Exhibit  10.3


NOTE
PURCHASE AGREEMENT


This
Note Purchase Agreement (the "Agreement”) is made as of March 6, 2015 by and between
Start Scientific, Inc. a Delaware corporation with principal offices at 2003 My Anns Hill San Antonio, TX 78258 (the "Company")
and Iconic Holdings, LLC, a Delaware LLC with principal offices at 7200 Wisconsin Ave, Suite
206, Bethesda, MD 20814 (the "Purchaser"). As used herein, the term
“Parties” shall be used to refer to the Company and Purchaser jointly. 


 


WHEREAS:



	A.		The Parties jointly warrant and represent that they have a pre-existing relationship
prior to the date of this Agreement.






	B.		Purchaser warrants and represents that it is
sophisticated and experienced in acquiring the debt instruments issued by small early-stage companies that
have not achieve profitability, positive cash flow or both.






	C.		Purchaser warrants and represents that it is an “accredited investor,”
as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the
“1933 Act”).



	D.		Purchaser warrants and represents that prior to entering into this Agreement
that it has received and completed its review of the Company’s corporate and financial statements as included in
the filings and disclosures as listed for the Company with the Securities and Exchange Commission which has allowed Purchaser
to make an informed investment decision with respect to purchase of that certain Convertible Promissory
Note in the stated original principal amount of $220,000 (the “Note”)
attached in Exhibit A and dated March 6, 2015.



	E.		The Purchaser acknowledges and agrees that it is acquiring the Note for investment
purposes only and not with a view to a distribution.






	F.		The Purchaser acknowledges and agrees that:
(i) the Note is a “restricted security,” as that term is defined in the 1933 Act and (ii) no registration rights
have been granted to Purchaser to register the Note.



 


 


NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:


Section
1. SALE AND ISSUANCE OF THE NOTE. In consideration of the Company’s receipt
of the initial sum of $55,000 at Closing (as defined in Section 2.1), the Company shall sell to the Purchaser, and the
Purchaser shall purchase from the Company (the “Issuance”) the Note upon
the terms set forth in this Agreement. In addition, a copy of that certain Action of the Board of Directors, dated March 6,
2015 (the “Action of the Board of Directors”) is attached hereto as Exhibit
A. 


 




    	 



    	 



    

Section 2. THE
CLOSING.


2.1.
PLACE OF CLOSING AND PROCEDURE AT CLOSING. The closing of the issuance of the Note to
the Purchaser (the "Closing") shall take place simultaneously with and upon the
satisfaction of the following conditions: 


 


(1) the
Company’s execution and delivery to the Purchaser of the following: (a) an executed copy of this Agreement; (b) an
executed copy of the Note; (c) a signed copy of the Irrevocable Instructions to the
Transfer Agent; and (d) the signed Action of the Board of Directors. 


(2)
the Purchaser’s execution of a wire transfer to the Company no later than 2 business days
following the Closing as follows: the sum of $50,000 in cash shall be remitted and delivered to the Company and $5,000
in cash shall be retained by the Purchaser through an original issue discount for due
diligence and legal bills related to this transaction. 


(3)
the Purchaser reserves the right to pay additional consideration at any time and in any
amount it desires, up to the total face value of the Note, at its sole discretion. 


 


Section
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 


The
Company hereby represents and warrants to the Purchaser as follows: 


 


3.1.
ORGANIZATION. The Company is duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to conduct its business as a foreign
corporation in each jurisdiction where the failure to be so qualified would have a material adverse
effect on the Company. 


 


3.2. AUTHORIZATION
OF AGREEMENT, ETC. The execution, delivery and performance by the Company of this
Agreement, the Note, and each other document or instrument contemplated hereby or thereby (collectively, the
"Financing Documents") have been duly authorized by all requisite
corporate action by the Company and delivered by the Company. Each of the
Financing Documents, when executed and delivered by the Company, constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting
creditors' rights and remedies generally, and subject as to enforceability to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity). 


 


Section
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. 


The
Purchaser hereby represents and warrants to the Company as follows: 


 


4.1.
AUTHORIZATION OF THE DOCUMENTS. Purchaser has all requisite power and authority
(corporate or otherwise) to execute, deliver and perform the Financing Documents to which it is a party and the
transactions contemplated thereby, and the execution, delivery and performance by such
Purchaser of the Financing Documents to which it is a party have been duly authorized by all requisite action by such
Purchaser and each such Financing Document, when 


 




    	 



    	 



    

executed and delivered
by the Purchaser, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity). 


 


4.1.
INVESTMENT REPRESENTATIONS. The Purchaser warrants and represents that:


 






	(a)		the Purchaser is an accredited investor (as that term is defined in Rule 501(a)(1)
of Regulation D of the 1933 Act;



	(b)		the Purchaser is sophisticated and experienced in acquiring the securities of small
public companies;



	(c)		the Purchaser has reviewed the Company’s
Annual and Quarterly Reports together with the audited financial statements contained
therein;






	(d)		the Purchaser has had sufficient opportunity to review and evaluate the risks and
uncertainties associated with the purchase of the Company’s securities;






	(e)		the Purchaser is acquiring the Note from the
Company for investment purposes only and not with a view to a distribution.



4.3.
RESTRICTED SECURITY. Purchaser understands and acknowledges that the Note has not been, and when issued will not be,
registered with the Securities and Exchange Commission. Purchaser warrants and
represents that it has fully reviewed the restricted securities legend and the
terms thereof with its financial, legal, investment, and business advisors and that it has not relied upon the Company
or any other person for any advice in connection with the purchase of the Note, this
Agreement, or both of them. 


 


4.4.LEGAL
COUNSEL. Purchaser has consulted with its own independent legal, tax, investment, and other advisors of its own choosing prior
to entering into this Agreement. 


4.5.
ABSENCE OF REGISTRATION RIGHTS. Purchaser understands and agrees that it
is not acquiring and has not been granted any registration rights with respect to the Note. The Note
is a restricted security and the Purchaser understands that there is no trading market for the Note
and no such market will likely ever develop. 


 


Section
5. BROKERS AND FINDERS.


The Company
shall not be obligated, unless previously detailed in Section 2.1(2), to pay any commission, brokerage fee or finder's fee based
on any alleged agreement or understanding between the Purchaser and a third person in respect
of the transactions contemplated hereby. The Purchaser hereby agrees to indemnify the
Company against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this
Agreement or the 




    	 



    	 



    

transactions contemplated hereby based on
any alleged agreement or understanding between the Purchaser and such third person, whether
express or implied from the actions of the Purchaser. 


 


Section
6. SUCCESSORS AND ASSIGNS. 


This
Agreement shall bind and inure to the benefit of the Company, the Purchaser and their respective
successors and assigns. 


 


Section
7. ENTIRE AGREEMENT.


This
Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain
the entire understanding of the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings among the parties with respect thereto. 


 


Section
8. NOTICES.


All
notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be personally
served, sent via facsimile or e-mail, or sent in writing via an internationally recognized overnight courier or by registered or
certified mail, return receipt requested and postage prepaid to the address of each party
listed on the first page of this Agreement or to such other address as the party to
whom notice is to be given may have furnished to the other parties to this Agreement
in writing in accordance with the provisions of this Section 8. Any such notice or
communication shall be deemed to have been received (i) in the case of personal delivery, on
the date of such delivery, (ii) in the case of facsimile or e-mail, immediately (iii) in the case of an internationally-recognized
overnight courier, on the next business day after the date when sent and (iv) in the
case of mailing, on the third business day following that on which the piece of mail containing
such communication is posted. 


 


Section
9. AMENDMENTS.


This
Agreement may not be modified or amended, or any of the provisions of this Agreement waived,
except by written agreement of the Company and the Purchaser. 


 


Section
10. ATTORNEYS’ FEES. 


In
the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement,
the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably
incurred attorneys' fees and other costs and expenses by the other parties to the
dispute. 


Section
11. GOVERNING LAW AND ARBITRATION. 


 


	(A)		All questions concerning the construction, interpretation
and validity of this Agreement shall be governed by and construed and enforced in accordance
with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether
in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of California. In furtherance of the foregoing, the internal law of





    	 



    	 



    

the State of California will control the
interpretation and construction of this Agreement, even if under such jurisdiction's choice
of law or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily or necessarily apply. 


 


Section
12. CAPTIONS AND EXHIBIT A. 


The captions
by which the sections and subsections of this Agreement are identified are for convenience
only, and shall have no effect whatsoever upon its interpretation. Exhibit A is attached hereto and each of the attachments
listed in Exhibit A are each with Exhibit A incorporated by reference herein. 


Section
13. SEVERANCE. 


 


If any provision
of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such
provision shall be deemed to be severed and deleted; and neither such provision, nor
its severance and deletion, shall affect the validity of the remaining provisions. 


 


Section
14. COUNTERPARTS. 


 


This
Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to
be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures
to this Agreement shall be acceptable and binding. 


 


 


 


 


 


 


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IN WITNESS WHEREOF, each of the undersigned
has duly executed this Note Purchase Agreement as of the date first written above. 


 


 


FOR THE COMPANY:


 


Start Scientific, Inc.


 


 


By: 
/s/ Norris R. Harris


 


Name: Norris
R. Harris 


 


Its:
Chief Executive Officer


FOR THE PURCHASER: Iconic
Holdings, LLC


 


 


By: /s/
Michael Sobeck


Name:
Michael Sobeck


 


Its:
Managing Member 


[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]


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EXHIBIT
A


(Copy
of Convertible Promissory Note, Board Resolution, and Irrevocable Instructions to Stock
Transfer Agent, are each attached hereto.)


 


 


1.Copy
of Convertible Promissory Note


2.Copy
of the Board Resolution of the Borrower


 


3.Copy
of Irrevocable Instructions to Stock Transfer Agent


 


 


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