice Due Date (defined below) there is an Equity Conditions Failure (as defined below), and such failure is not waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion of any Installment Amount in cash, it must notify Lender in writing of such election and the portion of the applicable Installment Amount it elects to pay in cash not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Date. If Borrower fails to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment Amount in cash unless otherwise agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender to Borrower. Notwithstanding the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver Installment Amounts with respect to Tranches that have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any Installment Amount with respect to any Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the event Borrower has repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations to deliver any Installment Amount to Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible Tranche becomes a Conversion Eligible Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding Balance is repaid in full, provided that Lender shall, in Lender's sole discretion, determine the Installment Amount for each Installment Date after the Maturity Date.

8.3. Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment Date (each, an 'Installment Notice Due Date'), Borrower may elect to allocate the payment of the applicable Installment Amount between cash and via an Installment Conversion, by email or fax delivery of a notice to Lender substantially in the form attached hereto as Exhibit B (each, an 'Installment Notice'), provided, that to be effective, each applicable Installment Notice must be received by Lender not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable Installment Notice Due Date. If Lender has not received an Installment Notice within such time period, then Lender may prepare the Installment Notice and deliver the same to Borrower by fax or email. Following its receipt of such Installment Notice, Borrower may either ratify Lender's proposed allocation in the applicable Installment Notice or elect to change the allocation by written notice to Lender by email or fax on or before 12:00 p.m. New York time on the applicable Installment Date, so long as the sum of the cash payments and the amount of Installment Conversions

equal the applicable Installment Amount, provided that Lender must approve any increase to the portion of the Installment Amount payable in cash. If Borrower fails to notify Lender of its election to change the allocation prior to the deadline set forth in the previous sentence (and seek approval to increase the amount payable in cash), it shall be deemed to have ratified and accepted the allocation set forth in the applicable Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver to the other party an Installment Notice as outlined above, then Borrower shall be deemed to have elected that the entire Installment Amount be converted via an Installment Conversion. Borrower acknowledges and agrees that regardless of which party prepares the applicable Installment Notice, the amounts and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment permitted under the Transaction Documents (an 'Adjustment'). Furthermore, no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of an Installment Notice may be deemed a waiver of Lender's right to enforce the terms of any Note, even if such error, mistake, or failure to include an Adjustment arises from Lender's own calculation. Borrower shall deliver the Installment Conversion Shares from any Installment Conversion to Lender in accordance with Section 9 below on or before each applicable Installment Date.

9. Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable (the 'Delivery Date'), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender Conversion Notice or Installment Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Lender Conversion Notice or Installment Notice, as applicable), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.

10. Conversion Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes stated in Sections 3, 8, 9, or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up Shares, as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion Shares or True-Up Shares, with a corresponding increase to the Outstanding Balance (any returned Conversion Amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares or True-Up Shares are not delivered by the fourth Trading Day (inclusive of the day of the Conversion or the True-Up Date (as defined below), as applicable), a late fee equal to the greater of $500.00 per day and 2% of the applicable Conversion Amount or Installment Amount, as applicable (but in any event the cumulative amount of such late fees shall not exceed the applicable Conversion Amount or Installment Amount) will be assessed for each day after the third Trading Day (inclusive of the day of the Conversion and the True-Up Date) until Conversion Share or True-Up Share delivery is made; and such late fee will be added to the Outstanding Balance (under Lender's and Borrower's expectations that any late fees charged will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

11. True-Up. On the date that is twenty-three (23) Trading Days (a 'True-Up Date') from each date Borrower delivers Free Trading (as defined below) Installment Conversion Shares to Lender, there shall be a true-up where Lender shall have the right to require Borrower to deliver to Lender additional Installment Conversion Shares ('True-Up Shares') if the Installment Conversion Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable Installment Notice. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the date Lender delivers

notice of its right to receive True-Up Shares to Borrower (pursuant to a form of notice substantially in the form attached hereto as Exhibit C) the number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would have been delivered to Lender on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number of Installment Conversion Shares originally delivered to Lender pursuant to the applicable Installment Notice. For the avoidance of doubt, if the Installment Conversion Price as of the True-Up Date is higher than the Installment Conversion Price set forth in the applicable Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Installment Conversion Shares to Borrower under any circumstance.

12. Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the 'Maximum Percentage'), then Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the 'Ownership Limitation Shares'. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term '4.99%' above shall be replaced with '9.99%' at such time as the Market Capitalization of the Common Stock is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term '4.99%' is replaced with '9.99%' pursuant to the preceding sentence, such increase to '9.99%' shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

13. Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys' fees and disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or issuance of shares pursuant to this Note.

14. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower's counsel.

15. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.

16. Resolution of Disputes.

16.1. Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions set forth as an Exhibit to the Purchase Agreement

16.2. Calculation of Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation hereunder, including without limitation calculating the Outstanding Balance, Lender Conversion Price, Lender Conversion Shares to be delivered, Installment Conversion Price, Installment Conversion Shares to be delivered, the Market Price, or the VWAP (collectively, 'Calculations'), Borrower or Lender (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile or email with confirmation of receipt (a) within two (2) Trading Days after receipt of the applicable notice giving rise to such dispute to Borrower or Lender (as the case may be) or (b) if no notice gave rise to such dispute, at any time after Lender learned of the circumstances giving rise to such dispute. If Lender and Borrower are unable to agree upon such determination or calculation within two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to Borrower or Lender (as the case may be), then Borrower shall, within two (2) Trading Days, submit via facsimile the disputed Calculation to an independent, reputable investment bank or accounting firm selected by Lender. Borrower shall cause the investment bank or accounting firm to perform the determinations or calculations (as the case may be) and notify Borrower and Lender of the results no later than ten (10) Trading Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank's or accounting firm's determination or calculation with respect to the disputes set forth in this Section 16.2 (as the case may be) shall be binding upon all parties absent demonstrable error. The investment banker's or accounting firm's fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct Calculation as determined by the investment banker or accounting firm. In the event Borrower is the losing party, no extension of the Delivery Date shall be granted and Borrower shall incur all effects for failing to deliver the applicable Conversion Shares in a timely manner as set forth in this Note.

17. Cancellation. After repayment or conversion of the entire Outstanding Balance (including without limitation delivery of True-Up Shares pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.

18. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

19. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.

20. Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes and the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes and the Investor Notes, and (b) in the event of the occurrence of any Investor Note Default (as defined the Secured Investor Notes, the Investor Notes, or any other note issued by the initial Lender in connection with the Purchase Agreement), or at any other time, Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes and the Investor Notes, as applicable, from any amount owed by Borrower under this Note (the 'Borrower Offset Right'). In the event that Borrower's exercise of the Borrower Offset Right results in the full satisfaction of Borrower's obligations under this Note, Lender shall return the original Note to Borrower marked 'cancelled' or, in the event this Note has been lost, stolen or destroyed,

a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

21. Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the documents and instruments entered into in connection herewith.

22. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled 'Notices.'

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


	BORROWER:

	Medican Enterprises, Inc.

	BY:
	Name:	Kenneth Williams
	Title:	CEO

ACKNOWLEDGED. ACCEPTED AND AGREED:

LENDER:


Typenex Co-Investment, LLC

By:	Red Cliffs Investments, Inc., its Manager

By.
	John M.Fife, President

[Signature Page to Secured Convertible Promissory Note]

ATTACHMENT 1
DEFINITIONS

For purposes of this Note, the following terms shall have the following meanings:

Al. 'Approved Stock Plan' means any stock option plan which has been approved by the Board of Directors of Borrower, pursuant to which Borrower's securities may be issued to any employee, officer or director for services provided to Borrower.

A2. 'Deemed Issuance' means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

A3. 'DTC' means the Depository Trust Company.

A4. 'DTC Eligible' means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Lender's brokerage firm for the benefit of Lender.

A5. 'DTC/FAST Program' means the DTC's Fast Automated Securities Transfer Program.

A6. 'DWAC' means Deposit Withdrawal at Custodian as defined by the DTC.

A7. 'DWAC Eligible' means that (i) Borrower's Common Stock is eligible at DTC for full services pursuant to DTC's operational arrangements, including without limitation transfer through DTC's DWAC system, (ii) Borrower has been approved (without revocation) by the DTC's underwriting department, (iii) Borrower's transfer agent is approved as an agent in the DTC/FAST Program, (iv) the Conversion Shares are otherwise eligible for delivery via DWAC; (v) Borrower has previously delivered all Conversion Shares to Lender via DWAC; and (vi) Borrower's transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

A8. 'Equity Conditions Failure' means that any of the following conditions has not been satisfied during any applicable Equity Conditions Measuring Period (as defined below): (i) with respect to the applicable date of determination all of the Conversion Shares are freely tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (ii) on each day during the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of determination (the 'Equity Conditions Measuring Period'), the Common Stock is listed or designated for quotation (as applicable) on any of The New York Stock Exchange, NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, the OTCQX or the OTCQB (each, an 'Eligible Market') and shall not have been suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable date of determination due to business announcements by Borrower); (iii) on each day during the Equity Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating Section 12 hereof (Lender acknowledges that Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender); (v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) Borrower shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion of this Note); (viii) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction Document; (ix) without limiting clause (viii) above, on each day during the Equity Conditions Measuring Period, there shall not

Attachment 1 to Secured Convertible Promissory Note, Page 1

have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (x) on each Installment Notice Due Date and each Installment Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous twenty (20) Trading Days shall be greater than $35,000.00; (xi) the ten (10) day average VWAP of the Common Stock is greater than $0.10, and (xii) the Common Stock shall be DWAC Eligible as of each applicable Installment Notice Due Date, Installment Date or other date of determination.

A9. 'Excluded Securities' means any shares of Common Stock, options, or convertible securities issued or issuable (i) in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date; and (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm's-length basis, the purpose of which is not to raise additional capital; provided, that such third parties are not granted any registration rights. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for Borrower or its subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be Excluded Securities.

A10. 'Free Trading' means that (a) the shares or certificate(s) representing the applicable shares of Common Stock have been cleared and approved for public resale by the compliance departments of Lender's brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender's brokerage firm and have been deposited into such clearing firm's account for the benefit of Lender.

A11. 'Fundamental Transaction' means that (y) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower's Common Stock, or (z) any 'person' or 'group' (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the 'beneficial owner' (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.

A12. 'Installment Amount' means $92,083.33 ($1,105,000.00 + 12), plus the sum of any accrued and unpaid interest that has been added to the lowest-numbered then-current Conversion Eligible Tranche as of the applicable Installment Date and accrued, and unpaid late charges that have been added to the lowest-numbered then-current Conversion Eligible Tranche, if any, under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set forth above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only reduced) by the amount necessary to cause such Installment Amount to equal such outstanding amount

A13. 'Market Capitalization of the Common Stock' shall mean the product equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower's most recently filed Form 10-Q or Form 10-K.

A14. 'Trading Day' shall mean any day on which the Common Stock is traded or tradable for any period on the Common Stock's principal market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Attachment 1 to Secured Convertible Promissory Note, Page 2

EXHTBIT A

Typenex Co-investment, LLC
303 East Wacker Drive, Suite 1200
Chicago, Illinois 60601


Medican Enterprises, Inc.	Date: _______________
Attn: Kenneth Williams
5955 Edmond Street, Suite 102
Las Vegas, Nevada 89118

LENDER CONVERSION NOTICE

The above-captioned Lender hereby gives notice to Medican Enterprises, Inc., a Nevada corporation (the 'Borrower'), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on June 4, 2014 (the 'Note'), that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


	A.	Date of Conversion: _______________
	B.	Lender Conversion #: _______________
	C.	Conversion Amount: _______________
	D.	Lender Conversion Price: _______________
	E.	Lender Conversion Shares: _______________ (C divided by D)
	F.	Remaining Outstanding Balance of Note: _______________ *
	G.	Remaining balance of Secured Investor Note(s) and Investor Note(s): _______________ *
	H.	Outstanding Balance of Note net of balance of Secured Investor Note(s) and Investor Notes: _______________ * (F minus G)

* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement).

The Conversion Amount converted hereunder shall be deducted from the following Conversion Eligible Tranche(s):

Conversion Amount	Tranche No.

Please transfer the Lender Conversion Shares electronically (via DWAC) to the following account:


Broken:			Address:
DTC#:
Account #:
Account Name:

To the extent the Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to:

Exhibit A to Secured Convertible Promissory Note, Page 1






Sincerely,

Lender:

Typenex Co-Investment, LLC

By: Red Cliffs Investments, Inc., its Manager

By:
	John M. Fife, President

Exhibit A to Secured Convertible Promissory Note, Page 2

EXHIBIT B

Medican Enterprises, Inc.
5955 Edmond Street, Suite 102
Las Vegas, Nevada 89118


Typenex Co-Investment, LLC	Date: _______________
Attn: John Fife
303 E. Wacker Dr., Suite 1200
Chicago, IL 60601

INSTALLMENT NOTICE

The above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC, a Utah limited liability company (the 'Lender'), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on June 4, 2014 (the 'Note'), of certain Borrower elections and certifications related to payment of the Installment Amount of $ _______________ due on _______________, 201_ (the 'Installment Date'). In the event of a conflict between this Installment Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Installment Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

INSTALLMENT CONVERSION AND CERTIFICATIONS
AS OF THE INSTALLMENT DATE

A. INSTALLMENT CONVERSION


	A.	Installment Date:_______________, 201_

	B.	Installment Amount: ______________

	C.	Portion of Installment Amount Borrower elected to pay in cash: ______________

	D.	Portion of Installment Amount to be converted into Common Stock: ______________ (B minus C)

	E.	Installment Conversion Price: ______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of Installment Date)

	F.	Installment Conversion Shares: ______________ (D divided by E)

	G.	Remaining Outstanding Balance of Note: ______________*

	H.	Remaining balance of Secured Investor Note(s) and Investor Note(s): ______________*

	I.	Outstanding Balance of Note net of balance of Secured Investor Note(s) and Investor Note(s): ______________* (G minus H)

B. EQUITY CONDITIONS CERTIFICATION


1.	Market Capitalization of the Common Stock: ______________

(Check One)

2.	Borrower herby certifies that no Equity Conditions Failure exists as of the Installment Date.

3.	Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:

Exhibit B to Secured Convertible Promissory Note, Page 1







Sincerely,

Borrower:

medican Enterprises, Inc.

By:

Name:

Title:

Exhibit B to Secured Convertible Promissory Note, Page 2

EXHIBIT C

Typenex Co-Investment, LLC
303 East Wacker Drive, Suite 1200
Chicago, Illinois 60601


Medican Enterprises, Inc.	Date: _______________
Attn: _____________________
5955 Edmond Street, Suite 102
Las Vegas, Nevada 89118

TRUE-UP NOTICE

The above-captioned Lender hereby gives notice to Medican Enterprises, Inc., a Nevada corporation (the 'Borrower*), pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on June 4, 2014 (the 'Note'), of True-Up Conversion Shares related to ___________, 201_ (the 'Installment Date'). In the event of a conflict between this True-Up Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

TRUE-UP CONVERSION SHARES AND CERTIFICATIONS
AS OF THE TRUE-UP DATE


1. TRUE-UP CONVERSION SHARES

	A.	Installment Date: _______________, 201_

	B.	True-Up Date: _______________, 201_

	C.	Portion of Installment Amount converted into Common Stock: _______________

	D.	True-Up Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and (ii) Market Price as of True-Up Date)

	E.	True-Up Conversion Shares: _______________ (C divided by D)

	F.	Installment Conversion Shares delivered: _______________

	G.	True-Up Conversion Shares to be delivered: _______________ (only applicable if E minus F is greater than zero)

2. EQUITY CONDITIONS CERTIFICATION (Section to be completed by Borrower)

	A.	Market Capitalization of the Common Stock: _______________

(Check One)

	B.	_______________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable True-Up Date.

	C.	_______________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:

Exhibit C to Secured Convertible Promissory Note, Page 1







Sincerely,

Lender:

Typenex Co-Investment, LLC

By: Red Cliffs Investments, Inc., its Manager

By:
	John M. Fife, President

ACKNOWLEDGED AND CERTIFIED BY:

Borrower:

MEDICAN ENTERPRISES, INC.

By:

Name:

Title:

Exhibit C to Secured Convertible Promissory Note, Page 2

Exhibit 10.5

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the 'Agreement') is made as of the 25th day of June, 2014 by and between Medican Enterprises, Inc., a Nevada corporation (the 'Company'), and Himmil Investments, Ltd., a British Virgin Islands company (the 'Investor').

WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the '1933 Act'), and Rule 506(b) of Regulation D ('Regulation D') as promulgated by the United States Securities and Exchange Commission (the 'Commission') under the 1933 Act (without limiting any other such exemption which may apply to the transactions contemplated by this Agreement);

WHEREAS, the Company has authorized the issuance of (i) a senior convertible note, in the original principal amount of $1,500,000, in the form attached hereto as Exhibit A (the 'Note'), which Note shall be convertible into shares of the Company's common stock, $.001 par value per share (the 'Common Stock'), in accordance with the terms of the Note, and (ii) a warrant to acquire up 297,832 additional shares of Common Stock, in the form attached hereto as Exhibit B (the 'Warrant');

WHEREAS, Investor wishes to purchase, and the Company wishes to sell at the Closing (as defined below), upon the terms and conditions stated in this Agreement, (i) the Note (and the Common Stock issuable upon conversion thereof, collectively, the 'Conversion Shares') and (ii) the Warrant (and the Common Stock issuable upon exercise thereof, collectively, the 'Warrant Shares').

WHEREAS, the Note, the Conversion Shares, the Warrant and the Warrant Shares are collectively referred to herein as the 'Securities' and the offering contemplated hereby is referred to herein as the 'Offering';

WHEREAS, the parties have agreed that the obligation to repay the Note shall be an unsecured obligation of the Company; and

WHEREAS, at the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the 'Registration Rights Agreement'), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Purchase and Sale of Note and Warrant.

1.1 Purchase and Sale of Note and Warrant. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Section 4.1, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Warrant (the 'Closing').

1.2 Form of Payment. On the Closing Date, (i) the Investor shall pay the Purchase Price (as defined below) (less the amounts withheld pursuant to Section 12.12) to the Company for the Note and the Warrant to be issued and sold to the Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) immediately following the Company's receipt of such amount, the Company shall deliver to the Investor (x) the Note and (y) the Warrant, in each case, duly executed on behalf of the Company and registered in the name of the Investor or its designee.

2. Purchase Price. The purchase price for the Note and the Warrant to be purchased by the Investor (the 'Purchase Price')shall be $1,000,000. The Note will be issued with an original issue discount of approximately 33.33%.

3. Closing Date. The date and time of the Closing (the 'Closing Date')shall be 10:00 a.m. (New York City time), on the first (1st) Trading Day (as defined below) (and including the date hereof if a Trading Day) on which the conditions to the Closing set forth in Section 4.1 below are satisfied or waived. The Closing shall occur electronically.

4. Closing Conditions; Certain Covenants.

4.1 Conditions to the Closing.

(a) Conditions of the Company to the Closing. The obligation of the Company to sell and issue the Note and the Warrant to the Investor at the Closing is subject to the fulfillment, to the Company's reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

(i) Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (x) that are not qualified by 'materiality' shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified by 'materiality' shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

(ii) Registration Rights Agreement. The Investor shall have duly executed and delivered the Registration Rights Agreement to the Company.

(iii) No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents.

(b) Conditions to the Investor to the Closing. The obligation of the Investor to purchase the Note and the Warrant to be issued to the Investor at the Closing is subject to the satisfaction, or (where legally permissible) the waiver by the Investor, on the Closing Date, of each of the following conditions:

(i) Representations and Warranties. The representations and warranties of the Company contained in this Agreement (x) that are not qualified by 'materiality' or 'Material Adverse Effect' shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (y) that are qualified by 'materiality' or 'Material Adverse Effect' shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

(ii) Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Company shall have delivered to the Investor on the Closing Date a written certification by an executive officer of the Company to the foregoing substantially in the form attached hereto as Exhibit D.

(iii) No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of less than fourteen (14) days, which suspension shall be terminated prior to the Closing Notice Date), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed or quoted on any other Trading Market), trading in securities generally as reported on the Trading Market shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the U.S. or New York State authorities (except for any suspension, limitation or moratorium which shall be terminated prior to the Closing Notice Date), there shall not have been imposed any suspension of electronic trading or settlement services by the Depository Trust Company ('DTC')with respect to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension).

(iv) Compliance with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents (as defined below) to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or 'Blue Sky' laws for the offer and sale of the Securities by the Company to the Investor).

(v) No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents.

(vi) No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(vii) Listing of Securities. All of the Conversion Shares and Warrant Shares that may be issued pursuant to the Note and Warrant, respectively, shall have been approved for listing or quotation on the Trading Market as of the Closing Date, in each case, without regard to any limitations on conversion or exercise set forth in the Note or Warrant, respectively, subject only to notice of issuance.

(viii) No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have occurred and be continuing.

(ix) Opinion of Counsel. On the Closing Date, the Investor shall have received an opinion from outside counsels to the Company, dated the Closing Date, in the form mutually agreed to by the parties hereto prior to the date hereof.

(x) Note and Warrant. At the Closing, the Company shall have tendered to the Investor the Note and Warrant.

(xi) Registration Rights Agreement. The Company shall have duly executed and delivered the Registration Rights Agreement to the Investor.

(xii) Current Public Information. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the

Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.

4.2 Reserved.

4.3 Securities Law Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the 'Press Release')and (b) by the fourth Trading Date following the Closing Date, issue a Current Report on Form 8-K (the 'Current Report') disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

4.4 Legends. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 (as defined below), to the Company or to an affiliate of the Investor or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of the Company's counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the 1933 Act. The Investor understands that the certificate or other instrument representing the Note and the Warrant and the stock certificates representing the Conversion Shares and the Warrant Shares, respectively, except as set forth below, shall bear any legends as required by applicable state securities or 'Blue Sky' laws in addition to a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE

OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The Company shall use its reasonable best efforts to cause its transfer agent to remove the legend set forth above and to issue a certificate without such legend to the holder of the Securities upon which it is stamped, or to issue to such holder by electronic delivery at the applicable balance account at DTC, unless otherwise required by state securities or 'blue sky' laws, at such time as (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form generally acceptable to the Company's legal counsel and the Transfer Agent, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the 1933 Act, (ii) if the holding period (as determined under Rule 144) for such Securities is at least six months, but less than one year, such holder provides the Company and its legal counsel with reasonable assurance in writing that the Securities are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A or (iii) if the holding period (as determined under Rule 144) for such Securities is at least one year, such holder provides the Company and its legal counsel with reasonable assurance in writing that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. In furtherance of the foregoing, the Company agrees that, following the Effective Date or at such time as such legend is not required pursuant to this Section 4.4, the Company shall, no later than three Trading Days following the delivery by the Investor to the Company or the Transfer Agent of a certificate representing Conversion Shares or Warrant Shares issued with a restrictive legend (such third Trading Day, the 'Legend Removal Date'), either: (A) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing such Conversion Shares or Warrant Shares, as applicable, that is free from all restrictive and other legends or (B) cause the Transfer Agent to credit the Investor's or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Conversion Shares or Warrant Shares, as applicable, represented by the certificate so delivered by the Investor. If the Company fails on or prior to the Legend Removal Date to either (i) issue and deliver (or cause to be issued and delivered) to the Investor a certificate representing the Conversion Shares or Warrant Shares, as applicable, that is free from all restrictive and other legends or (ii) cause the Transfer Agent to credit the balance account of the Investor or its designee at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of the Conversion Shares or Warrant Shares, as applicable, represented by the certificate delivered by the Investor pursuant hereto (a 'Delivery Failure'),and if on or after the Legend Removal Date the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of shares of Common Stock that the Investor anticipated receiving from the Company

without any restrictive legend, then the Company shall, within three Trading Days after the Investor's request, pay cash to the Investor in an amount equal to the Investor's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company's obligation to deliver a certificate or credit the Investor's or its designee's account at DTC for such shares of Common Stock shall terminate and such shares shall be cancelled(the 'Buy-In Remedy'). For the avoidance of doubt, with respect to any given Delivery Failure, the Investor shall be entitled, at the election of the Investor, to recovery either pursuant to this Buy-In Remedy or Section 3(c)(ii) of the Note, but not both.

4.5 Sales of Stock.

(a) Investor hereby agrees that, for so long as Investor owns any Notes, such Investor shall not maintain a Net Short Position (as defined below).

(b) For purposes hereof, a 'Net Short Position' by a person means a position whereby such person has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked 'short exempt') and that is executed at a time when the Investor has no equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO of the 1934 Act). For purposes of determining whether the Investor has an equivalent offsetting long position in the Common Stock, all Common Stock (A) that is owned by the Investor, (B) that may be issued as Interest Shares pursuant to the terms of the Notes issuable to the Investor on the Closing Date or, after the Closing Date, then held by the Investor or (C) that would be issuable upon conversion or exercise in full of all Securities issuable to the Investor on the Closing Date or, after the Closing Date, then held by the Investor (assuming that such Securities were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving effect to any conversion or exercise price adjustments that would take effect given only the passage of time) shall be deemed to be held long by the Investor.

4.6 Reservation of Shares. So long as any Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the sum of (i) 100% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof, that the Notes are convertible at the Conversion Price (as defined in the Notes) and without regard to any limitations on the conversion of the Notes set forth therein), and (ii) 100% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes then outstanding from the Closing Date through the twelve month anniversary of the Closing Date (determined as if issued on the Trading Day immediately preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes) and (iii) 100% of the maximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein).

5. Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Investor as of the Closing Date:

5.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

5.2 Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which, 42,685,852 are issued and outstanding and 915,450 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (ii) 5,000,000 shares of preferred stock, of which none are issued and outstanding. A complete capitalization table of the Company as of the date hereof is attached hereto as Schedule 5.2 (including, without limitation, all outstanding Convertible Securities). No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 17,358,920 shares of the Company's issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are 'affiliates' (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company's issued and outstanding Common Stock are 'affiliates' without conceding that any such Persons are 'affiliates' for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company's Knowledge, except as disclosed in the Public Reports, no Person owns 10% or more of the Company's issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including 'blockers') contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws), (i) None of the Company's or any Subsidiary's capital stock is subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in Schedule Schedule 5.2 (ii), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) other than as set forth on Schedule 5.2(iii), there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v) except as set forth on Schedule 5.2(v), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its

Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary has any stock appreciation rights or 'phantom stock' plans or agreements or any similar plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the Public Reports which are not so disclosed in the Public Reports, other than those incurred in the ordinary course of the Company's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse Effect.

5.3 Authorization; Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the Note, the Warrant and the Registration Rights Agreement (the 'Transaction Documents')and the performance of all obligations of the Company hereunder and thereunder, and the authorization (or reservation for issuance), sale and issuance of the Note and the Warrant, and the Common Stock into which the Note and the Warrant are convertible or exercisable, as applicable, have been taken on or prior to the date hereof. Each of the Transaction Documents has been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

5.4 Valid Issuance of the Conversion Shares and Warrant Shares; Reservation of Shares. Each of the Note and Warrant has been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Upon conversion in accordance with the Note or exercise in accordance with the Warrant (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued and delivered in accordance with the terms of this Agreement and the Note or the Warrant, as applicable, for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non'assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock for issuance of the Conversion Shares as required by Section 8 of the Note and Warrant Shares as required by Section 1(g) of the Warrant.

5.5 Offering. Subject to the truth and accuracy of the Investor's representations set forth in Section 6 of this Agreement, the offer and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the '1933 Act')and the qualification or registration requirements of state securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

5.6 Public Reports. The Company is current in its filing obligations under the 1934 Act, including without limitation as to its filings of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the 'Public Reports'). The Public Reports do not contain any untrue statement of a material fact or omit to state any fact necessary to make any statement therein not misleading. The financial statements included within the Public Reports for the fiscal year ended December 31, 2013 and for each quarterly period thereafter (the 'Financial Statements')have been prepared in accordance with generally accepted accounting principles ('GAAP')applied on a consistent basis throughout the periods indicated and with each other, except that unaudited Financial Statements may not contain all footnote required by generally accepted accounting principles. The Financial Statements fairly present, in all material respects, the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of unaudited Financial Statements to normal year-end audit adjustments.

5.7 Compliance With Laws. The Company has not violated any law or any governmental regulation or requirement which violation has had or would reasonably be expected to have a Material Adverse Effect on its business and the Company has not received written notice of any such violation.

5.8 Violations. The consummation of the transactions contemplated by the Transaction Documents and all other documents and instruments required to be delivered in connection therewith will not result in or constitute any of the following: (a) a violation of any provision of the articles of incorporation, bylaws or other governing documents of the Company; (b) a violation of any provisions of any applicable law or of any writ or decree of any court or governmental instrumentality; (c) a default or an event that, with notice or lapse of time or both, would be a default, breach, or violation of a lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, or other agreement, instrument, or arrangement to which the Company is a party or by which the Company or its property is bound; (d) an event that would permit any party to terminate any agreement or to accelerate the maturity of any indebtedness or other obligation of the Company; or (e) the creation or imposition of any lien, pledge, option, security agreement, equity, claim, charge, encumbrance or other restriction or limitation on the capital stock or on any of the properties or assets of the Company.

5.9 Consents; Waivers. No consent, waiver, approval or authority of any nature, or other formal action, by any Person, firm or corporation, or any agency, bureau or department of any government or any subdivision thereof, not already obtained, is required in connection with the execution and delivery of the Transaction Documents by the Company or the consummation by the Company of the transactions provided for herein and therein.

5.10 Sarbanes-Oxley Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof.

5.11 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of the Company's officers or directors in their capacities as such.

5.12 Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Public Reports, except as specifically disclosed in a subsequent Public Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

5.13 Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the Public Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the 'Intellectual Property Rights'). None of, and the Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. The Company has not received, since the date of the latest audited financial statements included within the Public Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.14 Registration Rights. Other than the Investor or as set forth in the Public Reports, no Person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company.

5.15 Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor does not make nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

5.16 No Integrated Offering. Assuming the accuracy of the Investor's representations and warranties set forth in Section 6, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the 1933 Act which would require the registration of any such securities under the 1933 Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

5.17 Seniority. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Note in right of payment, whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).

5.18 Bankruptcy Status; Indebtedness. The Company has no current intention or expectation to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 5.18 sets forth as of the date hereof all outstanding secured and unsecured Indebtedness (as defined below) of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, 'Indebtedness'means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.

5.19 Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

5.20 No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an 'Issuer Covered Person')is subject to any of the 'Bad Actor' disqualifications described in Rule 506(d)(l)(i) to (viii) under the 1933 Act (a 'Disqualification Event'), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

6. Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:

6.1 Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement and the Registration Rights Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.

6.2 No Public Sale or Distribution. The Investor is (i) acquiring the Note and the Warrant, and (ii) upon conversion of the Note will acquire the Conversion Shares and (iii) upon exercise of the Warrant will acquire the Warrant Shares for its own account, not as a nominee or agent, and not with a view towards, or for resale in connection with, the public sale or distribution of any part thereof, except pursuant to sales registered or exempted under the 1933 Act. The Investor is acquiring the Securities hereunder in the ordinary course of its business. The Investor does not presently have any contract, agreement, undertaking, arrangement or understanding, directly or indirectly, with any Person to sell, transfer, pledge, assign or otherwise distribute any of the Securities.

6.3 Accredited Investor Status; Investment Experience. The Investor is an 'accredited investor' as that term is defined in Rule 501(a) of Regulation D. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities.

6.4 Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

6.5 Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Investor. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor's right to rely on the Company's representations and warranties contained herein. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Securities and the transactions contemplated by this Agreement.

6.6 No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

6.7 Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party have been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or 'Blue Sky' laws) applicable to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations hereunder.

6.8 Organization and Standing. The Investor is a company duly organized, validly existing and in good standing under the laws of the British Virgin Islands.

6.9 No Disqualification Events. None of the Investor, any of its predecessors, any affiliates of the Investor, any director, executive officer, other officer of the Investor, (each, an 'Investor Covered Person' and, together, 'Investor Covered Persons') is subject to any of the 'Bad Actor' disqualifications described in Rule 506(d)(l)(i) to (viii) under the Securities Act (an 'Investor Disqualification Event'), except for a Investor Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Investor has exercised reasonable care to determine whether any Investor Covered Person is subject to a Disqualification Event. The Investor has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).

6.10 Brokers or Finders. The Investor represents and warrants, to the best of its knowledge, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement or the transactions contemplated hereby.

6.11 Ability to Perform. There are no actions, suits, proceedings or investigations pending against Investor or Investor's assets before any court or governmental agency (nor is there any threat thereof) which would impair in any way Investor's ability to enter into and fully perform its commitments and obligations under this Agreement or the transactions contemplated hereby.

7. Use of Proceeds. The Investor acknowledges that the Company will use the proceeds received from the purchase of the Note and Warrant for, among other things, (i) costs and expenses relating to the sale of the Note and Warrant to the Investor and (ii) general working capital purposes.

8. Rule 144 Availability; Public Information. At all times during the period commencing on the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities can be sold without the requirement to be in compliance with Rule 144(c)(1) under the 1933 Act and otherwise without restriction or limitation pursuant to Rule 144 under the 1933 Act, the Company shall use its reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act to the Investor with regard to the Conversion Shares and the Warrant Shares (assuming a cashless exercise of the Warrant), including compliance with Rule 144(c)(1) under the 1933 Act. If, (i) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending on the first anniversary of the Closing Date, the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) under the 1933 Act (a 'Public Information Failure'), or (ii) the Company shall fail to take such action as is reasonably requested by the Investor to enable the Investor to sell the Conversion Shares and the Warrant Shares (assuming a cashless exercise of the Warrant) pursuant to Rule 144 under the 1933 Act (including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor's broker to effect such sale of securities pursuant to Rule 144 under the 1933 Act) (a 'Process Failure'),then, in either case, in addition to the Investor's other available remedies, the Company shall pay to a Investor, in cash, as liquidated damages and not

as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of the Investor's Securities on the day of a Public Information Failure or Process Failure, as applicable, and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until (a) in the case of a Process Failure, the date such Process Failure is cured, or (b) in the case of a Public Information Failure, the earlier of (1) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Investor to transfer the Conversion Shares or the Warrant Shares (assuming a cashless exercise of the Warrant) pursuant to Rule 144 under the 1933 Act. The payments to which the Investor shall be entitled pursuant to this Section 8 are referred to herein as 'Rule 144 Failure Payments.'Rule 144 Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Rule 144 Failure Payments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving rise to the Rule 144 Failure Payments is cured.

9. Indemnification. In consideration of the Investor's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the 'Indemnitees')from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the 'Indemnified Liabilities'), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Investor or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9 shall be the same as those set forth in Section 6 of the Registration Rights Agreement. Notwithstanding anything to the contrary in this Section 9, the Company shall not be obligated to pay an Indemnitee any sums otherwise due under this Section 9 if the Company has already paid the Indemnitee such sums for the same Indemnified Liabilities under Section 6 of the Registration Rights Agreement.

10. Reserved.

11. Reserved.

12. Miscellaneous

12.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of the Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12.2 Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York . The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York , for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

12.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

12.4 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next Trading Day, (c) five (5) Trading Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to (a) in the case of the Company, to Medican Enterprises, Inc., 5955 Edmond Street, Suite 102, Las Vegas Nevada 89118, Telephone Number: (800) 416-8802, Fax: (702) 825-2660 , Attention: President, with a copy (which shall not constitute notice) to Ellenoff Grossman & Schole LLP, 1350 Avenue of the Americas, New York, New York 10105, Telephone Number: (212) 370-1300, Fax: (212) 370-7889 , Attention:

Lawrence A. Rosenbloom, Esq. or (b) in the case of the Investor, to Himmil Investments, Ltd., Rodus Building, 4th Floor, Road Town, Tortola, British Virgin Islands, Telephone Number: (284) 494-8086, Fax: (284) 494-9474, Attention: Arthur C. Price, Director, with a copy (which shall not constitute notice) to Jolie Kahn, Esq, 2 Liberty Place, 50 South 16th Street, Suite 3401, Philadelphia, PA 19102, Telephone Number: (215) 253-6645, Fax: (866) 705-3071.

12.5 Finder's Fees. Each party represents that it neither is nor will be obligated for any finders' fee or commission in connection with this transaction. The Company shall indemnify and hold harmless each Investor from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

12.6 Amendments and Waivers. No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto. No provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay 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 exercises thereof or of any other right, power or privilege.

12.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

12.8 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

12.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in 'portable document format' ('.pdf'), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.

12.10 Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) 'including' has the inclusive meaning frequently identified with the phrase 'but not limited to' and (d) references to 'hereunder' or 'herein' relate to this Agreement.

12.11 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

12.12 Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by the Transaction Documents; provided, however, that $40,000 heretofore paid by the Company to the Investor) shall be withheld by the Investor from the Purchase Price at the Closing as a non-accountable and non-refundable document preparation fee (the 'Document Preparation Fee')in connection with the preparation, negotiation, execution and delivery of the Transaction Documents and business and legal due diligence of the Company, and shall be paid directly to the Investor's counsel on the Closing Date by wire transfer of immediately available funds. For the avoidance of doubt, the Document Preparation Fee (and any portion thereof) shall be non-refundable when paid. The Company shall pay all transfer agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company, delivery of any legal opinion, and any conversion or exercise notice delivered by a Investor), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.

12.13 No Variable Rate Transactions; No Frustration. For so long as the Note remains outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor (which consent may be withheld, delayed or conditioned in the Investor's sole discretion), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction that would or would reasonably be expected to constitute or involve a Variable Rate Transaction. So long as the Investor or its affiliates hold any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Investor (which consent may be withheld, delayed or conditioned in the Investor's sole discretion), effect, enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction that would or would reasonably be expected to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under this Agreement, the Note or the Warrant, including, without limitation, the obligation of the Company to timely deliver shares of Common Stock to the Investor or its affiliates in accordance with this Agreement, the Note or the Warrant.

12.14 No Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Trading Market and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Trading Market, with the issuance of Securities contemplated hereby.

12.15 Volume Restriction. The Investor shall not sell Conversion Shares on any Trading Day in an amount, in the aggregate, exceeding (x) if no Market Liquidity Event has occurred on such Trading Day, 10% or (y) if a Market Liquidity Event has occurred on such Trading Day, 50%, in each case, of the composite aggregate dollar trading volume of the Common Stock as reported on Bloomberg, L.P. for such Trading Day.

13. Additional Defined Terms. In addition to the terms defined elsewhere in this Agreement, the Note or the Warrant the following terms have the meanings set forth in this Section 13:

13.1 '1934 Act' means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

13.2 'Approved Stock Plan' shall have the meaning as set forth in Section Error! Reference source not found. above.

13.3 'Commission' means the United States Securities and Exchange Commission.

13.4 'Convertible Securities' shall have the meaning as set forth in Section Error! Reference source not found. above.

13.5 'Effective Date' means the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement has been declared effective by the Commission.

13.6 'Excluded Securities' shall have the meaning as set forth in Section Error! Reference source not found. above.

13.7 'Liens'means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

13.8 'Market Liquidity Event' means, as of any given Trading Day, such time as the composite aggregate dollar trading volume of the Common Stock as reported on Bloomberg, L.P. for such given Trading Day exceeds 12,000 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and similar events).

13.9 'Material Adverse Effect' means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

13.10 'Person' means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. For all purposes of this Agreement, violations of the restrictions set forth in this Section 11 by any Subsidiary or affiliate of the Company, or any officer, employee, director, agent or other representative of the Company or any of its Subsidiaries or affiliates shall be deemed a direct breach of this Section 11 by the Company.

13.11 'Registrable Securities' shall have the meaning set forth in the Registration Rights Agreement.

13.12 'Short Sales' shall mean 'short sales' as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act.

13.13 Subsidiary' shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

13.14 'Trading Day' means any day on which the Common Stock is traded on the Trading Market, provided that 'TradingDay'shall not include any day on which the Common Stock is scheduled to trade on the Trading Market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on the Trading Market (or if the Trading Market does not designate in advance the closing time of trading on the Trading Market, then during the hour ending at 4:00:00 p.m., New York City time) unless such day is otherwise designated as a Trading Day in writing by the Investor.

13.15 'Trading Market' means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, or the OTCQX Marketplace or the OTCQB Marketplace operated by OTC Markets Group Inc. (or any successor to any of the foregoing).

13.16 'Variable Rate Transaction' means a transaction in which the Company or any Subsidiary (i) issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, including, without limitation, pursuant to any 'weighted average' or 'full-ratchet' anti-dilution provision, or (ii) enters into any agreement (including, without limitation, an equity line of credit or an 'at-the-market' offering) whereby the Company or any Subsidiary may sell securities at a future determined price.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


		THE COMPANY

		MEDICAN ENTERPRISES, INC.

	By:

		Name: Kenneth Williams
		Title: CEO

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


		THE INVESTOR:

		HIMMIL INVESTMENTS, LTD.

	By:
		Name: Arthur C. Price
		Title: Director

Exhibit 10.6

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SATO ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


Principal Amount: $83,500.00	Issue Date: September 17, 2014
Purchase Price: $83,500.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, MEDICAN ENTERPRISES, INC., a Nevada corporation (hereinafter called the 'Borrower'), hereby promises to pay to the order of KBM WORLDWIDE, INC., a New York corporation, or registered assigns (the 'Holder') the sum of $83,500.00 together with any interest as set forth herein, on June 19, 2015 (the 'Maturity Date'), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the 'Interest Rate') per annum from the date hereof (the 'Issue Date') until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ('Default Interest'). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value 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 New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the 'Purchase Agreement').

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

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later 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, 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. 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 (the 'Exchange Act'), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions of the conversion limitation shall continue

to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). 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 e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York 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 principal amount of this Note to be converted in such conversion plus (2) at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder's option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof

1.2 Conversion Price.

(a) Calculation of Conversion Price. The conversion price (the 'Conversion Price') shall equal the Variable Conversion Price (as defined herein) (subject 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). The 'Variable Conversion Price' shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). 'Market Price' means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. 'Trading Price' means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the 'OTC') as reported by a reliable reporting service ('Reporting Service') designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the 'pink sheets'. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. 'Trading Day' shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

(b) Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) 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.

1.3 Authorized 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 issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the 'Reserved Amount'). The Reserved Amount shall be increased from time to time in accordance with the Borrower's obligations hereunder. 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.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method 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, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York 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 of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal 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, prima facie, 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 e-mail (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 (the 'Deadline') (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(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., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company ('DTC') Fast Automated Securities Transfer ('FAST') program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ('DWAC') system.

(g) 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 not delivered by 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 $2,000 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. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

1.5 Concerning 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 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 in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered 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, 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:

'NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SATO ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.'

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore 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, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) 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. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

1.6 Effect 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 affect 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) Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a 'Dilutive Issuance'), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common

Stock ('Convertible Securities') (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as 'Options') and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the 'price per share for which Common Stock is issuable upon the exercise of such Options' is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the 'price per share for which Common Stock is issuable upon such conversion or exchange' is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(e) 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.

(f) 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 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.

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the 'Maximum Share Amount'), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower's ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note.

1.8 Status 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.

1.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an 'Optional Prepayment Notice') shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the 'Optional Prepayment Date'), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Optional Prepayment Amount') equal to 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one

(1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Second Optional Prepayment Amount') equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Third Optional Prepayment Amount') equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower

shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Fourth Optional Prepayment Amount') equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fifth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Fifth Optional Prepayment Amount') equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fifth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the

Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice, On the Optional Prepayment Date, the Borrower shall make payment of the Sixth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Sixth Optional Prepayment Amount') equal to 140%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Sixth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's 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.

2.2 Restriction 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.

2.3 Borrowings. 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 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, 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.

2.4 Sale 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.

2.5 Advances 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 $100,000.

ARTICLE III. EVENTS OF DEFAULT

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

3.1 Failure 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 acceleration or otherwise.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing 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, fails to transfer or cause its transfer agent to transfer (issue) (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, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) 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 written 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 written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower's transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

3.4 Breach 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 (including, without limitation, the Purchase Agreement), 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 or the Purchase Agreement.

3.5 Receiver 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.

3.6 Judgments. 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.

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, 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.

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the Pink Sheets electronic quotation system) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower's ability to continue as a 'going concern' shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

3.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

3.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. 'Other Agreements' means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term 'Other Agreements' shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written notice to the Borrower by such Holders (the 'Default Notice'), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the 'Mandatory Prepayment Date') plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the 'Default Sum') or (ii) the 'parity value' of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the 'Conversion Date' for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of me Event of Default and ending one day prior to the Mandatory Prepayment Date (the 'Default Amount') and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure 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.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


	If to the Borrower, to:
	MEDICAN ENTERPRISES, INC.
	3440 East Russell Road
	Las Vegas, NV 89120
	Attn: KENNETH WILLIAMS, Chief Executive Officer
	facsimile:


	With a copy by fax only to (which copy shall not constitute notice):
	[enter name of law firm]
	Attn: [attorney name]
	[enter address line 1]
	[enter city, state, zip]
	facsimile: [enter fax number]

	If to the Holder:
	KBM WORLDWIDE, INC.
	80 Cuttermill Road - Suite 410
	Great Neck, NY 11021
	Attn: Seth Kramer, President
	e-mail: info@kbmworldwide.com

	With a copy by fax only to (which copy shall not constitute notice):
	Naidich Wurman Birnbaum & Maday, LLP
	Att: Judah A. Eisner, Esq.
	Attn: Bernard S. Feldman, Esq.
	facsimile: 516-466-3555
	e-mail: dyork@nwbmlaw.com

4.3 Amendments. 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 (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. 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.

4.5 Cost 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.

Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain 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.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies. 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 September 17, 2014.


MEDICAN ENTERPRISES, INC.

By:
	KENNETH WILLIAMS
	Chief Executive Officer

EXHIBIT A - NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ('Common Stock') as set forth below, of MEDICAN ENTERPRISES, INC., a Nevada corporation (the 'Borrower') according to the conditions of the convertible note of the Borrower dated as of September 17, 2014 (the 'Note'), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:


[ ]		The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ('DWAC Transfer').

		Name of DTC Prime Broker:
		Account Number:

[ ]		The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

	KBM WORLDWIDE, INC.
	80 Cuttermill Road - Suite 410
	Great Neck, NY 11021
	Attention: Certificate Delivery
	e-mail: info@kbmworldwide.com

	Date of Conversion:		________________
	Applicable Conversion Price;		$_______________
	Number of Shares of Common Stock to be Issued
	Pursuant to Conversion of the Notes:		________________
	Amount of Principal Balance Due remaining
	Under the Note after this conversion:		________________

	KBM WORLDWIDE, INC.

	By:
	Name: Seth Kramer
	Title: President
	Date:

Exhibit 10.7

US $82,687.50

MEDICAN ENTERPRISES, INC.
8% CONVERTIBLE REDEEMABLE NOTE
DUE SEPTEMBER 12, 2015

FOR VALUE RECEIVED, Medican Enterprises, Inc. (the 'Company') promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted as'signs ('Holder'), the aggregate principal face amount of Eighty Two Thousand Six Hundred Eighty Seven Dollars Fifty Cents exactly (U.S. $82,687.50) on September 12, 2015 ('Maturity Date') and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on September 12, 2014. This Note contains a 5% original issue discount such mat the purchase price is $78,750.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each inter'est payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstand'ing principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ('Act') and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present' ment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set form in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ('Notice of Conversion') in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the 'Common Stock') without restrictive legend of any nature, at a price ('Conversion Price') for each share of Common Stock equal to 70% of the average of the 3 lowest daily closing bid prices of the Common Stock as reported on the Na'tional Quotations Bureau OTCQB exchange which the Company's shares are traded or any ex'change upon which the Common Stock may be traded in the future ('Exchange'), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Com'pany (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered with'in 3 business days, me Notice of Conversion may be rescinded. Such conversion shall be effec'tuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC 'Chill' on its shares, the conversion price shall be de'creased to 60% instead of 70% while that 'Chill' is in effect In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Com'mon Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the out'standing shares of the Common Stock of the Company.

(b) Interest on any unpaid principal balance of mis Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ('Interest Shares'). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) During the first six months mis Note is in effect, the Company may re'deem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days mis Note is in effect, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the re'demption is after the 90th day this Note is in effect, but less than the 151st day mis Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest., (iii) if the redemption is after the 150th day this Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 150% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a 'Sale Event'), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the un'paid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

7. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described 'Events of Default' shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Se'curities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(d) The Company shall (1) become insolvent, (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trus'tee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a peti'tion for bankruptcy relief, consent to the filing of such petition or have filed against it an invol'untary petition for bankruptcy relief, all under federal or state laws as applicable; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filedagainst the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, with'in 3 business days of the request of the Holder.

(m) The Company shall not be 'current' in its filings with the Securities and Exchange Commission; or

(n) The Company shall lose the 'bid' price for its stock and a market (includ'ing the OTCBB marketplace or other exchange)

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, un'less such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, with'out presentment, demand, protest or (further) notice of any kind (other than notice of accelera'tion), all of which are hereby expressly waived, anything herein or in any note or other instru'ments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provid'ed herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permit'ted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an in'crease of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the out'standing principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in'cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder's counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving 552,631 shares of its Common Stock for conversions under this Note (the 'Share Reserve'). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conver'sion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company should at ail times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts.

IN WITNESS WHEREOF, the Company has caused this Note to be duly execut'ed by an officer thereunto duly authorized.

Dated: ____________


		MEDICAN ENTERRISES, INC

	By:
	Title:	CEO

EXHIBIT A

NOTICE OF CONVERSION

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

The undersigned hereby irrevocably elects to convert $ __________ of the above Note into __________ Shares of Common Stock of Medican Enterprises, Inc. ('Shares') according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.


Date of Conversion: ________________________________________________________
Applicable Conversion Price: ________________________________________________
Signature: ________________________________________________________________
[Print Name of Holder and Title of Signer]
Address: _________________________________________________________________
	_________________________________________________________________
SSN or EIN: _______________________________

Shares are to be registered in the following name: _______________________________________________________


Name: ________________________________________________________________
Address: _______________________________________________________________
Tel: _______________________________________
Fax: ______________________________________
SSN or EIN: _______________________________

Shares are to be sent or delivered to the following account:


Account Name: _________________________________________________________
Address: ______________________________________________________________

Exhibit 10.8

Demand Promissory Note

FOR VALUE RECEIVED, Median Enterprises Ltd. (the 'Borrower') hereby promises to pay the principal sum of C$200.000.00 in lawful money of Canada (the 'Principal'), and interest calculated thereon in the same currency on the unpaid portion from time to time of the Principal at the rate of 12% per annum, calculated yearly, not in advance, as well after as before maturity and both before and after default and judgment to James Payton (the 'Lender') on demand.

The Principal shall become due and be paid in full on demand. Interest, calculated at the aforesaid rate and in the aforesaid manner shall become due and payable annually on the first day of January each year and must be paid no later than September 30,2015.

Interest payable hereunder will be payable without allowance or deduction for deemed reinvestment or otherwise, and such interest will accrue from time to time at the rate and in the manner specified herein both before and after maturity, default and/or judgment, if any, until payment thereof, and interest will accrue and be payable on overdue interest at the same rate, compounded monthly.

The Borrower hereby waives the benefits of division and discussion, demand and presentment for payment, notice of non-payment, protest and notice of protest of this Demand Promissory Note.

This Demand Promissory Note will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

DATED as of this 1st day of October, 2014.



Witness		Signature of Borrower

Wendy Williams		Ken Williams
Name (Please Print)		Name (Please print)

Exhibit 10.9

Note: November 25, 2014

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.

10% CONVERTIBLE PROMISSORY NOTE

MEDICAN ENTERPRISES, INC.

Issuance Date: November 25, 2014

Total Face Value of Note: $220,000

Original Issue Discount: $20,000

This Note is a duly authorized Convertible Promissory Note of Medican Enterprises, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the 'Company'), designated as the Company's 10% Convertible Promissory Note due November 25, 2015 ('Maturity Date') in the principal amount of $220,000 (the 'Note').

For Value Received, the Company hereby promises to pay to the order of Tangiers Investment Group, LLC or its registered assigns or successors-in-interest ('Holder') the principal sum of up to $220,000 and to pay 'guaranteed' interest on the principal balance hereof (which principal balance shall be increased by the Holder's payment of additional consideration as set forth herein and which increase shall also include the prorated amount of the original issue discount in connection with Holders payment of additional consideration) at the rate of 10%, all of which 'guaranteed' interest shall be deemed earned as of the date of each such payment of additional consideration by the Holder on the Maturity Date, to the extent such principal amount and 'guaranteed' interest have been repaid or converted into the Company's Common Stock, $0.001 par value per share (the 'Common Stock'), in accordance with the terms hereof.

The initial purchase price will be $82,500 of consideration upon execution of the Note Purchase Agreement and all supporting documentation. The sum of $75,000 shall be remitted and delivered to the Company, and $7,500 shall be retained by the Purchaser through an original issue discount for due diligence and legal bills related to this transaction. The Holder reserves the

$220,000 Convertible Note

Medican Enterprises, Inc.

Tangiers Investment Group, LLC

right to pay additional consideration at any time and in any amount it desires, up to the total face value of this Note, at its sole discretion within 180 days of execution of this Note. The principal sum (including the prorated amount of the original issue discount) owed by the Company shall be prorated to the amount of consideration paid by the Holder and only the consideration received by the Company, plus prorated 'guaranteed' interest and other fees and prorated original issue discount, shall be deemed owed by the Company. The original issue discount is set at 10% of any consideration paid. The Company is not responsible to repay any unfunded portion of this Note.

In addition to the 'guaranteed' interest referenced above, and in the Event of Default pursuant to Section 2(e), additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law (the 'Default Rate').

This Note may be prepaid according to the following schedule: Between 1 and 180 days from the date of execution, this Note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution until the Due Date, this Note may not be prepaid without written consent from the Holder. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day,

For purposes hereof the following terms shall have the meanings ascribed to them below:

'Business Day' shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

'Conversion Price' shall be equal to 58% of the lowest trading price of the Company's common stock during the 10 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on 'chilled' status with the Depository Trust Company ('DTC'), the discount shall be increased by 10% until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian ('DWAC') eligible through their Transfer Agent and the Depository Trust Company's ('DTC') Fast Automated Securities Transfer ('FAST') system, the discount will be increased by 5%. In the case of both, the discount shall be a cumulative 15%.

'Principal Amount' shall refer to the sum of (i) the original principal amount of this Note (including the prorated amount of the original issue discount), (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Note but not previously paid or added to the Principal Amount.

'Trading Day' shall mean a day on which there is trading on the Principal Market.

'Underlying Shares' means the shares of common stock into which the Note is convertible (including interest or principal payments in common stock as set forth herein) in accordance with the terms hereof.

$220,000 Convertible Note

Medican Enterprises, Inc.

Tangiers Investment Group, LLC

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion.

(a) Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's option, at any time to convert the outstanding Principal Amount and interest under this Note in whole or in part.

(b) The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the 'Conversion Date'.

(i) Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder's authorized designee, no later than 3 Trading Days after the Conversion Date, a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note. The certificate(s) shall be free of restrictive legends and trading restrictions as long as a corresponding legal opinion is supplied by a licensed attorney, which authorizes the removal of the restricted legend. The Holder shall be responsible to obtain its own legal opinion and will bear any costs associated with the legal opinion. The legal opinion must be approved by the Company's transfer agent. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in the Depository Trust Company ('DTC') Fast Automated Securities Transfer ('FAST') program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder's (or such designee's) prime broker with DTC through its Deposits and Withdrawal at Custodian ('DWAC') program (provided that the same time periods herein as for stock certificates shall apply).

(ii) Charges, Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common stock to Holder and acknowledges that this is a material obligation of this Note.

If the Company fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer or legends) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $1,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder's actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Amount of the Note.

(c) Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common

$220,000 Convertible Note

Medican Enterprises, Inc.

Tangiers Investment Group, LLC

Stock solely for the purpose of issuance upon conversion of this Note (and repayments in Common Stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than four times the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 1 but without regard to any ownership limitations contained herein) upon the conversion of this Note to Common Stock (the 'Required Reserve'). These shares shall be reserved in proportion with the consideration actually received by the Company and the total sharers reserved will be increased with future payments of consideration by Holder to ensure the Required Reserve is met. The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable. If the amount of shares on reserve at the Transfer Agent for this Note in Holder's name shall drop below the Required Reserve, the Company will, within two (2) business days of written notification from Holder, instruct the Transfer Agent to increase the number of shares so that the Required Reserve is met. The Company agrees that this is a material term of this Note and any breach of this will result in a default of the Note.

(d) Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder owning more than 9.99% of the then total outstanding shares of the Company ('Restricted Ownership Percentage').

Section 2.00 Defaults and Remedies.

(e) Events of Default. An 'Event of Default' is: (i) a default in payment of any amount due hereunder which default continues for more than 5 business days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance with terms hereof, which default continues for 3 Business Days after the Company has failed to issue shares or deliver stock certificates within the 3rd day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of the Note Purchase Agreement; (iv) failure of the Company to remain compliant with DTC, thus incurring a 'chilled' status with DTC; (v) if the Company is subject to any Bankruptcy Event; (vi) any failure of the Company to satisfy its 'filing' obligations under the rules and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; (vii) any failure of the Company to provide the Holder with information related to the corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 day of request by Holder; (viii) failure to have sufficient number of authorized but unissued shares of the Company's Common Stock available for any conversion; (ix) failure of Company's Common Stock to maintain a bid price in its trading market which occurs for at least 3 consecutive Trading Days; (x) any delisting for any reason; (xi) failure by Company to pay any of its Transfer Agent fees or to maintain a Transfer Agent of record; (xii) any trading suspension imposed by the Securities and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii) any breach of Section 1.00 (c); or (xiv) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000 or for money borrowed the repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee now exists or shall be created hereafter.

$220,000 Convertible Note

Medican Enterprises, Inc.

Tangiers Investment Group, LLC

Remedies. If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount of this Note, including any interest due thereon, to be due and payable immediately without further action or notice. In the event of such acceleration, the amount due and owing to the Holder shall be increased to 150% of the outstanding Principal Amount of the Note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note shall accrue interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default at a rate of 20%. Finally, the Note will accrue liquidated damages of $1,000 per day from and after the occurrence and during the continuance of an Event of Default. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder's actual damages and costs resulting from an Event of Default and any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. The remedies under this Note shall be cumulative and automatically added to the principal value of the Note.

Section 3.00 General.

(f) Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(g) Assignment. Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(h) Governing Law; Jurisdiction.

(i) Governing Law. This note will be governed by and construed in accordance with the laws of the state of California without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.

(ii) Jurisdiction. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ('AAA'). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. The Company agrees 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.

(ii) No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this note.

$220,000 Convertible Note

Medican Enterprises, Inc.

Tangiers Investment Group, LLC

IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.


	MEDICAN ENTERPRISES INC.

	By:
	Name:	Kenneth Williams
	Title:	CEO
	Date:	12-03-14

This Note is acknowledged as: Note of November 25, 2014

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert that certain $220,000 Convertible Promissory Note identified as the Note)


DATE:

FROM:	Tangiers Investment Group, LLC

Re:	$220,000 Convertible Promissory Note (this 'Note') originally issued by Medican Enterprises, Inc., a Nevada corporation, to Tangiers Investment Group, LLC on November 25, 2014.

The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of MEDICAN ENTERPRISES, INC. (the 'Company') according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than 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. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the 'Restricted Ownership Percentage' contained in this Note.


Conversion information:
		Date to Effect Conversion


		Aggregate Principal Amount of Note Being Converted


		Aggregate Interest on Amount Being Converted


		Number of Shares of Common Stock to be Issued


		Applicable Conversion Price


		Signature


		Name

$220,000 Convertible Note
Medican Enterprises, Inc.
Tangiers Investment Group, LLC

Exhibit 10.10

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Date of Issuance: 10/01/2014

$1,450,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Green Grow LLC (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $1,450,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Green Grow LLC, or its registered assigns (the 'Holder'), the principal sum of $1,450,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 1. DENOMINATIONS. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.

Section 2.TRANSFER. This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 3. EVENTS OF DEFAULT.

(a) 'Event of Default', wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) any default in the payment of the principal of, interest (including Late Fees) on, or liquidated damages in respect to this Debenture, free of any claim of subordination, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default is not cured, if possible to cure, within 3 days of notice of such default sent by the Holder;

(ii) the Company or any of its subsidiaries shall commence, or there shall be commenced against the Company or any such subsidiary a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary thereof or there is commenced against the Company or any subsidiary thereof any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Company or any subsidiary thereof is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company or any subsidiary thereof makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as

they become due; or the Company or any subsidiary thereof shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary thereof shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary thereof for the purpose of effecting any of the foregoing; or

(iii) the Company shall fail to timely file all reports required to be filed by it with the SEC pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended (the 'Exchange Act'), or otherwise required by the Exchange Act.

(iv) the material breach of any promise or representation in this Agreement and or related representation or agreement made by the COMPANY and or any of its officers, which shall include, without limitation, the failure to deliver shares of common stock due HOLDER on a conversion within three Business Days from the date of conversion or sooner, which delivery must be otherwise made per reasonable specifications of the HOLDER (e.g. to brokerage firm account).

If the COMPANY fails to perform hereunder by delivering Shares or paying Principal and or Interest within 3 Business Days of said being due, then for the first up to 30 calendar days from the due date of said performance, the COMPANY shall also owe payable immediately an amount equal to $1,000 per day as a reasonable 'Late Fee' in addition to any other damages and reasonable attorney fees and costs payable, to cover, on a non accountable basis, the time, expense, efforts and or distress of the HOLDER having to focus its management, advisors, and counselors on the matter of the COMPANY failing to honor its written obligations, and said figure is deemed a reasonable liquidated damages provision and is not an election of remedy and is non exclusive so the HOLDER can add and pursue all rights otherwise.

(b) If any Event of Default occurs and is continuing, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash.. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Debenture holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Green Grow LLC in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

(a) (i) Holder's Conversion Right. At any time after the Original Issue Date until this Debenture is no longer outstanding, this Debenture, including interest and principal, shall be convertible into shares of Common Stock at a price of Fifty Percent (50%) of the lowest traded price, determined on the then current trading market for the Company's common stock, for 20 trading days prior to conversion (the 'Set Price') at the option of the Holder, in whole at any time and from time to time. The Holder shall effect conversions by delivering to the Company the form of Notice of Conversion attached hereto as Exhibit B ('Notice of Conversion'), specifying the date on which such conversion is to be effected (a '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 provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender Debentures to the Company. The Company shall deliver any objection to any Notice of Conversion within TWO (2) Business Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. If the Company does not request the issuance of the shares underlying this Debenture after receipt of a Notice of Conversion within TWO (2) Business days following the period allowed for any objection, the Company shall be responsible for any differential in the value of the converted shares underlying this Debenture between the value of the closing price on the date the shares should have been delivered and the date the shares are delivered. In addition, if the COMPANY fails to timely (within 72 hours, 3 business days), deliver the shares per the instructions of the HOLDER, free and clear of all legends in legal free trading form, the COMPANY shall allow HOLDER to add two (2) days to the lookback (the mechanism used to obtain the conversion price along with discount) for each day the COMPANY fails to timely (within 72 hours, 3 business days)) deliver shares, on the next conversion.

The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. Any Opinion Letter required to effectuate the issuance of the shares pursuant to this Paragraph 4(a) and the Notice of Conversion shall be provided and issued by Company. The Holder may use another attorney in it's sole discretion for the opinion. The parties hereby agree that the company will cover all legal costs associated with the issuance of the Opinion Letter to the Transfer Agent.

(ii) If the Company, at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Debenture, including as interest thereon), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Set Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding

after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(iii) Whenever the Set Price is adjusted pursuant to any of Section 4, the Company shall promptly mail to each Holder a notice setting forth the Set Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(iv) If (A) the Company shall declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of the Debentures, and shall cause to be mailed to the Holders at their last addresses as they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice.

(v) If, at any time while this Debenture is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a 'Fundamental Transaction'), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Underlying Share that would have been issuable

upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the 'Alternate Consideration'). For purposes of any such conversion, the determination of the Set Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Set Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new debenture consistent with the foregoing provisions and evidencing the Holder's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is affected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. If any Fundamental Transaction constitutes or results in a Change of Control Transaction, then at the request of the Holder delivered before the 90th day after such Fundamental Transaction, the Company (or any such successor or surviving entity) will purchase the Debenture from the Holder for a purchase price, payable in cash within 10 Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the 130% of the remaining unconverted principal amount of this Debenture on the date of such request, plus all accrued and unpaid interest thereon, plus all other accrued and unpaid amounts due hereunder.

(b) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture. See attached EXHIBIT A (Irrevocable TA Letter)

(c) Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth or such other address or facsimile number as the Company may specify for such purposes by notice to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of transmission, if such notice or

communication is delivered via facsimile at the facsimile telephone number specified in this Section later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(d) Notwithstanding anything to the contrary herein contained, the Holder may not convert this Debenture to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act') and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon such conversion and held by the Holder after application of this section. The provisions of this section may be waived by the Holder (but only as to itself and not to any other Holder) upon not less than 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

Section 5. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture: (a) capitalized terms not otherwise defined herein have the meanings given to such terms in the Purchase Agreement, and (b) the following terms shall have the following meanings:

Business Day' means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 6. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. As long as this Debenture is outstanding, the Company shall not and shall cause it subsidiaries not to, without the consent of the Holder, (a) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (b) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or other equity securities other than as to the

Underlying Shares to the extent permitted or required under the Transaction Documents or as otherwise permitted by the Transaction Documents; or (c) enter into any agreement with respect to any of the foregoing.

Section 7. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Company.

Section 8. So long as any portion of this Debenture is outstanding, the Company will not and will not permit any of its subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior in any respect to the Company's obligations under the Debentures without the prior consent of the Holder, which consent shall not be unreasonably withheld.

Section 9. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Broward County (the 'Florida Courts'). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such Florida Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such Service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Debenture or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 10. Any waiver by the Company or the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

Section 11. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Debentures as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 10% Convertible Debenture of Medican Enterprises, Inc. (the 'Company'), due on 04/30/2015, into _______________ shares of common stock, $.001 par value per share (the 'Common Stock'), of the Company according to the conditions hereof, as of the date written below. If shares 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.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Company's Common Stock does not exceed the amounts determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Debenture.

Conversion calculations:

Date to Effect Conversion: ____________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: _____________________________Manager

	Green Grow LLC

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

The undersigned, being all of the directors of Medican Enterprises, Inc. a corporation of the State of Nevada, (the 'Corporation'), do hereby authorize and approve the actions set forth in the following resolutions without the formally of convening a meeting, and do hereby consent to the following actions of this Corporation, which actions are hereby deemed affective as of the date hereof:

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $1,450,000 plus interest with Green Grow LLC, dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

FURTHER RESOLVED, that each of the officers of the Corporation be, and they hereby are authorized and empowered to execute and deliver such documents, instruments and papers and to take any and all other action as they or any of them may deem necessary or appropriate of the purpose of carrying out the intent of the foregoing resolutions and the transactions contemplated thereby; and that the authority of such officers to execute and deliver any such documents, instruments and papers and to take any such other action shall be conclusively evidenced by their execution and delivery thereof or their taking thereof.

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Eagle Eye Capital Inc. (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Eagle Eye Capital Inc., or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 2. TRANSFER. This Debenture may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations. Prior to due presentment to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Eagle Eye Capital Inc. in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Business Day' means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 10% Convertible Debenture of Medican Enterprises, Inc. (the 'Company'), due on 04/30/2015, into ______________ shares of common stock, $.001 par value per share (the 'Common Stock'), of the Company according to the conditions hereof, as of the date written below. If shares 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.

Conversion calculations:

Date to Effect Conversion: ______________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: _____________________________Manager

	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with Eagle Eye Capital Inc., dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Copper Capital Ltd. (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Copper Capital Ltd., or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Copper Capital Ltd. in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

Conversion calculations:

Date to Effect Conversion: _______________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: _______________________________Manager


	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with Copper Capital Ltd., dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Jade Mercantile Ltd. (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Jade Mercantile Ltd., or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Jade Mercantile Ltd. in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

Conversion calculations:

Date to Effect Conversion: ___________________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: _______________________________Manager

	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with Jade Mercantile Ltd., dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with The Tradewind Group (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to The Tradewind Group, or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to The Tradewind Group in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

Conversion calculations:

Date to Effect Conversion: _____________________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: ________________________________Manager

	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with The Tradewind Group, dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Scout Holdings Ltd. (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Scout Holdings Ltd., or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Scout Holdings Ltd. in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

Conversion calculations:

Date to Effect Conversion: ________________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: _______________Manager

	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF

Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with Scout Holdings Ltd., dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Date of Issuance: 10/01/2014

$500,000

10% CONVERTIBLE DEBENTURE
DUE 04/30/2015

Medican Enterprises, Inc. having a principal place of business at 500 Alder Drive Milpitas, CA 95035 ('Company'), entered into a Consulting Agreement with Keyhole Kapital Inc. (the 'Holder') pursuant to which the Holder was entitled to be paid a consulting fee of $500,000 (the 'Consulting Fee'). The Company was not able to pay the Consulting Fee when due.

The Holder has agreed to forebear from demanding payment by the Company of the Consulting Free and has agreed to invest such amount in the Company on the terms of this 10% Convertible Debenture.

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of the Company due 04/30/2015 (the 'Debenture').

FOR VALUE RECEIVED, the Company promises to pay to Keyhole Kapital Inc., or its registered assigns (the 'Holder'), the principal sum of $500,000 plus interest on 04/30/ 2015 or such earlier date as the Debentures are required or permitted to be repaid as provided hereunder (the 'Maturity Date'), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of (10%) Ten percent guaranteed interest payable regardless of how long the debenture remains outstanding, unless the Debenture is converted to shares of common stock in accordance with the terms and conditions herein.

THE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT AT 130% OF SUCH AMOUNT ALONG WITH ANY ACCRUED INTEREST OF THIS DEBENTURE AT ANY TIME UPON SEVEN DAYS WRITTEN NOTICE TO THE HOLDER

This Debenture is subject to the following additional provisions:

Section 3. EVENTS OF DEFAULT.

(c) It is hereby agreed that in the event any Installment Payment noted above is not paid by Bank transfer within 15 days of any Due Date, for any reason, then at the option of the Company this agreement may be cancelled and sent to Keyhole Kapital Inc. in writing to reflect the amount actually paid to date of cancellation. Upon cancellation made under this agreement, the Debenture will adjust to reflect monies actually paid. Upon cancellation holder is released from any liability.

Section 4. Conversion.

'Common Stock' means the common stock of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

'Person' means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

'Securities Act' means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

'Set Price' shall have the meaning set forth in Section 4.

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date first above indicated.


		MEDICAN ENTERPRISES, INC.

	By:
		Ken Williams
		CEO

Exhibit B

NOTICE OF CONVERSION

Conversion calculations:

Date to Effect Conversion: __________________________

50% of the lowest traded price for 20 trading days prior to conversion or:
Adjusted as per agreement for delayed delivery of previous conversion (lookback only)




	Principal Amount of Debentures to be Converted:


	Interest Amount of Debentures to be Converted


	Number of shares of Common Stock to be issued:


	Signature: __________________________________Manager

	Eagle Eye Capital Inc.

Exhibit C

Resolution approved by the Board of Directors of Medican Enterprise, Inc.

UNANIMOUS CONSENT IN LIEU OF A SPECIAL
MEETING OF DIRECTORS OF
Medican Enterprises, Inc.

RESOLVED: that the officers of this Corporation are authorized and directed to enter into a Convertible Debenture in the amount of $500,000 plus interest with Keyhole Kapital Inc., dated 10/01/2014 which allows conversions at a 50% discount to market for such notes as well as (10%) Ten percent guaranteed interest, should be payable regardless of how long the debenture remains outstanding and come due on 04/30/2015

RESOLVED: that the officers of this Corporation herby certify this corporation has never been a blank check shell; and

The undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as a majority of the direction of Medican Enterprises, Inc.


Dated: 10/01/2014

Exhibit 10.11

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


Principal Amount: $43,000.00	Issue Date: November 17, 2014
Purchase Price: $43,000.00

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, MEDICAN ENTERPRISES, INC., a Nevada corporation (hereinafter called the 'Borrower'), hereby promises to pay to the order of KBM WORLDWIDE, INC., a New York corporation, or registered assigns (the 'Holder') the sum of $43,000.00 together with any interest as set forth herein, on August 20, 2015 (the 'Maturity Date'), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the 'Interest Rate') per annum from the date hereof (the 'Issue Date') until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ('Default Interest'). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value 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

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later 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, 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 nonassessable 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. 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 (the 'Exchange Act'), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions of the conversion limitation shall continue

1.2 Conversion Price.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4 Method of Conversion.

'NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.'

1.6 Effect 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 affect 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.

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.

1.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the 'Prepayment Periods'), the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an 'Optional Prepayment Notice') shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the 'Optional Prepayment Date'), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order of the Holder as specified by the Holder in writing to the Borrower, at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the 'Optional Prepayment Amount') equal to the percentage ('Prepayment Percentage') as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Prepayment Period	Prepayment Percentage
1. The period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date.	115%
2. The period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date	120%
3. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date	125%
4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date	130%
5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date	135%
6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date	140%

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

ARTICLE III. EVENTS OF DEFAULT

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

3.1 Failure 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 acceleration or otherwise.

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 written 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 written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower's transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

3.16 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. 'Other Agreements' means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term 'Other Agreements' shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the 'Default Amount') and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

If to the Borrower, to:

MEDICAN ENTERPRISES, INC.

3440 East Russell Road

Las Vegas, NV 89120

Attn: KENNETH WILLIAMS, Chief Executive Officer

facsimile:

With a copy by fax only to (which copy shall not constitute notice):

[enter name of law firm]

Attn: [attorney name]

[enter address line 1]

[enter city, state, zip]

facsimile: [enter fax number]

If to the Holder:

KBM WORLDWIDE, INC.

80 Cuttermill Road ' Suite 410

Great Neck, NY 11021

Attn: Seth Kramer, President

e-mail: info@kbmworldwide.com

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman Birnbaum & Maday, LLP

Att: Judah A. Eisner, Esq.

Attn: Bernard S. Feldman, Esq.

facsimile: 516-466-3555

e-mail: dyork@nwbmlaw.com

4.5 Cost 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.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower's shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this November 17, 2014.


MEDICAN ENTERPRISES, INC.

By:
	KENNETH WILLIAMS
	Chief Executive Officer

EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ _______________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ('Common Stock') as set forth below, of MEDICAN ENTERPRISES, INC., a Nevada corporation (the 'Borrower') according to the conditions of the convertible note of the Borrower dated as of November 17, 2014 (the 'Note'), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:


[ ]	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ('DWAC Transfer').

	Name of DTC Prime Broker:
	Account Number:

[ ]	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

	KBM WORLDWIDE, INC.
	80 Cuttermill Road ' Suite 410
	Great Neck, NY 11021
	Attention: Certificate Delivery
	e-mail: info@kbmworldwide.com

	Date of Conversion:
	Applicable Conversion Price:	$
	Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Notes:
	Amount of Principal Balance Due remaining Under the Note after this conversion:

	KBM WORLDWIDE, INC.

	By:
	Name:	Seth Kramer
	Title:	President
	Date:

Exhibit 10.12




	STANDARD OFFER, AGREEMENT AND ESCROW
	INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
	(Non-Residential) AIR Commercial Real Estate Association

	November 10, 2014
	(Date for Reference Purposes)

1. Buyer.

1.1 Medican US Systems , ('Buyer') hereby offers to purchase the real property, hereinafter described, from the owner thereof ('Seller') (collectively, the 'Parties' or individually, a 'Party'), through an escrow ('Escrow') to close 30 or 15 days after the waiver or expiration of the Buyer's Contingencies, ('Expected Closing Date') to be held by Chicago Title Company (Melissa Cocanower) ('Escrow Holder') whose address is 2390 E. Camelback Road, Suite 120, Phoenix, AZ 85016, Phone No. 602-553-4806, Facsimile No. 602-553-4815 upon the terms and conditions set forth in this agreement ('Agreement'). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer.

1.2 The term 'Date of Agreement' as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties.

2. Property.

2.1 The real property ('Property') that Is the subject of this offer consists of (insert a brief physical description) An approximate 66,866 SF industrial building on approximately 2.55 acres of industrial zoned land.is located in the City of Phoenix, County of Maricopa, State of Arizona, is commonly known by the street address of 3839 N. 35th Avenue, Phoenix, AZ 85017 and is legally described as: to be entered in escrow

(APN:108-02-012B).

2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Chicago Title Company ('Title Company'), which shall issue the title policy hereinafter described.

2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those Items which pursuant to applicable law are a part of the property, as well as the following items, If any, owned by Seller and at present located on the Property: electrical distribution systems (power panel, bus ducting, conduits, disconnects, lighting fixtures); telephone distribution systems (lines, jacks and connections only); space heaters; heating, ventilating, air conditioning equipment ('HVAC'); air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings; wall coverings; and __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(collectively, the 'Improvements').

2.4 The fire sprinkler monitor x is owned by Seller and included in the Purchase Price, o is leased by Seller, and Buyer will need to negotiate a new lease with the fire monitoring company, o ownership will be detemined during Escrow, or o there is no fire sprinkler monitor.

2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and the woodworking equipment, tables, office furniture, paintbooth of Theme Tech Custom Components Inc. (the building tenant). Seller shall give tenant his 60 day notice within 5 days after satisfaction of all Buyer's Contingencies. All of which shall be removed by Seller prior to Closing.

3. Purchase Price.

3.1 The purchase price ('Purchase Price') to be paid by Buyer to Seller for the Property shall be $2, 340, 310.00, payable as follows:

(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash


	(a)	Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price):		$	2,340,310.00

(Strike if not applicable)	(b)	Amount of 'New Loan' as defined in paragraph 5.1, if any):		$	_____________

	(c)	Buyer shall take title to the Property subject to and/or assume the following existing deed(s of trust ('Existing Deed(s) of Trust') securing the existing promissory note(s) ('Existing Note(s)'):

		(i)	An Existing Note ('First Note' ) with an unpaid principal balance as of the Closing of approximately:	$	_____________
(Strike if not applicable)			Said First Note is payable at $______________ per month, including interest at the rate of ______ % per annum until paid (and/or the entire unpaid balance is due on) ___________________

		(ii)	An Existing Note ('Second Note)' with an unpaid principal balance as of the Closing of approximately:	$	_____________
			Said Second Note is payable at $______________ %per month, including interest at the rate of _______ per annum until paid (and/or the entire unpaid balance is due on__________).

(Strike if not applicable)	(d)	Buyer shall give Seller a deed of trust ('Purchase Money Deed of Trust') on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 ('Purchase Money Note') in the amount of:		$	_____________

	Total Purchase Price:			$	2,340,310.00

PAGE 1 OF 8

3.2 If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note.

4. Deposits.

4.1 o Buyer has delivered to Broker a check in the sum of $____________, payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or ___ business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or x within 2 or _____ business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $30, 000.00 If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.

4.2 Additional deposits:

(a) Within 5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder the additional sum of $ N/A to be applied to the Purchase Price at the Closing.

(b) Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $ N/A to be applied to the Purchase Price at the Closing.

4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the 'Deposit'), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable Instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is______________. NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number Is provided.

4.4 Notwithstanding the foregoing, within 5 days after Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said monies to Seller as and for independent consideration for Seller's' execution of this Agreement and the granting of the contingency period to Buyer as herein provided. Such independent consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is completed.

5. Financing Contingency. (Strike if not applicable)

5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender, a commitment to lend to Buyer a sum equal to at least _______% of the Purchase Price, at terms reasonably acceptable to Buyer. Such loan ('New loan') shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms if the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan.

5.2 Buyer hereby agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to notify its Broker, ESCROW Holder and Seller, in writing within ________ days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency.

5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and buyer shall be entitled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company fees and costs, which buyer shall pay.

6. Seller Financing (Purchase Money Note). (Strike if not applicable)

6.1 The Purchase Money Note shall provide for interest on unpaid principal at the rate if __________% per annum, with principal and interest paid as follows: ______________________________________________________________________

_____________________________________________________________________________________________________

The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinates only to the Existing Note(s) and/or the New Loan expressly called for by this Agreement.

6.2 The Purchase Money Note and/or the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3(b)):

(a) Prepayment. Principal may be prepaid in whole or in part at any time without penalty, at the option of the Buyer.

(b) Late charge. A late change of 6% shall be payable with respect to any payment of principal, interest, or other charges, not made within 10 days after it is due.

(c) Due On Sale. In the event the Buyer sells or transfers title to the Property or any portion thereof, then the Seller may, at Seller's option, require the entire unpaid balance of said Note to be paid in full.

6.3 If the Purchase Money Deed of Trust is to be subordinate to other financing, Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for notice of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate.

6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.

6.6 Seller's obligation to provide financing is contingent upon Seller's reasonable approval of Buyer's financial condition. Buyer to provide a current financial statement and copies of its Federal tax return for the last 3 years to Seller within 10 days following the Date of Agreement. Seller has 10 days following receipt of such documentation to satisfy itself with regard to Buyer's financial condition and to notify Escrew Holder as to whether or not Buyer's financial condition is acceptable. If Seller fails to notify Escrew Holder, in writing, of the disapproval of this contingency within said time period, it shall bo conclusively presumed that Seller has approved Buyer's financial condition. If Seller is not satisfied with Buyer's financial condition or if Buyer falls to deliver the required documentation then Seller may notify Escrew Holder in writing that Seller Financing will not be available and Buyer shall have the option, within 10 days of the receipt of such notice, to either terminate this transaction or to purchase the Property without Seller financing. If Buyer fails to notify Escrew Holder within said time period of its election to terminate this transaction then Buyer shall be conclusively presumed to have elected to purchase the Property without Seller financing. If Buyer elects to terminate, Buyer's Deposit shall be refunded loss Title Company and Escrew Holder cancellation fees and costs, all of which shall be Buyer's obligation.

7. Real Estate Brokers.

7.1 The following real estate broker(s) ('Brokers') and brokerage relationships exist In this transaction and are consented to by the Parties

(check the applicable boxes):


x	Sorensen and Black Inc. (Sam Sorensen)	represents Seller exclusively ('Seller's Broker');
x	Lee & Associates (Tracy Swearengin)	represents Buyer exclusively ('Buyer's Broker'); or
o		represents both Seller and Buyer ('Dual Agency').

The Parties acknowledge that Brokers are the procuring cause of this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.

7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers named in paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any

PAGE 2 OF 8

broker, finder or other similar party, other than said named Brokers by reason of any dealings or act of the indemnifying Party.

8. Escrow and Closing.

8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include Its standard general escrow provisions.

8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.

8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property Is located and the law of the state where the Escrow Holder is located, the law of the state where the Property Is located shall prevail.

8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the 'Closing') by recording a Special warranty deed and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement.

8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. (see also paragraph 11)

8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained In paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder.

8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty In this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs.

8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual Instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions.

8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein.

8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to any obligation to return Buyer's deposit (see paragraph 21), Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.

9.Contingencies to Closing.

9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided.

(a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law and provide Buyer with a completed Property Information Sheet ('Property Information Sheet') concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed.

(b) Physical Inspection. Buyer has 60 days from opening of escrow to satisfy itself with regard to the physical aspects and size of the Property.

(c) Hazardous Substance Conditions Report. Buyer has 60 days from opening of escrow to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A 'Hazardous Substance' for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A 'Hazardous Substance Condition' for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal, state or local law.

(d) Soil Inspection. Buyer has 60 days from opening of oscrow to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement.

(e) Governmental Approvals. Buyer has 120days from opening of oscrowto satisfy itself with regard to approvals and penults from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.

(f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance ('Title Commitment') concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ('Underlying Documents'), and a scaled

and dimensioned plot showing the location of any easements to be delivered to Buyer within 7 days from opening of oscrow. Buyer has 40 30 days from the opening of oscrow to satisfy itself with regard to the condition of title. The disapproval of Buyer of any monetary encumbrance, which by the terms of this Agreement Is not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing.

(g) Survey. Buyer has 60 days from the opening of oscrow to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ('ALTA') standards for an owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributablethereto.SellershallprovidetoBuyerwithin 5 daysofopeningofescrow,acopy of Seller'srecent ALTA Survey completed August 1, 2014.

(h) Existing Leases and Tenancy Statements. Seller shall within 10 or days of opening of oscrow provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collectively, 'Existing Leases') affecting the Property, and with a tenancy statement ('Estoppel Certificate') in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant

PAGE 3 OF 8

fails or refuses to provide an Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of said Existing Leases and Estoppel Certificates to satisfy Itself with regard to the Existing Leases and any other tenancy issues.

(i) Other Agreements. Seller shall within 10 ordays of the Date of Agreement provide Buyer with legible copies of all other agreements ('Other Agreements') known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy Itself with regard to such Agreements.

(j) Destruction, Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing.

(o) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. 'Material Change' shall mean a substantial adverse change in the use, occupancy, tenants, title, or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing.

(p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement.

(q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers ('Brokerage Fee'). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee Is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the written consent of Brokers.

9.2 All of the contingencies specified In subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as 'Buyer's Contingencies.'

9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ('Disapproved item'), Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ('Seller's Election'). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved item. If Seller elects, either by written notice or failure to give written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this Agreement. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct otherwise. If the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever Is later.

9.4 Buyer understands and agrees that until such time as all Buyer's Contingencies have been satisfied or waived, Seller and/or Its agents may solicit, entertain and/or accept back-up offers to purchase the Property.

9.5 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any Investigation by or statement of Brokers with respect thereto.

10. Documents Required at or Before Closing:

10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties.

10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:

(a)General warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.

(b) If applicable, the Beneficiary Statements concerning Existing Note(s).

(c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent.

(d) If applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the Property.

(e) An affidavit executed by Seller to the effect that Seller is not a 'foreign person' within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers.

(f) An affidavit of real property value, if required.

(g) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer.

(h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property.

10.3 Buyer shall deliver to Seller through Escrow:

(a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder In immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies Into Escrow if at the time set for Closing Seller is in default or has indicated that it will not perform any of its obligations hereunder.

(b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note.

(c) The Assignment and Assumption of Lessor's Interest In Lease form specified in paragraph 10.2(c) above, duly executed by Buyer.

(d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements.

(e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes.

PAGE 4 OF 8

(f) An affidavit of real property value, if required.

(g) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property.

10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller.

IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. Prorations and Adjustments.

11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.

11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property.

11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.

11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.

11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined.

11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1 (c) hereof ('Existing Note Variation'), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such Existing Note Variation.

11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.

11.8 Owner's Association Fees. Escrow Holder shall; (i) bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the association from Buyer's funds.

12. Representation and Warranties of Seller and Disclaimers.

12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:

(a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.

(b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. The HVAC, plumbing, elevators, loading doors and electrical systems shall be in good operating order and condition at the time of Closing.

(c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank.

(d) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be performed on the Property.

(e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld.

(f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in writing to Buyer.

(g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien righto concerning the Property.

(h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize same.

(I) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(o)) affecting the Property that becomes known to Seller prior to the Closing.

(j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or Insolvency proceeding.

(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding.

(I) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property Included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer.

12.2 Buyer hereby acknowledges that, except as otherwise stated In this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.

12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty.

12.4 Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.

13. Possession.

Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases.

14. Buyer's Entry.

At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith.

15. Further Documents and Assurances.

The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.

16. Attorneys' Fees.

If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to

PAGE 5 OF 8

decision or judgment. The term 'Prevailing Party' shall Include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

17. Prior Agreements/Amendments.

17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.

17.2 Amendments to this Agreement are effective only If made in writing and executed by Buyer and Seller.

18. Broker's Rights.

18.1 Upon the Closing, Brokers are authorized to publicize the facts of this transaction.

19. Notices.

19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address set forth in this Agreement or by facsimile transmission.

19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made.

20. Duration of Offer.

20.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of Phoenixon the date of November 13/ 2014 , it shall be deemed automatically revoked.

20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer.

21. liquidated damages. (This Liguidated Damages paragraph is applicable only if initialed by both Parties).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $30,000.00 UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.


Buyer Initials		Seller Initials

22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)

22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF THE DEPOSIT, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ('COMMERCIAL RULES'). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE BY A COURT OF COMPETENT JURISDICTION. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.


Buyer Initials		Seller Initials

23. Miscellaneous.

23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are Initialed by both of the Parties. Paragraphs 21 and 22 are each Incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed.

23.2 Applicable Law; Venue. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which

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the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property Is located.

23.3 Time of Essence. Time is of the essence of this Agreement.

23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are Identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.

23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange.

23.8 Days. Unless otherwise specifically indicated to the contrary, the word 'days' as used In this Agreement shall mean and refer to calendar days.

24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

24.1 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows:

(a) Seller's Agent A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller. A fiduciary duty and a duty to protect and promote the Seller's interests. (2) To the Buyer's and Other Parties: A duty to deal fairly with the Buyer and other parties to the transaction. To All Parties. A duty to disclose In writing any information known to the agent materially affecting the consideration to be paid or the value or desirability of the property. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary duty and a duty to protect and promote the Buyer's interests. (2) To the Seller and Other Parties: A duty to deal fairly with the Seller and parties to the transaction. To All Parties. A duty to disclose in writing any information known to the agent materially affecting the consideration to be paid or the value or desirability of the property. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty and a duty to protect and promote the interest of both parties in the dealings with either Seller or the Buyer, b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.1. (2) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional,

(d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction, Buyer and Seller should each read its contents each time it is presented, considering the relationship between them and the real estate agent In this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liablllty (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as 'Confidential' any communication or information given Brokers that is considered by such Party to be confidential.

25. Construction of Agreement. In construing this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated to the contrary, the word 'days' as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

26 Additional Provisions:

Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum consisting of paragraphs____________ through._________________ (If there are no additional provisions write 'NONE'.)

____________________________________________________________________________________________________________

26.1 City of Phoenix Zoning Approval. Seller understands that buyer is purchasing the Property for the purpose of medical marijuana cultivation. Buyer, at Buyer's sole cost and expense, will diligently pursue the zoning approval necessary for this use during the 120 day contingency period. Seller will cooperate reasonably with Buyer and Buyer's Zoning Attorney during the zoning approval process in order to expedite the process.

____________________________________________________________________________________________________________


ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.	SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.
2.	RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN ARIZONA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.

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1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.

2. IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.

3. IF EITHER PARTY IS A MARRIED INDIVIDUAL, BOTH SPOUSES MAY NEED TO EXECUTE THIS AGREEMENT IN ORDER TO BIND THE MARITAL COMMUNITY.

The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof.

BROKER:		BUYER:
Lee & Associates
Attn: Tracy Swearengin Title: Principal Address: 3200 E. Camelback Road, Suite 100 Phoenix, AZ 85018 Telephone:(602) 956-7777 Facsimile:(602) 954-0510 Email:tjswearengin@leearizona. com Federal ID No.		By:_________________________________ Date: :_________________________________ Name Printed: :_________________________________ Title: :_________________________________ Telephone:( _____ ) :_________________________________ Facsimile:( _____ ) :_________________________________ By: Date: :_________________________________ Name Printed: _________________________________ Title: _________________________________ Address: _________________________________ Telephone:( _____ ) _________________________________ Facsimile:( _____ ) _________________________________ Email: Federal ID No.

27. Acceptance.

27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified.

27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 5_____% of the Purchase Price to be divided between the Brokers as follows: Seller's Broker 2.5 % and Buyer's Broker 2 . 5%. This Agreement shall serve as an irrevocable Instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.

27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.

NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.


BROKER:		SELLER:
Sorensen and Black Attn: Sam Sorensen Title: Designated Broker Address: 5812 N. 12th Street, Suite 28 Phoenix, AZ 85014 Telephone:(602) 256-9155 Facsimile:(602) 279-5022 Email:samsor @cox.net Federal ID No. 86-0550580		Play2Win, LLC an Arizona LLC by Rio Grande Capital, LLC Date: 11/12/14 Name Printed: Jim Scott Title: :_________________________________ Telephone:( ) :_________________________________ Facsimile:) ) Email: :_________________________________ By: :_________________________________ Date: :_________________________________ Name Printed: :_________________________________ Title: :_________________________________ Address: :_________________________________ Telephone:( _____ )_________________________________ Facsimile:( _____ )_________________________________ Email: :_________________________________ Federal ID No:

NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street Suite 800, Los Angeles, CA 90017.

Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

No part of these works may be reproduced in any form without permission in writing.

PAGE 8 OF 8

Exhibit 10.13

PURCHASE CONTRACT

THIS AGREEMENT made as of January 15, 2015.


BETWEEN:
	JTB REAL ESTATE LLLP a limited liability limited partnership formed in accordance with the laws of State of Arizona, and represented by its General Partner, TBJ LLC, an Arizona limited liability corporation

		(the 'Seller')
		OF THE FIRST PART
AND:

	MEDICAN ENTERPRISES, INC. a company duly incorporated under the laws of Delaware and having its office at 3440 E Russell Road, Las Vegas, NV 89120

		(the 'Buyer')
		OF THE SECOND PART

WHEREAS:


A.	The Seller is the owner of fee simple title to an industrial building being approximately 7200 sq. ft. on approximately .83 acres of land in Phoenix, county of Maricopa in the State of Arizona, and having a civic address at 10040 N. Metro Parkway W., Phoenix, Arizona, 85051 and legally described as Lot 3, of METROCENTER TRACT 10, according to the plat of record in the office of the Country Recorder of Maricopa County, Arizona, recorded in Book 797 Maps, page 15 (the 'Premises'); and

B.	The Seller has agreed to sell and the Buyer has agreed to purchase all of the Seller's right, title, and interest in and to the Premises and all of the Seller's right title and interest in the leasehold improvements owned by the Seller which are used in association with and are located on or about the Premises as at the Closing Date (defined herein), on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of US$100.00 and other good and valuable consideration now paid by each of the parties to the other (the receipt and sufficiency of which is acknowledged) and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

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1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

The parties agree that the following terms shall have the following meanings in this agreement:

'Cash Portion of Purchase Price' means the sum of US$2,250,000.00;

'Closing' means the closing of the purchase and sale of the Purchased Property pursuant to this Agreement, and as more particularly described in paragraph 7.2;

'Closing Date' means a date on or before January 30, 2015;

'Conditions Precedent' has the meaning ascribed to it in paragraph 5.1;

'Deposit' means the US$10,000.00 cash deposit and the US$850,000.00 cash or cash equivalent deposit payable pursuant to paragraph 2.3(1) and (2) herein;

'Escrow' has the meaning ascribed to it in paragraph 2.3(3);

'Escrow Holder' means First American Title Insurance Company;

'Existing Leases' has the meaning ascribed to it in paragraph 5.1(3);

'Lease' means the Commercial Lease Agreement for the lease of the Premises between the Seller as Landlord, and Dreem Green LLC, as tenant, dated August 22, 2013;

'Material Loss' means any loss or damage to the Premises or the assets being conveyed with the Purchased Property occurring prior to the passing of risk which cannot be substantially repaired or replaced within sixty (60) days;

'Other Agreements' means any agreements, other than the Lease, in which the Seller is a party and which are required in order for the Buyer to receive the full benefit of ownership of the Purchased Property;

'Percentage Rent Portion of the Purchase Price' means an amount equal to 50% of any Percentage Rent (or Additional rent as the term is used in paragraph 6.3 of the Lease) (the 'Percentage Rent') actually collected by the Buyer, net of any legal or other costs directly incurred by the Buyer in order to effect payment of the Percentage Rent, in respect of Percentage Rent accrued but unpaid for the period of the Lease term arising prior to the Closing Date, provided that after a date which is three (3) years from the Closing Date, the Buyer shall no longer be obligated to pay any amounts to the Seller on account of the Percentage Rent Portion of the Purchase Price;

'Permitted Encumbrances' means all liens, charges, and encumbrances listed in attached Schedule A;

'Possession Date' means 12:01 a.m., on the Closing Date, or such other date as the parties may agree upon in writing;

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'Property Information Sheet' has the meaning ascribed to it in paragraph 5.1(1);

'Purchase Price' means the aggregate of the Cash Portion of the Purchase Price and the Percentage Rent Portion of the Purchase Price;

'Purchased Property' has the meaning ascribed to it in paragraph 2.1;

'Seller's Knowledge' means a statement of the Seller's present and actual knowledge of the facts or circumstances to which such phrase relates;

'Title Commitment' has the meaning ascribed to it in paragraph 5.1(2); and

'Underlying Documents' has the meaning ascribed to it in paragraph 5.1(2);

any other terms defined within the text of this Agreement will have the meanings so ascribed to them.

2. PURCHASE AND SALE

2.1 The Purchased Property

The Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, on the terms and conditions contained in this Agreement, the following:


(1)	good and marketable fee simple title to the Premises; and

(2)	good and marketable title in and to the leasehold improvements owned by the Seller which are used in association with and are located on the Premises as at the Closing Date, including any electrical distribution systems (power panel, bus ducting, disconnects, lighting fixtures), telephone distribution systems (lines, jacks and connections), space heaters, heating, ventilating, air conditioning equipment (HVAC), air lines, fire sprinkler systems, security and fire detection systems, carpets, and owned by the Seller which are used in association with and are located on the Premises;

(collectively, the 'Purchased Property'), free and clear of all liens, charges, and encumbrances, except for the Permitted Encumbrances.

2.2 The Purchase Price

The Buyer agrees to pay the Purchase Price to the Seller for the Purchased Property, subject to the adjustments described in this Agreement and shall be exclusive of any transfer taxes.

2.3 Payment of the Purchase Price

Subject to the adjustments described in this Agreement, the Purchase Price shall be payable by the Buyer as follows:

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(1)	as to US$10,000.00, by way of a non-refundable deposit payable to the Seller on execution of this Agreement payable directly to the Seller;

(2)	as to US$850,000.00, by way of a convertible debenture in the form attached hereto as Schedule 'A' delivered to the Seller on Closing;

(3)	as to the balance of the Cash Portion of the Purchase Price, as adjusted pursuant to paragraph 2.4, by way of payment (the 'Escrow') to the Escrow Holder, on the Closing Date, by way of wire transfer or bank draft, or as otherwise agreed by the Escrow Holder; and

(4)	as to the Percentage Rent Portion of the Purchase Price, payable to the Sellers directly by way of cheque or wire transfer, as the Seller may direct the Buyer from time to time, and payable within thirty (30) days of receipt of any amounts received by the Seller in respect of the Percentage Rent.

Notwithstanding the obligations of the Purchaser at paragraph 2.3(4), if within nine (9) months of the Closing Date the Buyer has not collected the full amount of the Percentage Rent Portion of the Purchase Price and:


(5)	has not commenced legal proceedings to effect collection of such amount, or

(6)	are not using commercially reasonable efforts to collect the Percentage Rent Portion of the Purchase Price; or

(7)	for business reasons, has elected not to pursue payment of the Percentage Rent Portion of the Purchase Price, then

the Buyer shall remit payment to the Seller of 50% of the then outstanding balance of the Percentage Rent Portion of the Purchase Price remaining outstanding in full satisfaction of the payment obligations owed pursuant to paragraph 2.3(4). For greater certainty, when and if the Buyer collects any Percentage Rent it shall have no further obligations to remit any amounts to the Seller.

2.4 Allocation of the Purchase Price

The parties agree that the Purchase Price shall be allocated as follows:


Description or Assets	Value
Land	$	1,680,000.00
Building	$	580,000.00
TOTAL	$	2,250,000.00

Any further amounts paid to the Seller on account of the Percentage Rent Portion of the Purchase Price shall be allocated to the value of the Land, as applicable.

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2.5 Adjustments

All adjustments with respect to:


(1)	basic rents, including arrears in basic rent,, and prepaid rents;

(2)	recoveries and reserves paid by tenants on account of taxes and other operating cost recharges (on an equal per diem basis for the application recovery period); and

(3)	applicable real property taxes and special assessment bonds as of the Closing Date, based upon the latest tax bill available (the parties agree to prorate as of the Closing Date any taxes assessed against the Premises by supplemental bill levied by reason of events occurring prior to the Closing Date with payment of the prorated amount to be made promptly in cash upon receipt of a copy of any supplemental bill),

and all other items normally adjusted between a Seller and Buyer on the sale of similar Premises shall be made with respect to the Purchased Property to and including the Closing Date (except for interest on any mortgages of the Seller to be discharged). For greater certainty any accrued but unpaid rent determined based on the performance of the tenant's business shall not be adjusted on the Closing, but shall be assigned from the Vendor to the Buyer entitling the Buyer to make claim for any such unpaid amounts, together with the unpaid basic rent payable by such tenant (adjusted pursuant to 2.5(1) herein).

The Buyer shall receive all income and pay all expenses relating to the Purchased Property from and including the Closing Date. Any tenant recharges to be adjusted which are not finally determined at the Closing Date shall be based upon reasonable estimates supplied by the Seller, and any readjustments will promptly be made following the final determination of such amounts.

2.6 Discharge of Encumbrances

The Escrow Holder will not release any part of the Cash Portion of the Purchase Price to the Seller unless the Escrow Holder holds back in trust sufficient funds to payout any builders lien registered on title at Closing and until adequate provision has been made for the discharge and satisfaction of any encumbrances against the Purchased Property and the Premises.

The Escrow Holder will holdback in trust from the Purchase Price the sum of $100,000.00 (the 'Holdback') as security for the discharge of the lien registered on title to the Purchased Property in favour of CSL Builders LLC in the principal sum of $86,397.07 (the 'CSL Lien'). The Escrow Holder shall hold the Holdback in trust until such time as the CSL Lien is discharged from the Purchased Property, or may use all or a portion of the Holdback to satisfy the CSL Lien, and in any event if the CSL lien is not discharged from the Purchased Property within 120 days from the Closing Date the Escrow Holder shall forthwith pay the Holdback into court in order to have the CLS Lien discharged from title to the Purchased Property.

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3. REPRESENTATIONS AND WARRANTIES

3.1 Seller's Representations and Warranties

The Seller represents and warrants to the Buyer, with the intent that the Buyer shall rely on them in entering into this Agreement and in concluding the purchase and sale contemplated in this Agreement, that as of the date of the Agreement (unless otherwise specified) and as of the Closing Date (unless this Agreement is earlier terminated):


(1)	Status of the Seller:

	(a)	the Seller is the registered and beneficial owner of the Purchased Property;

	(b)	Except as disclosed by the Seller to the Buyer, there is no claim or litigation pending or, to the knowledge of the Seller, threatened with respect to the Seller, the Purchased Property, or use of the Purchased Property by the Seller which could affect the right of the Buyer to own, and obtain revenue from the Purchased Property or the ability of the Seller to perform its obligations under this Agreement; and

	(c)	neither the execution of this Agreement nor its performance by the Seller will result in a breach by the Seller of any term or provision or constitute a default under any indenture, mortgage, deed of trust, or any other agreement to which it is bound.

(2)	Title to the Purchased Property:

	(a)	on the Closing Date, the Seller shall have good and marketable title to the Purchased Property free and clear of all liens, charges, and encumbrances except for the Permitted Encumbrances; and

	(b)	Except as disclosed by the Seller to the Buyer, no lien under any mechanics or materialmen's liens or other liens exists or is claimed with respect to the Purchased Property nor any part of the Purchased Property.

(3)	The Premises:

	(a)	the Purchaser acknowledges and agrees that it is purchasing the Property 'As Is Where Is', subject only to the following representations concerning the Premises;

	(b)	neither the Premises nor its use violates any zoning applicable to it and the Seller has not received any notice of any impending or intended rezoning of the Premises;

	(c)	to the Seller's Knowledge, the Premises are zoned in a manner which permits its present use and occupation and to the Seller's Knowledge, no charges or violations have been filed, served, made or threatened against or relating to the Purchased Property as a result of any violation or alleged violation of any of the aforesaid;

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(d)	there are no outstanding work orders or other requirements or notices relating to any of the Purchased Property issued by any governmental authority or any board of fire underwriters or any insurer, and the Seller is not in discussion with any such governmental authority, board of fire underwriters or insurer relating to work orders or other requirements or notices and to the Seller's Knowledge, there are no pending or threatened requests, applications or proceedings to alter or restrict the zoning or other restrictions applicable to the said properties or changes or events which might curtail or interfere with the current use of any of the Purchased Property;

	(i)	to the Seller's Knowledge, all hydro, water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services and all mechanical systems (as aforesaid), are installed, connected and operated in compliance with applicable laws;

	(ii)	the Seller has not received any notice from any insurance carrier of defects or inadequacies respect to the Purchased Property which, if not corrected, could result in termination of insurance coverage;

	(iii)	the Seller has not received any notice with respect to any by-law change affecting the Purchased Property nor any notice relating to any threatened or pending condemnation or expropriation of any of the said properties from any governmental authority, and the Seller is not aware of any pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Purchased Property;

	(iv)	no amounts including, without limitation, taxes, local improvement taxes, levies or assessments are owing by the Seller in respect of the Purchased Property to any governmental entity or public utility, other than current accounts which are not in arrears and there are no outstanding appeals on assessments which have been issued or raised by any governmental authority or by the Seller concerning any realty, business or other taxes with respect to the Purchased Property;

(e)	Lease:

	(i)	the term of the Lease expires as at August 31, 2018;

	(ii)	the amount of the outstanding Monthly rent, as contemplated at sections 1.10, 6.1 and 6.2 of the Lease is as set out in Schedule 'B' attached hereto;

	(iii)	as at the current date and as at the Closing Date the tenant under the Lease has not paid any amount on account of Additional Rent, as contemplated at sections 1.10 and 6.3 of the Lease;

	(iv)	the tenant under the Lease is not currently providing the Seller with any information concerning their gross revenues;

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		(v)	The Seller has provided to the Buyer true and complete copies of the Lease, including supplements, amendments and modifications thereof a copy of which is attached hereto as Schedule B. Except as set out in Schedule B hereto, the Lease has not been nor is it being further modified or amended or assigned. The tenant is in arrears of Rent as set out in Schedule B hereto and the tenant under the Lease, has not entered into or agreed to enter into any subleases, licences or concessions with respect to the Lease; and

(4)	Premises Taxes:

	(a)	there are no local improvement charges or special levies against the Premises of which the Seller has Knowledge nor has the Seller received any notice of any such proposed local improvement charges or special levies; and

	(b)	all municipal taxes, rates, levies, and assessments with respect to the Premises are paid in full or will be adjusted as provided in paragraph 2.5 and there is no pending appeal or other proceedings in existence with respect to any such taxes, rates, levies, and assessment.

(5)	General:

	(a)	neither the Premises, nor any part of the Premises, has been expropriated or condemned, nor has the Seller received any notice of any proposed expropriation or condemnation;

	(b)	this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with the terms herein;

	(c)	the Seller carries all insurance which would be carried by a prudent owner of the Premises and the Seller has not have been refused any insurance by any insurance carrier to which either of them have applied for insurance during the past five (5) years; and

3.2 Survival of Seller's Representations and Warranties

The representations and warranties contained in paragraph 3.1 shall survive the Closing Date and shall continue in full force and effect for the benefit of the Buyer for a period of one year after the Closing Date.

3.3 Seller's Indemnity

The Seller covenants to indemnify and hold harmless the Buyer from and against any losses, claims, actions, liability, damages and costs, arising from:


(1)	any of the representations and warranties of the Seller set forth in this Article 3 being incorrect or breached, or any of the covenants set forth in this Agreement being breached;

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(2)	any and all liabilities of the Seller relating to the Purchased Property, whether accrued, absolute, contingent or otherwise, existing on the Possession Date and which the Buyer has not agreed to assume pursuant to this Agreement; and

(3)	any and all actions, lawsuits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to the foregoing.

3.4 Buyer's Representations and Warranties

The Buyer hereby represents and warrants as representations and warranties that will be true as of the Closing Date as follows:


(1)	the Buyer is a body corporate duly incorporated and existing under the laws of the State of Delaware and duly qualified to purchase and own the Purchased Property and the Buyer has full power, authority and capacity to enter into this Agreement and carry out the transactions contemplated herein;

(2)	there is no action or proceeding pending or to the Buyer's knowledge threatened against the Buyer before any court, arbiter, arbitration panel, administrative tribunal or agency which, if decided adversely to the Buyer, might materially affect the Buyer's ability to perform its obligations hereunder; and

(3)	neither the Buyer entering into this Agreement nor the performance of its terms will result in the breach of or constitute a default under any term or provision of any indenture, mortgage, deed of trust or other agreement to which the Buyer is bound or subject.

4. COVENANTS

4.1 Seller's Covenants

The Seller covenants with the Buyer to:


(1)	permit the Buyer and its representatives on reasonable notice to the Seller and with the Seller present to enter onto the Premises and carry out such inspections, tests, studies, appraisals, surveys and investigations of the Premises as the Buyer may reasonably require;

(2)	cause the Purchased Property to be maintained and repaired and to effect replacements to the Purchased Property as may be required before the Closing Date in the manner of a prudent owner,;

(3)	maintain insurance coverage with respect to the Purchased Property, in such amounts and on such terms as would a prudent owner;

(4)	not enter into or amend any contract with respect to the Purchased Property including before the Closing Date without the prior written approval of the Buyer, including the current lease of the Premises;

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(5)	provide the Buyer with continuing access to all records and other documents relating to the operation of the Purchased Property in the possession or control of the Seller which are not delivered to the Buyer on or before the Closing Date;

(6)	grant authorizations reasonably required by Buyer to authorize municipal and statutory authorities to release information confirming compliance with laws, bylaws and other statutory and governmental regulations and with respect to potential statutory liens;

(7)	pay when due any indebtedness of the Seller to any governmental authority which, by operation of law or otherwise, becomes a lien, charge, or encumbrance on the Premises from and after the Closing Date, including without limitation, corporation capital taxes and workers' compensation payments; and

(8)	not modify, amend, or cancel any of the Permitted Encumbrances without the prior written approval of the Buyer.

5. CONDITIONS

5.1 Buyer's Conditions Precedent

The obligation of the Buyer to complete the purchase of the Purchased Property on the Closing Date is subject to the following conditions precedent being in effect or satisfied within the time herein provided:


(1)	on or before January 15, 2015, the Escrow Holder shall have caused a current commitment for title insurance ('Title Commitment') concerning the Purchased Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ('Underlying Documents');

(2)	on or before January 15, 2015, the Seller shall have provided the Buyer with legible copies of all leases, subleases or rental arrangements (collectively, 'Existing Leases') affecting the Purchased Property,

(3)	on or before January 15, 2015, the Buyer will have obtained financing on terms and conditions satisfactory to the Buyer;

	on or before January 15, 2015, the Buyer will have completed its due diligence of the Premises,, the Property Information Sheet, the Underlying Documents,

(4)	on or before the Closing Date, the Buyer having entered into a consulting agreement with Timothy Donald commencing on the Closing Date on mutually agreeable terms to be determined between the parties;

(5)	on or before the Closing Date, there shall not have occurred a destruction of, or damage or loss to, the Purchased Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure and if the cost of repair or cure is $10,000.00 or less, the Seller shall repair or cure the loss prior to the Closing Date, provided that the Buyer shall have the option, within ten (10) days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Purchased Property notwithstanding such loss, but without deduction or offset against the Purchase Price, but provided further that if the cost to repair or cure is more than $10,000.00, and the Buyer does not elect to terminate this Agreement, the Buyer shall be entitled to any insurance proceeds applicable to such loss; and

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(6)	on the Closing Date, the representations and warranties of the Seller as set forth in Article 3 herein will be materially true and the Seller will have reasonably complied with all material obligations to be performed by it at or before the Closing Date,

	(the 'Conditions Precedent').

IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONDITIONS WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT THE BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT.

The Seller acknowledges that all of the conditions specified in paragraph 5.1 are for the exclusive benefit of the Buyer and may be waived by the Buyer, in its sole discretion, and may be elsewhere herein referred to as 'Conditions Precedent.'

In consideration of the $10,000.00 non-refundable payment to be paid by the Buyer to the Seller and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Seller, the Seller agrees not to revoke its acceptance of the Buyer's offer contained herein while this Agreement remains subject to any of the foregoing conditions precedent. The parties agree that this Agreement will become an unconditional contract for the sale and purchase of the Purchased Property forthwith upon the satisfaction or waiver of the foregoing conditions precedent.

5.2 Waiver

All of the conditions precedent set forth in paragraph 5.1 are for the Buyer's sole benefit and each may be waived unilaterally by the Buyer, at the Buyer's election. If the Buyer does not give the Seller notice of the satisfaction or waiver of all of such conditions precedent within the time therein provided then the Buyer's obligation to purchase the Purchased Property will be at an end.

6. RISK/POSSESSION

6.1 The Passing of Risk

The Purchased Property shall be at the risk of the Seller until completion of the closing, under paragraph 7.

6.2 Material Loss or Damage

If there is any Material Loss prior to the passing of risk as stated in paragraph 7.1, the Buyer shall, within seven (7) days following such loss or damage, by notice in writing at its option either:

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(1)	terminate this Agreement, , and neither party shall be under any further obligation to the other; or

(2)	elect to complete the purchase, in which case the proceeds and the right to receive the proceeds of all insurance shall be assigned by the Seller to the Buyer on the Closing Date.

In the absence of delivery of such notice, the Buyer shall be deemed to have elected to complete the purchase.

6.3 Repair of Damage

The Seller shall diligently repair at its sole expense any damage caused to the Purchased Property while the Premises are at the risk of the Seller. Subject to paragraph 6.2, the amount of any insurance proceeds for damage not required by the Seller shall be assigned to the Buyer on the Closing Date, and applied on account of such repair. .

6.4 Possession

The Seller shall deliver vacant possession of the Purchased Property to the Buyer on the Closing Date, subject only to the Permitted Encumbrances upon completion of the sale and purchase of the Purchased Property and subject to the lease of the Premises by the current tenant.

7. CLOSING PROCEDURE

7.1 Closing

The closing of the purchase and sale of the Purchased Property will commence at 12:00 noon on the Closing Date. In the event of Material Loss under paragraph 6.2, the Closing Date shall be deferred for seven (7) days. Closing will take place at, or at such other place as the parties may mutually agree.

7.2 Closing Procedure/ Escrow


(1)	Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between the Buyer and the Seller, but also instructions to the Escrow Holder for the consummation of the Agreement through the Escrow. The Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties. Subject to the reasonable approval of the Parties, the Escrow Holder may, however, include its standard general escrow provisions.

(2)	The Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which the Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail.

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(3)	Subject to satisfaction of the Conditions Precedent herein described, the Escrow Holder shall close this escrow (the 'Closing') by recording a special warranty deed and the other documents required to be recorded, together with an instrument of assignment of the Lease, and by disbursing the funds and documents in accordance with this Agreement.

(4)	The Buyer and the Seller shall each pay one-half (50%) of the Escrow Holder's charges and the Seller shall pay the usual recording fees and any required documentary transfer taxes. The Seller shall pay the premium for a standard coverage owner's policy of title insurance.

(5)	The Escrow Holder shall verify that all of Buyer's Conditions Precedent have been satisfied or waived prior to Closing.

(6)	If this transaction is terminated for non-satisfaction and non-waiver of the Conditions Precedent, then neither of the parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, the Buyer shall be promptly refunded all funds deposited by the Buyer (other than the non-refundable deposit paid pursuant to paragraph 2.3(1) herein), with the Escrow Holder, and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be the Buyer's obligation. If this transaction is terminated as a result of the Seller's breach of this Agreement then the Seller shall pay the Title Company and the Escrow Holder cancellation fees and costs.

(7)	The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Closing Date and said date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party and the Escrow Holder, in writing that, unless the Closing occurs within five (5) business days following said notice, the Escrow shall be deemed terminated without further notice or instructions.

(8)	Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay the Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein.

(9)	If this sale of the Purchased Property is not consummated for any reason other than the Seller's breach or default, then at the Seller's request, and as a condition to any obligation to return the deposit, the Buyer shall within five (5) days after written request deliver to the Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for the Buyer that pertain to the Purchased Property. Provided, however, that the Buyer shall not be required to deliver any such report if the written contract which the Buyer entered into with the consultant who prepared such report specifically forbids the dissemination or the report to others.

7.3 Seller's Documents

Five (5) days prior to the Closing Date, the Escrow Holder shall obtain an updated Title Commitment concerning the Purchased Property from the Title Company and provide copies thereof to each of the Parties. The Seller shall deliver to the Escrow Holder in time for delivery to Buyer at the Closing:

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(1)	special warranty deed, duly executed and in recordable form, conveying fee title to the Purchased Property to the Buyer;

(2)	the Existing Leases and Other Agreements together with duly executed assignments thereof by the Seller to the Buyer, with the assignment of Existing Leases being in the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent;

(3)	an affidavit executed by the Seller to the effect that Seller is not a 'foreign person' within the meaning of Internal Revenue Code Section 1445 or successor statutes and if the Seller does not provide such affidavit in form reasonably satisfactory to the Buyer at least three (3) business days prior to the Closing the Escrow Holder shall at the Closing deduct from the Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers;

(4)	a bill of sale, duly executed, conveying title to any included personal property to the Buyer;

(5)	the Seller's statement of adjustments; and

(6)	a duly executed resolution of the Seller authorizing the execution of this Agreement and the sale of the Purchased Property.

7.4 Buyer's Documents

The Buyer shall deliver to the Seller through Escrow:


(1)	the balance of the Cash Portion of the Purchase Price pursuant to paragraph 2.3(3) and such additional sums as are required of the Buyer under this Agreement shall be deposited by the Buyer with the Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Closing Date provided, however, that the Buyer shall not be required to deposit such monies into Escrow if at the time set for Closing the Seller is in default or has indicated that it will not perform any of its obligations hereunder;

(2)	the Assignment and Assumption of Lessor's Interest in the Lease in the form specified in paragraph 7.3(2) above, duly executed by the Buyer;

(3)	Assumptions duly executed by the Buyer of the obligations of the Seller that accrue after Closing under any Other Agreements; and

(4)	a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Purchased Property.

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7.5 Closing

At Closing, Escrow Holder shall cause to be issued to the Buyer a standard coverage or ALTA extended, owner's form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in the Buyer, subject only to the exceptions approved by the Buyer.

7.6 Concurrent Requirements

It is a condition of this Agreement that all requirements of this Article 7 are concurrent requirements and it is specifically agreed that nothing will be completed on the Closing Date until everything required to be paid, executed and delivered on the Closing Date has been so paid, executed and delivered and until the Buyer's solicitors have satisfied themselves as to the Buyer's title.

7.7 Discharge of Seller's Encumbrances

The Buyer acknowledges and agrees that if the Seller's title to the Premises is subject to any financial encumbrance which is required to be discharged by the Seller, the Seller will not be required to clear title before the receipt of the net sales proceeds but will be obligated to do so within a reasonable time following closing and the Buyer will pay or cause its solicitors to pay the balance of the adjusted Purchase Price to the Seller's solicitors in trust on their undertaking to discharge any such financial encumbrance.

7.8 Election

If on the Closing Date any of the representations or warranties made by the Seller are untrue in any material respect or the Seller is in default in any material respect under any of the covenants and agreements to be observed or performed by the Seller under this Agreement, the Buyer may elect not to complete the purchase of the Purchased Property under this Agreement or to complete the purchase of the Purchased Property under this Agreement, in either case without prejudice to any rights or remedies the Buyer may have in respect of the Seller's breach or default.

8. MISCELLANEOUS

8.1 Time

Time shall be of the essence of this agreement and the transactions contemplated in this Agreement notwithstanding the extension of any of the dates under this Agreement.

8.2 Tender

Any tender of documents or money may be made upon the party being tendered or upon its solicitors, and money may be tendered by bank draft or wire transfer.

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8.3 Relationship of the Parties

Nothing in this Agreement shall be construed so as to make the Buyer a partner of the Seller or an owner of the Purchased Property for any purpose, until the Closing Date, and the Seller shall indemnify and save the Buyer harmless from any and all costs, expenses, damages, claims, or liabilities which may be incurred with respect to the Purchased Property before the Closing Date which the Buyer is not obligated to assume under this Agreement, and this provision shall survive the Closing Date or the termination of this Agreement.

8.4 Notice

Any notice required or permitted to be given under this Agreement shall be sufficiently given if delivered personally or if sent by prepaid registered mail as follows:


to the Buyer at:	3440 E Russell Road,
	Las Vegas, NV
	89120

	Attention:	Wayne Hansen
	Email:	whns42@gmail.com

to the Seller at:	13401 108 Avenue
	Surrey, BC
	V3T 5T3

	Attention:	Brent Stickland
	Email:	gbs@hdas.com

provided that any party shall be entitled to designate another address by giving notice of it to the other party in accordance with the terms of this Agreement. Any notice so mailed shall be deemed to have been received, except during a period of interruption of normal postal service, on the fourth business day following the date of mailing.

8.5 Further Assurances

Each of the parties shall, at the expense of the other party, execute and deliver all such further documents and do such further acts and things as the other party may reasonably request from time to time to give full effect to this Agreement.

8.6 Assignment

The Buyer may assign its rights under this Agreement with the prior written consent of the Buyer, such consent not to be unreasonably withheld, provided that the Medican Enterprises, Inc. shall not be released from its obligations hereunder as a consequence of any such assignment.

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8.7 Non-merger

None of the provisions of this Agreement shall merge in the transfer of the Premises or any other document delivered on the Closing Date, and the provisions of this Agreement shall survive the Closing Date.

8.8 Certificates

Wherever this Agreement provides for a certificate of a responsible officer of a party, that certificate shall state that the officer has made reasonable and prudent inquiries to determine the accuracy of the matter certified and that certificate shall be deemed to constitute a representation and warranty or a covenant, as the case may be, by the party whose officer signed the certificate.

8.9 Payment of Fees

Each party shall pay its own legal fees. The Buyer shall be responsible for all registration fees payable in connection with registration of the transfer of land referred to in paragraph 7.2(3) and the Buyer's Mortgage but the Seller shall be responsible for the costs of clearing title of any financial encumbrances.

8.10 Commission

The Seller and the Buyer acknowledge and agree that no real estate commissions are payable as a result of the purchase and sale of the Purchased Property.

8.11 Binding Effect

This Agreement shall ensure to the benefit of and be binding upon the parties, their respective heirs, executors, administrators, and other legal representatives and, to the extent permitted in this Agreement, their respective successors and assigns.

8.12 Extended Meanings

Words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders.

8.13 Headings

The headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

8.14 Applicable Law

This Agreement shall be interpreted in accordance with the laws of of the State of Arizona, USA in respect of conveyance of title to the Purchased Property to the Buyer.

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8.15 Entire Agreement

This Agreement constitute the entire agreement between the parties with respect to the subject matter of the Agreement and contains all of the representations, warranties, covenants and agreements of the respective parties, and may not be amended or modified except by an instrument in writing executed by all parties. This Agreement supersedes all prior agreements, memoranda, and negotiations between me parties.

8.16 Schedules

The Schedules attached to this Agreement form part of this Agreement.

8.17 No Contra Proferentem

This Agreement will be interpreted neutrally, without regard to the party drafting this Agreement.

IN WITNESS WHERE OF the parties have executed this Agreement.


EXECUTED by MEDICAN	)	MEDICAN ENTERPRlSES, INC.
ENTERPRISES, INC.	)	per:
in the presence of:	)
	)
	)
	)	Authorized Signatory
	)
Witness)	)

	)	JTB REAL ESTATE LLLP by its General
	)	Partner TBJ LLC
	)
	)
	)
	)
	)	Authorized Signatory
	)

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SCHEDULE A

Permitted Encumbrances

NIL

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE '1933 ACT'), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATIONS UNDER THE 1933 ACT OR (III) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT; PROVIDED THAT, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSES (II) OR (III) HEREOF, THE HOLDER HAS PROVIDED TO THE ISSUER AN OPINION OF COUNSEL, IN FORM SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE 1933 ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITY BEFORE JUNE 1, 2015

UNLESS PERMITTED UNDER SECURITIES LEGISLATION THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED IN CANADA, OR TO OR FOR THE BENEFIT OF A CANADIAN RESDDENT HOLDER BEFORE JUNE 1, 2015

MEDICAN ENTERPRISES, INC.

SECURED CONVERTIBLE DEBENTURE

Lender: JTB REAL ESTATE LLLP Principal Amount: US$850,000.00

SECTION 1 - DEFINITIONS AND INTERPRETATION

In this Debenture, unless there is something in the context inconsistent therewith, the following words and phrases shall have the following meanings, respectively:


1.1	'1933 Act' means the United States Securities Act of 1933, as amended.

1.2	'Applicable Laws' means, in respect of any Person, property, transaction or event, all present or future applicable laws, statutes, decrees, regulations, treaties, ordinances, orders, writs, injunctions, judgments and decrees and all applicable official directives, rules, guidelines, orders and policies of any governmental or other regulatory bodies including, without limitation, stock exchanges, having authority over any of the foregoing.

1.3	'Business Day' means any day but excludes Saturday or Sunday and any other day which is a statutory holiday in British Columbia

1.4	'Closing Date' means January 31, 2015.

1.5	'Collateral' means the Land any and all personal property, assets and undertaking of the Corporation of whatsoever nature and kind charged by this Debenture.

1.6	'Common Share' means a common share in the capital of the Corporation.

1.7	'Conversion Dates' means the earlier to occur of the dates set out below, as to the amount stated, and the Payment Date:
	0

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	(a)	if the Market Price per Common Share at any time exceeds US$0.50, then US$250,000 of the Debenture may then or anytime thereafter be converted;

	(b)	if the Market Price per Common Share at any time exceeds US$1.00, then US$100,000 of the Debenture may then or anytime thereafter be converted;

	(c)	if the Market Price per Common Share at any time exceeds US$1.50, then US$200,000 of the Debenture may then or anytime thereafter be converted;

	(d)	if the Market Price per Common Share at any time exceeds US$2,00, then US$300,000 of the Debenture may then or anytime thereafter be converted,

		and for greater certainty if not all of the Debenture has been converted as at the Payment Date then the full amount of the Debenture then outstanding and all accrued but unpaid interest may be converted into Common Shares pursuant to the terms of this Agreement;

1.8	'Conversion Price per Common Share' means the Current Market Price for each Common Share multiplied by 0.60.

1.9	'Corporation' means Medican Enterprises, Inc., all subsidiaries and affiliates, and every Successor Corporation.

1.10	'Current Market Price' means the weighted average trading price per share for Common Shares for the twenty (20) consecutive trading days ending on the date such shares are converted.

1.11	'Date of Conversion' shall have the meaning ascribed to it in Section 5.4 hereof.

1.12	'Debenture' means this secured convertible debenture, as the same may be amended, varied, supplemented, restated, renewed or replaced at any time and from time to time.

1.13	'Event of Default' shall have the meaning ascribed to it in Section 7.1 hereof.

1.14	'Exchange' means the OTC Bulletin Board, or such other exchange in which the Common Shares are freely traded from time to time.

1.15	'Interest' shall have the meaning ascribed to it in Section 2.2 hereof.

1.16	'Land' shall have the meaning ascribed to it in Section 3.1 hereof.

1.17	'Lender' shall have the meaning first written above.

1.18	'Market Price per Common Share' means the trading price per share for Common Shares on any given date or time.

1.19	'Maturity Date' means Twelve (12) months (365 days) from the Closing Date, subject to the provisions of Section 2.1 herein.

1.20	'Parties' means the Lender and the Corporation and their successors and assignees.

1.21	'Payment Date' means August 1, 2015.

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1.22	'Permitted Priority Encumbrances' means those Security Interests and other encumbrances or interests identified as Permitted Priority Encumbrances and set out in Schedule 'A' attached hereto.

1.23	'Permitted Subordinated Encumbrances' means those Security Interests and other encumbrances or interests identified as Permitted Subordinated Encumbrances and set out in Schedule 'A' attached hereto.

1.24	'Person' means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

1.25	'Principal Amount' shall have the meaning first written above.

1.26	'Securities' means all shares, options, warrants, rights or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non-voting and including, for greater certainty, debt securities that are convertible into any of the above.

1.27	'Security Interest' means any mortgage, charge, lien, hypothec, encumbrance or other security arrangement of whatsoever nature or kind.

1.28	'Successor Corporation' means any corporation which is formed by the amalgamation, merger, restructuring or reorganization of the Corporation.

1.29	'Taxes' includes all present and future taxes, levies, imposts, stamp taxes, duties, charges to tax, fees, deductions, withholdings and any restrictions or conditions resulting in a charge to tax and all penalty, interest and other payments on or in respect thereof.

SECTION 2 - PROMISE TO PAY


2.1	Principal Amount. The Corporation, in consideration for the receipt of the Principal Amount from the Lender, hereby acknowledges itself indebted to and covenants with the Lender to pay the Principal Amount on or before the Maturity Date, unless and except to the extent that such Principal Amount is repaid by conversion into Common Shares as provided for in Section 5 below. Notwithstanding the foregoing, the Lender may make demand for repayment of the Principal Amount and all accrued but unpaid Interest at any time after the Payment Date, and after receipt of such demand the Corporation shall repay any outstanding amounts of Principal Amount and accrued but unpaid Interest within thirty (30) days of receipt of such demand.

2.2	Interest. Interest shall accrue and shall be payable on the Principal Amount, or so much thereof as remains outstanding from time to time before and after the Maturity Date, at a rate of 10.0% per annum compounded semi-annually, not in advance ('Interest'). The Corporation agrees to pay Interest to the Lender monthly on the first day of each and every month after the Closing Date on the Principal Amount outstanding from time to time and upon repayment of the Principal Amount the Corporation in accordance with the terms of the Agreement shall pay all remaining outstanding and unpaid Interest. For greater certainty, Interest shall accrue to, and be payable up to the date of any conversion of any portion of the Debenture, notwithstanding that such conversion may occur on a day that is not the Maturity Date.

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2.3.

Repayment by the Corporation. The Corporation may repay the Principal Amount and any accrued and unpaid Interest, in whole or in part, at any time after July 31, 2015, provided that the Corporation shall provide the Lender with seven (7) days prior notice of its intention to prepay the Principal Amount, or such lesser amount as the Corporation intends to pay, during which time the Lender may exercise its conversion rights pursuant to Section 5.1 herein

SECTION 3 - SECURITY


3.1	Mortgage Security. As security for payment of the principal amount of the Principal Amount and Interest and all other monies and liabilities from time to time payable pursuant to this Debenture and as security for the due performance by the Corporation of all of its other present and future obligations hereunder, the Corporation hereby grants to the Lender a 2nd charge and mortgage over that certain land located in Phoenix, county of Maricopa in the State of Arizona, and having a civic address at 10040 N. Metro Parkway W., Phoenix, Arizona, 85051 and legally described as Lot 3, of METROCENTER TRACT 10, according to the plat of record in the office of the Country Recorder of Maricopa County, Arizona, recorded in Book 797 Maps, page 15 (the 'Land') and all proceeds derived therefrom.

3.2	Priority of Security Interest. The Security Interest granted by this Debenture shall rank in second priority behind the Security Interest granted pursuant to the Permitted Priority Encumbrance. The Lender agrees to execute and deliver any priority agreements requested by the Corporation to confirm and evidence the priority of the Permitted Priority Encumbrances over the Security Interest granted by this Debenture.

3.3	Subsequent Act. The Corporation shall, from time to time, execute and do or cause to be executed and done all things which in the opinion of the Lender or its appointed counsel may reasonably be required to evidence or protect the Security Interest created herein.

3.4	Registration of Mortgage. The Corporation shall, at the Lender's request and at the Corporation's expense, register, file or record the Security Interests created herein in all offices where such registration, filing or recording is in the opinion of the Lender or the Lender's appointed counsel, acing reasonably, necessary or of advantage to the creation or perfection of the Security Interest. The Corporation shall deliver to the Lender on demand verification statements or certificates evidencing such registration, filing or recording, and will, at the Lender's request, do, observe and perform all matters and things necessary or expedient to be done, observed and performed, for the purpose of creating, maintaining and preserving the Security Interest or creating, maintaining and preserving the priority thereof.

3.5	Exclusions. The Security Interest granted herein does not apply or extend to:

	(1)	the last day of any term created by any lease or agreement now held or later acquired by the Corporation but the Corporation will stand possessed of the reversion thereby remaining in the Corporation of any leasehold premises in trust for the Lender to assign and dispose of as the Lender or any purchaser of such leasehold premises directs;

	(2)	if any lease or other agreement contains a provision which provides in effect that such lease or agreement may not be assigned, subleased, charged or encumbered without the leave, licence, consent or approval of the lessor, the application of the security interest created hereby to any such lease or agreement is conditional upon such leave, licence, consent or approval having been obtained and the security interest created hereby will attach to such lease or agreement as soon as such leave, licence, consent or approval is obtained; or

	(3)	any consumer goods of the Corporation.

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SECTION 4 - REPRESENTATIONS AND WARRANTIES OF THE CORPORATION


4.1	Representations and Warranties. The Corporation represents and warrants to the Lender, all of which shall survive the execution and delivery of this Debenture, as follows:

	(1)	Existence, Power and Conduct of Business. The Corporation is a corporation duly incorporated, validly existing and in good standing in its jurisdiction of incorporation, is up to date in all filings required under Applicable Laws, has the requisite power and authority and all material governmental licenses, authorizations, consents and approvals necessary to own, operate and lease its properties and assets and to conduct its businesses in which it is presently engaged and to enter into and perform its obligations under this Debenture.

	(2)	Corporate Power, Authorization and Enforceable Obligations. The execution, delivery and performance by the Corporation of this Debenture, the creation of all Security Interests provided for herein and the issuance of the Common Shares contemplated herein: (i) are within the corporate power of the Corporation; (ii) have been duly authorized by all necessary corporate or other action of the Corporation; (iii) are not in contravention of, and will not conflict with or violate, any provision of the articles of incorporation or by-laws of the Corporation; and (iv) will not contravene, conflict with or violate any Applicable Laws.

	(3)	No Event of Default.No Event of Default has occurred and is continuing.

SECTION 5 - CONVERSION RIGHTS


5.1	Conversion Right. Subject to Section 5.5 below, the parties agree that until the Principal Amount and any accrued and unpaid Interest have been fully repaid, on the Conversion Dates the Lender shall have the right to convert all or any portion of the then outstanding Principal Amount and accrued and unpaid Interest into Common Shares at the Conversion Price per Common Share. Such conversion may be effected by the presentation of this Debenture at the offices of the Corporation, accompanied by a conversion notice (the 'Conversion Notice') signed by the Lender in the form attached as Schedule B notifying the Corporation as to the exercise of the right of conversion and specifying the amount of Principal Amount and Interest being converted and setting forth the name and address of the nominees of the Lender in whose name(s) the Common Shares issuable upon such conversion are to be registered. For greater certainty, no conversion in part or in whole of the Principal Amount shall extinguish or satisfy, or relieve the Corporation of its obligation to pay, any interest on such principal amount, or interest on such interest, accruing up to but excluding the Date of Conversion.

5.2	Issuance of Common Shares on Conversion. As promptly as practicable after the presentation of this Debenture for conversion pursuant to Section 5.1, but in no event later than five Business Days after such presentation of this Debenture for conversion, the Corporation shall issue to the Lender or its nominee(s) a certificate or certificates representing the number of Common Shares into which all or any portion of the Principal Amount and Interest have been converted and shall cause the Lender or its nominee to be entered in its books as of the Date of Conversion as the holder of the number of Common Shares into which the Principal Amount and Interest, or portion thereof being converted, is converted. Common Shares issued upon such conversion shall be entitled to dividends (if any) declared in favour of holders of Common Shares of record on and after the Date of Conversion. As of and from such applicable date, the Common Shares so issued shall for all purposes be and be deemed to be

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	issued and outstanding as fully paid and non-assessable Common Shares. In the event that any amounts remain outstanding under this Debenture after giving effect to such conversion, the Corporation shall acknowledge in writing the amount of remaining Principal Amount owing by the Corporation to the Lender, plus any accrued and outstanding Interest and shall issue a new Debenture to the Lender on the same terms and conditions as set out herein, for the amount then owing to the Lender within five (5) Business Days of the date of surrender of this Debenture to the Corporation.

5.3	No Fractional Shares. No fractional Common Share or other security shall be issued upon the conversion of all or any portion of the Principal Amount and Interest. If the conversion of all or any portion of the Principal Amount and Interest would otherwise result in a fractional Common Share, the Corporation shall, in lieu of delivering any certificate representing such fractional interest, pay to the Lender an amount equal (computed to the nearest whole cent, with one half of a cent or more being rounded up) to the appropriate fraction of the value provided.

5.4	Effect of Conversion. The conversion of the Principal Amount and Interest thereon or any portion thereof shall be deemed to have been made immediately prior to the close of business on the date on which this Debenture is surrendered for conversion (the 'Date of Conversion') in accordance with the provisions of this Section 5. The Lender's rights in respect of the converted portion shall terminate at the time of surrender, and the nominee of the Lender entitled to receive the Common Shares into which all or any portion of the Principal Amount is converted shall be treated, as between the Corporation and such person or persons, as having become the holder or holders of record of such Common Shares on that date, provided if this Debenture is surrendered for conversion on any day on which the register for Common Shares is closed, the Lender or its nominee entitled to receive Common Shares upon the conversion of this Debenture or a portion thereof shall become the holder of record of such Common Shares as of the date on which the register of Common Shares is next open.

5.5	Limit on Share Ownership. The conversion and/or redemption rights provided for in this Debenture shall only be exercisable to the extent that Lender or its nominee may own, either directly or beneficially, a maximum of 9.99% of the issued and outstanding voting shares of the Corporation.

5.6	Transfer Restrictions. The Common Shares issuable upon conversion may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Corporation or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Common Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such Common Shares are sold or transferred pursuant to Rule 144 under the 1933 Act (or a successor rule) ('Rule 144') or (iv) such shares are transferred to an 'affiliate' (as defined in Rule 144) of the Lender who agrees to sell or otherwise transfer the shares only in accordance with this Section. Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Common Shares issuable upon conversion have been registered under the 1933 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, each certificate for Common Shares issuable upon conversion of this Debenture 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:

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'NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.'

The legend set forth above shall be removed and the Corporation shall issue to the Lender a new certificate therefore free of any transfer legend if (i) the Corporation 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 Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Corporation so that the sale or transfer is effected or (ii) in the case of the Common Shares issuable upon conversion of this Debenture, such security is registered for sale by the Lender under an effective registration statement filed under the 1933 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.

SECTION 6 - COVENANTS


6.1	Covenants. The Corporation hereby covenants to the Lender that at all times while the Lender's conversion rights are outstanding:

	(1)	the Corporation shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the obligations of the Corporation pursuant to this Debenture;

	(2)	the Common Shares which may be issued upon the exercise of the conversion rights shall be validly issued as fully paid and non-assessable. The issuance and delivery of said Common Shares shall not be subject to any liens, restrictions, claims or encumbrances, provided however that said Common Shares may be subject to restrictions on transfer under applicable securities laws;

	(3)	the Corporation shall duly and punctually pay or cause to be paid to the Lender the principal of and interest accrued on this Debenture (including, in the case of default, interest on the amount in default) on the dates, at the places, in the currency, and in the manner provided for herein;

	(4)	except as herein otherwise expressly provided, the Corporation shall at all times maintain its corporate existence;

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	(5)	the Corporation shall duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Debenture;

	(6)	the Corporation shall maintain, use and operate the Collateral and carry on and conduct its business in a lawful and business-like manner;

	(7)	the Corporation shall defend the Collateral against all claims and demands respecting the Collateral made by all persons at any time and, except as otherwise provided herein, will keep the Collateral free and clear of all security interests and other encumbrances or interests except for those Permitted Priority Encumbrances and Permitted Subordinated Encumbrances or interest which may rank subordinate to the Mortgage;

	(8)	the Corporation shall not change its name without first giving notice to the Lender of its new name and the date when such new name or amalgamation is to become effective.

SECTION 7 - DEFAULT


7.1	Events of Default. The security hereby constituted shall become enforceable upon the occurrence of any of the following events of default (each, an 'Event of Default'):

	(1)	if the Corporation makes default in the observance or performance of any written covenant or undertaking given by the Corporation to the Lender and such default is not rectified within fifteen (15) Business Days of notice being delivered by the Lender to the Corporation;

	(2)	if the Corporation makes default in payment of any indebtedness or liability of the Corporation to the Lender hereunder, when due, and such default is not remedied within five (5) days of notice being delivered by the Lender to the Corporation;

	(3)	if a decree or order of a court of competent jurisdiction is entered adjudging the Corporation a bankrupt or insolvent or approving as properly filed a petition seeking the winding-up of the Corporation under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding Up Act (Canada) or any other bankruptcy, insolvency or analogous laws or ordering the winding up or liquidation of its affairs, and any such decree, order, winding up or liquidation of its affairs, and any such decree, order, winding up or liquidation continues unstayed and in effect for a period of more than twenty (20) Business Days;

	(4)	if the Corporation makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seeks relief under the Companies' Creditors Arrangement Act (Canada), the Winding Up Act (Canada) or any other bankruptcy, insolvency or analogous law, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition, administration or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors' rights or consents to, or acquiesces in, the filing of such petition; and

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	(5)	if an encumbrancer takes lawful possession of any portion of the Collateral or any other property of the Corporation which is material to the Corporation taken as a whole, or if any process of execution is levied or enforced upon or against a material portion of the Collateral or other property of the Corporation and remains unsatisfied for such period as would permit any such Collateral or other property to be sold thereunder, unless the Corporation actively and diligently contests in good faith such process, but in that event the Corporation shall, if the Lender so requires, give security which, in the discretion of the Lender, is sufficient to pay in full the amount thereby claimed in case the claim is held to be valid.

7.2	Waiver. The Lender may in writing waive any breach by the Corporation of any of the provisions contained herein or any default by the Corporation in the observance or performance of any covenant or condition required by the Lender to be observed or performed by the Corporation; provided always that no act or omission by the Lender in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent breach or default or the rights resulting therefrom.

SECTION 8 - REMEDIES


8.1	Remedy Against Security. Upon Default under this Agreement, the security constituted by this Agreement and granted pursuant to this Agreement shall immediately become enforceable. To enforce and realize on the security constituted by this Agreement and granted pursuant to this Agreement the Lender may take any action permitted by law or equity, as it may deem expedient, and without limiting the foregoing the Lender may proceed to realize the security hereby constituted and to enforce its rights by entry; or by the appointment by instrument in writing of a receiver or receivers of the subject matter of such security or any part thereof and such receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Lender or not, and the Lender may remove any receiver or receivers so appointed and appoint another or others in his or their stead; or by proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the subject matter of such security or any part thereof, or by any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity, and may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding-up or other judicial proceedings relative to the Corporation. Any such receiver or receivers so appointed shall have all of the powers conferred on the Lender by this Debenture. In exercising any powers any such receiver or receivers shall act as agent or agents for the Corporation and the Lender shall not be responsible for his or their actions.

8.2	Acceleration on Default The Lender, in its sole discretion, may declare all or part of the Principal Amount and Interest accrued by unpaid immediately due and payable in the event of a Default. The provisions of this paragraph do not and are not intended to affect in any way any rights of the Lender with respect to the Principal Amount and Interest that may be payable on demand.

SECTION 9 - MISCELLANEOUS

9.1

Renewals. The Lender, without exonerating in whole or in part the Corporation, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the same and any or all existing securities up to, may abstain from taking securities from or from perfecting securities of, may accept compositions from, and may otherwise deal with the Corporation and all other persons and securities as the Lender may see fit.

-10-


9.2		Discharge on Payment. Upon payment by the Corporation of the outstanding Principal Amount being secured and interest and all other obligations of the Corporation hereunder or secured hereby, the Lender shall upon request in writing by the Corporation delivered to the Lender's office deliver up this Debenture to the Corporation and shall at the expense of the Corporation cancel and discharge the charge of this Debenture and execute and deliver to the Corporation such deeds or other instruments as shall be requisite to discharge the charge hereby constituted.

9.3		No Obligation to Advance. Nothing herein shall obligate the Lender to make any advance or loan or further advance or loan or to renew any note or extend any time for payment of any indebtedness of the Corporation to the Lender.

9.4		No Merger. This security is in addition to, not in substitution for and shall not be merged in any other agreement, security, document or instrument now or hereafter held by the Lender.

9.5		Waiver of Right to Jury Trial. THE LENDER HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY AND ALL ACTIONS OR PROCEEDINGS BROUGHT WITH RESPECT TO ANY PROVISION OF THIS NOTE OR THE ENFORCEABILITY OR INTERPRETATION THEREOF OR ANY OTHER MATTER RELATED HERETO OR THERETO OR ARISING HEREUNDER OR THEREUNDER.

9.6		Successors and Assigns. This Debenture shall be binding upon the Corporation and its successors and assigns including any successor by reason of amalgamation of or any other change in the Corporation and shall enure to the benefit of the Lender and its successors and assigns; provided that the Lender shall not assign any of its rights or obligations hereunder without the prior written consent of the Corporation, which consent is not to be unreasonably withheld. The Corporation shall not assign any of its rights or obligations hereunder without the prior written consent of the Lender, not to be unreasonably withheld.

9.7		Notices. All notices, requests, demands or other communications (collectively, 'Notices') by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery, or by facsimile transmission to such other party as follows:

	(a)		To the Corporation at:

				Medican Enterprises, Inc.
				3440 E Russell Road
				Las Vegas, NV 89120

				Attention: Wayne Hansen
				Email: whns42@gmail.com:

			with a copy to (except in respect of delivery of a Conversion Notice, in which delivery of the original Conversion Notice and Debenture shall be delivered as below, with a copy to the Corporation above, and which delivery to Affinity Law Group below shall constitute notice to the Corporation):

				Affinity Law Group
				Suite 1130 - 400 Burrard Street
				Vancouver, BC V6C 3A6

				Attention: Darcy Wray
				Email: dwrav@affinitylaw.ca
				Facsimile: (604)681-5889

-11-


	(b)		to the Lender at:

				JTB Real Estate LLLP
				Suite 1450 13401 108th Avenue
				Surrey B.C.
				V3T 5T3

				Attention Brent Stickland

				Facsimile:	'
				Email:	'

		or at such other address as may be given by such person to the other parties hereto in writing from time to time. All such Notices shall be deemed to have been received when delivered or transmitted.

9.8		Severability. Should any part of this Debenture be declared or held invalid for any reason, such invalidity shall not affect the validity of the remainder which shall continue in full force and effect and be construed as if this Debenture had been executed without the invalid portion and it is hereby declared the intention of the parties hereto that this Debenture would have been executed without reference to any portion which may, for any reason, be hereafter declared or held invalid.

9.9		Jurisdiction. This Debenture shall be construed in accordance with and be governed by the laws of the Province of British Columbia and for the purpose of legal proceedings this Debenture shall be deemed to have been made in the said Province and to be performed there and the courts of that Province shall have jurisdiction over all disputes which may arise under this Debenture and the Corporation hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts, provided always that nothing herein contained shall prevent the Lender from proceeding at its election against the Corporation in the courts of any other province, country or jurisdiction.

9.10		Currency. All references in this Debenture to sums of money shall be, unless the contrary is expressly indicated, to sums in the lawful money of United States.

9.11		Time of the Essence. Time shall be of essence.

9.12		Amendments to Debenture. This Note may be amended only by a writing signed by the Corporation and the Lender.

9.13		Singular and Plural Interpretation. Words importing the singular include the plural and vice versa; and words importing gender shall include all genders. The headings in this Debenture are included for convenience of reference only, and shall not constitute a part of this Debenture for any other purpose.

9.14		Counterparts. This Debenture may be executed in as many counterparts and by facsimile transmission as may be necessary and each of which so signed will be deemed to be an original and such counterparts and facsimile transmissions together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date set forth above.

-12-

IN WITNESS WHEREOF the Parties have caused this Debenture to be signed by its proper officers duly authorized in that behalf as of January 31, 2015.


	MEDICAN ENTERPRISES, INC.

	By:
		Name:
		Title:


	JTB REAL ESTATE LLLP

	By:
		Name:
		Title:

SCHEDULE A

PERMITTED PRIORITY ENCUMBRANCES

'Permitted Encumbrances' means:


1.	a charge and mortgage security over the Land, provided that the principal amount owing under such mortgage is not greater than $1, 500,000;

2.	security given in the ordinary course of business to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or governmental or other authority in connection with the Corporation's operations;

3.	all rights reserved to or vested in any governmental body by the terms of any lease, license, franchise, grant or permit held by the Corporation or by any statutory provision to terminate any such lease, license, franchise, grant or permit or to require annual or periodic payments as a condition of the continuance thereof or to distrain against or obtain a lien or any property or assets of the Corporation in the event of failure to make such annual or other periodic payments;

4.	purchase money security interests or liens, conditional sales agreements or other title retention mortgages on a property or asset created, issued or assumed to secure the unpaid purchase price in respect of such property or asset and consented to by the Lender;

5.	liens for taxes, assessments or governmental charges which are not at the time due or delinquent, or if due or delinquent, the validity of which is being contested at the time;

6.	lien, mortgage, charge, hypothec or encumbrance that is registered against the assets of the Corporation on the date hereof and consented to by the Lender;

PERMITTED SUBORDINATED ENCUMBRANCES

7.	undetermined or inchoate liens and charges incidental to construction, maintenance or operations which have not yet been filed pursuant to law or, which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested;

8.	the lien or any right of distress reserved in or exercisable under any lease for rent and for compliance with the terms of such lease which have not yet been filed pursuant to law or, which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested;

9.	such other lien, mortgage, charge, hypothec or encumbrance as may be created, incurred or registered against the assets of the Corporation for the purposes of securing future borrowings or financings by the Corporation;

10.	when required by law and public and statutory obligations, an encumbrance resulting from the deposit of cash or security in connection with contracts, tenders or expropriation proceedings, or to secure Workers' Compensation, surety or appeal bonds or costs of litigation; and

-14-

SCHEDULE B

FORM OF CONVERSION NOTICE

TO: _____. (the 'Corporation')

The undersigned, registered holder of the attached Debenture, hereby irrevocably elects to convert such Debenture (or $ ____________ principal amount thereof) into _____________ Common Shares of the Corporation in accordance with the terms of the Debenture and directs that such Common Shares issuable and deliverable upon the conversion be issued and delivered to the person indicated below (provided that if the person indicated below is not the undersigned, then the undersigned acknowledges and agrees that the delivery of such Common Shares to the person indicated below fully satisfies repayment of the amount of the Debenture converted into such Common Shares).

DATED the___________day of___________, 200____.


	Per:
	Name:
	Title:


Name:

Address:

-20-

SCHEDULE B

Real Property Lease'Section 3.1(3)(g)

Outstanding Basic Rent as at January 31, 2015 $172,500.00

Collected Percentage Rent Nil

AMENDMENT No. 2 TO THE
PURCHASE CONTRACT
EXECUTED ON JANUARY 15, 2015

THIS AMENDMENT NO. 2 TO THE PURCHASE CONTRACT EXECUTED ON JANUARY 15, 2015 is made as of February 17, 2015.


BETWEEN:

	JTB REAL ESTATE LLLP a limited liability limited partnership formed in accordance with the laws of State of Arizona, and represented by its General Partner, TBJ LLC, an Arizona limited liability corporation

		(the 'Seller')
AND:

	MEDICAN ENTERPRISES, INC. a company duly incorporated under the laws of Delaware and having its office at 3440 E Russell Road, Las Vegas, NV 89120

		(the 'Buyer')
WHEREAS:


A.	The Seller is the owner of fee simple title to an industrial building being approximately 7200 sq. ft on approximately .83 acres of land in Phoenix, county of Maricopa in the State of Arizona, and having a civic address at 10040 N. Metro Parkway W., Phoenix, Arizona, 85051 and legally described as Lot 3, of METROCENTER TRACT 10, according to the plat of record in the office of the Country Recorder of Maricopa County, Arizona, recorded in Book 797 Maps, page 15 (the 'Premises'); and

B.	On January 15, 2015, through a Purchase Contract (the 'Original Purchase Contract') the Seller agreed to sell and the Buyer agreed to purchase all of the Seller's right, title, and interest in and to the Premises and all of the Seller's right title and interest in the leasehold improvements owned by the Seller which are used in association with and are located on or about the Premises as at the Closing Date (defined in the original Agreement as January 30, 2015), on the terms and conditions set out in this Agreement; and

C.	On January 30, 2015, through Amendment No. 1 to the Original Purchase Contract, the Seller and Buyer agreed to extend the Closing Date as defined in the Original Purchase Contract from January 30, 2014 to February 18, 2015 to accommodate the requirements of the Buyer's lender and to complete another appraisal of the Premises.


D	In this Amendment No. 2 to the Original Purchase Contract, the Seller and Buyer have agreed to extend the Closing Dale as defined in the Original Purchase Contract from February 18, 2015 to March 31, 2015..

NOW THEREFORE in consideration of S1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller and Buyer agree as follows:


	1.	To extend the Closing Date as defined in the Original Purchase Contract until March 31, 2015.

	2.	That, until notice is received in the manner described below, the Seller will have the right to consider all other offers to purchase the Premises and business operating from the Premises. If the Seller receives an offer which the Seller wishes to accept, the Seller will deliver notice of the offer to the Buyer at 3440 E Russell Road, Las Vegas, NV 89120. The Buyer will have 5 business days from the time notice is delivered to complete the purchase of the Premises in accordance with the terms and conditions of the Original Purchase Contract. If the Buyer is unable to complete the purchase in accordance with the terms of the Original Purchase Contract within the specified time after delivery of the notice to the Buyer, the Original Purchase Contract will terminate and all parties will be released of their obligations thereunder.

	3.	All other provisions from the Original Purchase Contract shall remain unchanged and in full force and effect.

	4.	The agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so execute shall be deemed to be an original and all of which taken together constitute one and the same instrument. Executed faxed or electronically transmitted copies of these resolutions whether in counterpart or otherwise will be treated as originally executed.

IN WITNESS WHEREOF the parties have executed this Agreement.


EXECUTED by MEDICAN	))	MEDICAN ENTERPRISES, INC.
ENTERPRISES, INC.	))	per:
in the presence of:	))
	)
Witness		Authorized Signatory

Horizon APA Extension (2) Feb 18 clean


	))	JTB REAL ESTATE LLLP by its General
	))	Partner TBJ LLC
	))
	)

		Authorized Signatory

Horizon APA Extension (2) Feb 18 clean

Exhibit 10.14


	STATE OF NEVADA
BARBARAK. CEGAVSKE Secretary of State JEFFERY LANDERFELT Deputy Secretary for Commercial Recordings		Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701-4201 Telephone (775) 684-5708 Fax (775) 684-7138
	OFFICE OF THE
	SECRETARY OF STATE

MEDICAN ENTERPRISES, INC.		Job:C20150213-0322
		February 13, 2015
NV

Special Handling Instructions:

amendment filed and emailed 2/13/15 ajw

Charges

Description	Document Number	Filing Date/Time	Qty	Price	Amount
Amendment	20150067352-81	2/12/2015 4:26:30 PM	1	$475.00	$475.00
24 Hour Expedite	20150067352-81	2/12/2015 4:26:30 PM	1	$125.00	$125.00
Total					$600.00

Payments

Type	Description	Amount
Credit	005527\|15021360461713	$600.00
Total		$600.00

Credit Balance: $0.00


Job Contents:
File Stamped Copy(s):	1

MEDICAN ENTERPRISES, INC.


BARBARA K. CEGAVSKE	Filed in the office of	Document Number
Secretary of State		20150067352-81
202 North Carson Street	Barbara K. Cegavske	Filing Date and Time
Canson city, Nevada 89701-4201	Secretary of State	02/12/2015 4:26 PM
(775) 684-5708	State of Nevada	Entity Number
Website: www.nvsos.gov		C8634-1988

Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)


use BLACK MX ONLY � DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles off Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)

1. Name of corporation:
Medican Enterprises, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)
The total authorized capital of the Company shall be 1,005,000,000, allocated as follows:

1,000,000,000 shares of common stock, par value $.001
5,000,000 shares of preferred stock, par value $.001

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of Incorporation* have voted in favor of the amendment is:


	31,515,624/60,111,408

4. Effective date and time of filling: (optional)	Date: February 16, 2015 Time: 12:01 AM
	(must not be later than 90 days after the certificates is filed)
5. Signature: (required)



Signature of Officer

If any proposed amendment would after or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless in limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.	Nevada secretary of state Amend Profit-After
	revised: 1-5-16

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Kenneth Williams, certify that:

1. I have reviewed this Annual Report on Form 10-K of Medican Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 15, 2015		/s/Kenneth Williams
			Kenneth Williams, CEO, and Director

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Wayne Hansen, certify that:

1. I have reviewed this Annual Report on Form 10-K of Medican Enterprises, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 15, 2015		/s/Wayne Hansen
			Wayne Hansen, Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Medican Enterprises, Inc. (the “Registrant”) on Form 10-K for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), we, Kenneth Williams, Principal Executive Officer, President and Director, and Wayne Hansen, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date:	April 15, 2015		By:	/s/Kenneth Williams
				Kenneth Williams, CEO, and Director

Date:	April 15, 2015		By:	/s/Wayne Hansen
				Wayne Hansen, Chief Financial Officer

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