Exhibit 10.3


 


 





REVOLVING LINE OF CREDIT AGREEMENT


 


This Revolving Line
of Credit Agreement (the "AGREEMENT") is made and entered into in this 15th day of October 2012 by and between
TVP Investments, LLC, a Georgia Limited Liability Company ("LENDER") and RC-1, Inc., a Nevada Corporation ("BORROWER").


 


In consideration of
the mutual covenants and agreements contained herein, the parties agree as follows:


 


1.LINE OF
CREDIT. Lender hereby establishes for a period extending to October 15th, 2014 (the "MATURITY DATE") a revolving
line of credit (the (“CREDIT LINE”) for Borrower in the principal amount of Five Hundred Thousand Dollars
($500,000.00) (the "CREDIT LIMIT"). In connection herewith, Borrower shall execute and deliver to Lender a
Promissory Note in the amount of the Credit Limit and in form and content satisfactory to Lender. All sums advanced on the
Credit Line or pursuant to the terms of this Agreement (each an "ADVANCE") shall become part of the principal of
said Promissory Note.


 


2.ADVANCES. Any
request for an Advance may be made from time to time and in such amounts as Borrower may choose; provided, however, any requested
Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit and further
provided, that Lender has no obligation to lend Borrower any amounts hereunder and the decision to lend such money lies in the
sole and complete discretion of the Lender.


 


Requests for Advances
may be made orally or in writing by such officer of Borrower authorized by it to request such Advances, Until such time as Lender
may be notified otherwise. Borrower hereby authorizes its president or any vice president to request Advances. Lender may deposit
or credit the amount of any requested Advance to Borrower's checking account with Lender. Lender may refuse to make any requested
Advance and the decision to lend such money lies in the sole and complete discretion of the Lender.


 


The funds from the
Advances will be used by the Borrower for operating expenses in connection with the operations of the Borrower.


 


3.INTEREST. All
sums advanced pursuant to this Agreement shall bear interest from the date each Advance is made until paid in full at the rate
of ten percent (10%) per annum, simple interest (the "EFFECTIVE RATE").


 


4.REPAYMENT. Borrower
shall pay accrued interest on the outstanding principal balance on a monthly basis commencing 30 days from the date of the advance,
and continuing each month thereafter. The entire unpaid principal balance, together with any accrued interest and other unpaid
charges or fees hereunder, shall be due and payable on the last business day of each Quarter ended and based on a calendar year
ending December 2015.


 








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All payments shall be made to Lender at
such place as Lender may, from time to time, designate. All payments received hereunder shall be applied, first, to any costs or
expenses incurred by Lender in collecting such payment or to any other unpaid charges or expenses due hereunder: second, to accrued
interest; and third, to principal. Borrower may prepay principal at any time without penalty.


 


5.REPRESENTATIONS AND WARRANTIES. In order to induce
Lender to enter into this Agreement and to make the advances provided for herein, Borrower represents and warrants to Lender as
follows:


 


a.Borrower is a
duly organized, validly existing, and in good standing under the laws of the State of Nevada with the power to own its assets and
to transact business in California, and in such other states where its business is conducted.


 


b.Borrower has
the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation imposed
under the terms of such documents.


 


c.The execution,
delivery and performance of this Agreement and each document incident hereto will not violate any provision of any applicable law,
regulation, order, judgment, decree, article of incorporation, by-law, indenture, contract, agreement, or other undertaking to
which Borrower is a party, or which purports to be binding on Borrower or its assets and will not result in the creation or imposition
of a lien on any of its assets.


 


d.There is no action,
suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, against or affecting Borrower or any of
its assets which, if adversely determined, would have a material adverse affect on the financial condition of Borrower or the operation
of its business.


 


6.EVENTS OF DEFAULT. An event of default will occur
if any of the following events occurs:


 


a.Failure to pay
any principal or interest hereunder within ten (10) days after the same becomes due.


 


b.Any representation
or warranty made by Borrower in this Agreement or in connection with any borrowing or request for an Advance hereunder, or in any
certificate, financial statement, or other statement furnished by Borrower to Lender is untrue in any material respect at the time
when made.


 


c.Default by Borrower
in the observance or performance of any other covenant or agreement contained in this Agreement, other than a default constituting
a separate and distinct event of default under this Paragraph 6.


 


d.Filing by Borrower
of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the
Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter existing.


 








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c.Filing of an
involuntary petition against Borrower in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other
relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter existing,
and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged.


 


7.REMEDIES. Upon
the occurrence of an event of default as defined above, Lender may declare the entire unpaid principal balance, together with accrued
interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice of any kind. Lender may
suspend or terminate any obligation it may have hereunder to make additional Advances. To the extent permitted by law, Borrower
waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No failure or delay
on the part of Lender in exercising any right, power, or privilege hereunder will preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive
of any other rights or remedies provided at law or in equity. Borrower agrees to pay all costs of collection incurred by reason
of the default, including court costs and reasonable attorney's fees.


 


8.NOTICE. Any
written notice will be deemed effective on the date such notice is placed, first class, postage prepaid, in the United States mail,
addressed to the party to which notice is being given as follows:


 


Lender: PO Box 386, Kennesaw,  GA 30156




Borrower:


 


9.GENERAL PROVISIONS.
All representations and warranties made in this Agreement and the Promissory Note and in any certificate delivered pursuant thereto
shall survive the execution and delivery of this Agreement and the making of any loans hereunder, this Agreement will be binding
upon and inure to the benefit of Borrower and Lender, their respective successors and assigns, except that Borrower may not assign
or transfer its rights or delegate its duties hereunder without the prior written consent of Lender. This Agreement, the Promissory
Note, and all documents and instruments associated herewith will be governed by and construed and interpreted in accordance with
the laws of the State of North Carolina. Time is of the essence hereof. This Agreement will be deemed to express, embody, and supersede
any previous understanding, agreements, or commitments, whether written or oral, between the parties with respect to the general
subject matter hereof. This Agreement may not be amended or modified except in writing signed by the parties.


 


EXECUTED on the day and year first written above.


 


 


 




 






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Promissory Note


 


	$500,00.00	October 20, 2012


 


This Promissory Note
(the "NOTE") is made and executed as of the date referred to above, by and between RC-1, Inc., a Nevada corporation (the
"BORROWER"), and TVP Investments, LLC ("LENDER"). By this Note, the Borrower promises and agrees to pay to
the order of Lender, at such place as Lender may designate in writing, the principal sum of Five Hundred Thousand and 00/100 Dollars
($500.000.00). or the aggregate unpaid principal amount of all advances made by Lender to Borrower pursuant to the terms of a Revolving
Line of Credit Agreement (the "LOAN AGREEMENT”) of even date herewith, whichever is less, together with interest thereon from
the date each advance is made until paid in full, both before and after judgment, at the rate of 10 percent (10%) per annum, simple
interest.


 


Borrower shall pay
accrued interest on the outstanding principal balance under the Note on a monthly basis commencing 30 days from the date of the
advance, and continuing each month thereafter until paid in full. The entire unpaid principal balance, together with any accrued
interest and other unpaid charges or fees hereunder, shall be due and payable on October 20, 2014 (the "MATURITY DATE").


 


Prepayment in whole
or part may occur at any time hereunder without penalty; provided that the Lender shall be provided with not less than ten (10)
days notice of the Borrower's intent to pre-pay; and provided further that any such partial prepayment shall not operate to postpone
or suspend the obligation to make, and shall not have the effect of altering the time for payment of the remaining balance of the
Note as provided for above, unless and until the entire obligation is paid in full. All payments received hereunder shall be applied,
first, to any costs or expenses incurred by Lender in collecting such payment or to any other unpaid charges or expenses due hereunder;
second, to accrued interest; and third, to principal.


 


An event of default
will occur if any of the following events occurs: (a) failure to pay any principal or interest hereunder within ten (10) days
after the same becomes due; (b) if any representation or warranty made by Borrower in the Loan Agreement or in connection with
any borrowing or request for an advance thereunder, or in any certificate, financial statement, or other statement furnished by
Borrower to Lender is untrue in any material respect at the time when made; (c) default by Borrower in the observance or performance
of any other covenant or agreement contained in the Loan Agreement, other than a default constituting a separate and distinct
event of default under Paragraph 7 of the Loan Agreement; (d) filing by Borrower of a voluntary petition in bankruptcy seeking
reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code as amended or under any other
insolvency act or law, state or federal, now or hereafter existing; or (e) filing of an involuntary petition against Borrower
in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other
relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter existing,
and the continuance thereof for sixty (60) days undismissed, unhanded, or undischarged.


 




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Any notice or
demand to be given to the parties hereunder shall be deemed to have been given to and received by them and shall be effective
when personally delivered or when deposited in the U.S. mail, certified or registered mail, return receipt requested, postage
prepaid, and addressed to the party at his or its last known address, or at such other address as the one of the panics may
hereafter designate in writing to the other party.


 


The Borrower hereof
waives presentment for payment, protest, demand, notice of protest, notice of dishonor, and notice of nonpayment, and expressly
agrees that this Note, or any payment hereunder, may be extended from time to time by the Lender without in any way affecting its
liability hereunder.


 


In the event any
payment under this Note is not made at the time and in the manner required, the Borrower agrees to pay any and all costs and expenses
which may be incurred by the Lender hereof in connection with the enforcement of any of its right:, under this Note or under any
such other instrument, including court costs and reasonable attorneys' fees.


 


This Note shall be
governed by and construed and enforced in accordance with the laws of North Carolina.


 







 






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