Unassociated Document


    

      Exhibit
        10.1

       

      MASTER
        AGREEMENT

       

      This
        Master Agreement dated as of July 25, 2008, is by and between Ironclad
        Performance Wear Corporation, a California corporation (the "Manager"), and
        EPK
        Financial Corporation, a Texas corporation ("EPK").

       

      PRELIMINARY
        MATTERS

       

      A. The
        Manager may, from time to time, identify trading opportunities involving
        the
        purchase and resale of goods.

       

      B. The
        Parties wish to set forth their agreement regarding the terms upon which
        EPK may
        agree to purchase and resell such goods and the provision of management services
        by, and compensation of, the Manager in connection therewith.

       

      AGREEMENT

       

      In
        consideration of the premises, and of the representations, warranties,
        covenants, agreements, and conditions contained herein, and for other valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Manager and EPK hereby agree as follows:

       

      ARTICLE
        I

      INTERPRETATION

       

      1.1 Certain
        Definitions.
        As used
        in this Agreement, the following terms have the meanings specified:

       

      "Affiliate"
        when
        used with respect to a Person, means any other Person whom directly or
        indirectly through one or more intermediaries controls, or is controlled
        by, or
        is under common control with, such Person. The term "control" (including
        the
        correlative term "controlled") means the possession, directly or indirectly,
        of
        the power to direct or cause the direction of the management and policies
        of a
        Person, whether through the ownership of voting stock, by contract or
        otherwise.

       

      "Agreement"
        has the
        meaning specified in Section 1.4.

       

      "Business
        Day"
        means
        any day which is not a Saturday, a Sunday or a day on which national banks
        in
        the State of Texas are authorized or required by law to be closed.

       

      "Confirmation"
        means a
        confirmation in the form of Exhibit A or such other form of written instrument
        as to which the Parties may agree.

       

      "Credit
        Enhancement,"
        with
        respect to a Transaction and if applicable, means the letter of credit,
        guaranty, bond or other form of credit support with respect to the obligations
        of the Purchaser under such Transaction, provided by the Credit Enhancer
        for
        such Transaction.

       


      
        
          
          

        

        
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      "Credit
        Enhancer,"
        with
        respect to a Transaction, means the Person, if any, identified as such in
        the
        Confirmation with respect to such Transaction.

       

      "EPK"
        has the
        meaning specified in the preamble to this Agreement.

       

      "EPK
        Minimum Proceeds,"
        with
        respect to a Transaction, has the meaning specified in the Confirmation for
        such
        Transaction.

       

      "EPK
        Purchase Price,"
        with
        respect to a Transaction, means the aggregate purchase price payable and/or
        paid
        to the Vendor for the Goods under such Transaction as set forth in the Vendor
        Pro Forma Invoice for such Transaction and the Confirmation with respect
        to such
        Transaction.

       

      "Event
        of Default"
        has the
        meaning specified in Section 4.1.

       

      "FCPA"
        means
        the U.S. Foreign Corrupt Practices Act, 15 U.S.C. 78a, et seq., as amended,
        supplemented and replaced from time to time.

       

      "Governmental
        Authority"
        means
        any government or any political subdivision or agency, department or
        instrumentality thereof, including, without limitation any court or
        administrative body.

       

      "Goods,"
        with
        respect to a Transaction, means the goods identified as such in the Confirmation
        with respect to such Transaction.

       

      "Guarantor"
        means
Ironclad
        Performance Wear Corporation, a Nevada corporation, Eduard Jaeger, Thomas
        E
        Kreig, Jr. and Rhonda L. Hoffarth.
        The
        Guarantor constitutes a Credit Enhancer with respect to all Transactions
        hereunder.

       

      "Guaranty"
        means
        the guaranty of the Guarantor, in form acceptable to EPK, delivered pursuant
        to
        Section 5.15. The Guaranty shall constitute Credit Enhancement with respect
        to
        all Transactions hereunder.

       

      "Manager's
        Compensation,"
        with
        respect to a Transaction and subject to Section 2.5, the compensation of
        the
        Manager for performing his obligations in respect of such Transaction under
        the
        Agreement, as specified in the Confirmation with respect to such
        Transaction.

       

      "Party"
        means
        EPK or the Manager.

       

      "Person"
        means
        collectively, any individual, partnership, corporation, limited liability
        company, business trust, joint stock company, trust, unincorporated
        organization, joint venture, firm or other entity, or Governmental
        Authority.

       


      
        
          
          

        

        
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      "Purchase
        Order,"
        with
        respect to a Transaction, means the agreement referring to purchase orders
        from
        the Purchaser for the Goods with respect to such Transaction, including any
        and
        all additions, substitutions, replacements, and/or changes thereto.

       

      "Purchaser,"
        with
        respect to a Transaction, means the Person identified as such in the
        Confirmation with respect to such Transaction, including any and all additions,
        substitutions, replacements, and/or changes thereto.

       

      "Purchaser
        Purchase Price,"
        with
        respect to a Transaction, means the aggregate purchase price payable by the
        Purchaser for the Goods under such transaction as set forth in the Purchase
        Order for such Transaction and the Confirmation with respect to such
        Transaction, including any and all additions, substitutions, replacements,
        and/or changes thereto.

       

      "Solvent,"
        as to
        any Person, such Person (a) owns property whose fair salable value is greater
        than the amount required to pay all of such Person's indebtedness (including
        contingent debts), (b) is able to pay all of the indebtedness as such
        indebtedness matures and (c) has capital sufficient to carry on its business
        and
        transactions and all business and transactions in which it is about to
        engage.

       

      "Taxes"
        means
        all taxes, tariffs, duties, stamp taxes or fees of any description due any
        Governmental Authority arising out of or in connection with any Transaction,
        excepting only United States federal income taxation of EPK and any State
        of
        Texas tax based on the net income of EPK.

       

      "Transaction"
        means a
        particular transaction governed by the terms of this Agreement, including
        the
        terms set forth in the Confirmation with respect to such
        transaction.

       

      "Vendor,"
        with
        respect to a Transaction, means the Person identified as such in the
        Confirmation with respect to such Transaction, including any and all additions,
        substitutions, replacements, and/or changes thereto.

       

      "Vendor
        Pro Forma Invoice"
        with
        respect to a Transaction, means the contract from the Vendor for the Goods
        with
        respect to such Transaction, including any and all additions, substitutions,
        replacements, and/or changes thereto.

       

      1.2 Other
        Definitional Provisions.

       

      a. Unless
        otherwise specified therein, all terms defined in this Agreement have the
        above-defined meanings when used in any Confirmation, certificate, amendment,
        report or other document made or delivered pursuant hereto.

       

      b. Each
        term
        defined in the singular form in Section
        1.1
        shall
        mean the plural thereof when the plural form of such term is used in this
        Agreement or any Confirmation, certificate, amendment, report or other document
        made or delivered pursuant hereto, and each term defined in the plural form
        in
        Section 1.1
        shall
        mean the singular thereof when the singular form of such term is used herein
        or
        therein.

       


      
        
          
          

        

        
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      c. The
        words
        "hereof," "herein," "hereunder" and similar terms when used in this Agreement
        shall refer to this Agreement as a whole and not to any particular provision
        of
        this Agreement, and section, schedule and exhibit references herein are
        references to sections, schedules and exhibits to this Agreement unless
        otherwise specified.

       

      d. The
        word
        "including" when used herein shall mean "including without limitation.
        "

       

      e. Unless
        otherwise specified herein, all times set forth herein are Dallas, Texas
        time.

       

      1.3 Inconsistency.
        In the
        event of any inconsistency between the provisions of any Confirmation and
        this
        Agreement, such Confirmation will prevail for the purpose of (but only for
        the
        purpose of) the relevant Transaction.

       

      1.4 Single
        Agreement.
        All
        Transactions are entered into in reliance on the fact that this Master Agreement
        and all Confirmations form a single agreement between the Parties (collectively
        referred to as this "Agreement"), and the parties would not otherwise enter
        into
        any Transactions.

       

      ARTICLE
        II

      TRANSACTIONS

       

      2.1 Offer.
        The
        Manager may, from time to time propose a Transaction by submitting to EPK
        a
        proposed Confirmation setting forth for such Transaction the Goods, the EPK
        Minimum Proceeds, the Manager's Compensation, the EPK Purchase Price, the
        Vendor, the Purchaser Purchase Price, the Purchaser, information sufficient
        to
        enable to EPK to determine the relative credit worthiness of the Purchaser,
        the
        Purchaser's terms and method of payment in the transaction, and, if applicable,
        the Credit Enhancer, and attaching copies of the Vendor Pro Forma Invoice,
        the
        Purchase Order and, if applicable, the Credit Enhancement (other than the
        Guaranty) with respect to the proposed Transaction, and any other items which
        EPK may request from time to time to properly review the
        Transaction.

       

      2.2 Acceptance.
        EPK
        shall have no obligation to enter into any proposed Transaction. In the event
        that EPK and the Manager agree upon a proposed Transaction, such agreement
        shall
        be evidenced by the execution and delivery (which may be by telecopy) of
        a
        Confirmation setting forth the terms of such Transaction. The Confirmation
        with
        respect to a Transaction shall become effective upon all of the following
        having
        occurred (i) execution and delivery thereof by both of the Parties; (ii)
        assignment (or other means of transfer) to EPK acceptable to EPK of any Credit
        Enhancement with respect to the Transaction; (iii) if requested by EPK, deliver
        to EPK a letter from each and every creditor of Manager that now or hereafter
        holds a security interest in or lien on any and all of Manager's Inventory
        and
        Accounts and all personal property whereunder each of them shall have consented
        to the Transactions contemplated by this Agreement and shall have acknowledged
        EPK's sole and exclusive ownership in the Goods and all proceeds thereof;
        and
        (iv) if requested by EPK, the establishment of a lock box account over which
        EPK
        shall have sole access, dominion and control at a state or national bank
        acceptable to EPK (the “Lock Box") at the sole cost and expense of
        Manager.

       


      
        
          
          

        

        
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      2.3 Services
        of the Manager.
        Unless
        otherwise specified in the Confirmation relevant to a Transaction, the Manager
        and/or it agents and representatives shall: (a) cause the Goods to be shipped
        to
        the Purchaser in accordance with the Purchase Order relevant to such Transaction
        and bear all costs, including any shipping costs and messenger expenses and
        legal costs, incidental to such Transaction; (b) indemnify and hold EPK and
        its
        assigns harmless from and against any loss caused by the failure of (i) the
        Vendor or any shipper to timely deliver Goods which conform to the requirements
        of the Vendor Pro Forma Invoice, the Purchase Order and applicable law, or
        (ii)
        the Manager to truthfully represent the Purchaser's credit information or
        the
        terms and method of payments in the transaction as contemplated in Section
        3.1;
        (c) indemnify and hold EPK and its assigns harmless from and against any
        claim
        of or liability to any Person arising out of the Transaction, including without
        limitation any claim of or liability to the Purchaser or any other Person
        in
        respect of the Goods; (d) pay, and indemnify and hold EPK and its assigns
        harmless from and against, any Taxes due in connection with such Transaction;
        (e) be responsible for performing all administrative and ministerial tasks
        relating to the collection of such invoices to the Purchaser; provided, however,
        that the foregoing shall in no way limit EPK's right at any time and from
        time
        to time to collect amounts owing under such invoices directly; and provided,
        further, that the foregoing shall not constitute a guaranty by Manager of
        the
        payment or collection of such invoices; (f) to pay for and do all things
        necessary to maintain all warranty, service and/or other post delivery
        obligations with Purchaser; and (g) not perform any action which could result
        in
        reduced or non-payment by Purchaser.

       

      2.4 Maximum
        EPK
        Purchase Price.
        Unless
        otherwise specified in the Confirmation relevant to a Transaction, the maximum
        EPK Purchase Price shall be $1,000,000.00.

       

      2.5 Compensation
        of
        the Manager.
        The
        compensation of the Manager in respect of its services in connection with
        a
        particular Transaction shall be the Manager's Compensation set forth in the
        Confirmation with respect to such Transaction; provided, that unless otherwise
        specified in the Confirmation with respect to such Transaction, the compensation
        of the Manager in respect of a particular Transaction shall be payable solely
        from the proceeds received by EPK from the Purchaser and, if applicable,
        the
        Credit Enhancer with respect to such Transaction and only to the extent that
        such proceeds exceed the EPK Minimum Proceeds for such Transaction. Prior
        to the
        payment of Manager’s Compensation, EPK has the right, in its sole discretion, to
        require the Manager to execute a general release duly notarized in form
        acceptable to EPK. In the event EPK receives communication of any kind as
        to any
        conflicting claims or legal proceedings made by any Party in connection with
        a
        particular Transaction including, but not limited to, the Manager, Vendor
        and/or
        Purchaser, EPK maintains the right, and is authorized by the Manager, and
        at
        Manager’s sole risk to (1) retain an amount acceptable to EPK in trust to
        reserve against such claims and legal proceedings, (2) file suit in interpleader
        or for declaratory relief and deposit such funds into court and/or (3) deposit
        same with an attorney acceptable to EPK in trust for EPK, Manager and/or
        such
        claimants.

       


      
        
          
          

        

        
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      2.6 Further
        Assurances.
        The
        Manager hereby agrees that at any time and from time to time after the execution
        of this Agreement, Manager shall, upon request of EPK, execute and deliver
        such
        further acts and things as EPK may request in order to fully effect the purposes
        of this Agreement and to protect EPK's interests in the Goods and/or Credit
        Enhancements, including, but not limited to, furnishing any and all documents
        necessary to enable EPK or its insurer to defend itself in any litigation
        arising in connection herewith. Manager shall give EPK written notice of
        any
        action known by Manager to have been taken by a third party which may jeopardize
        EPK's rights in the Goods and/or Credit Enhancement promptly after Manager
        becomes aware of the same. Manager hereby agrees to reimburse EPK for all
        out-of-pocket costs and expenses (including but not limited to reasonable
        attorneys fees) incurred by EPK in connection with (i) any litigation, contest,
        dispute, suit, proceeding or action (whether instituted by EPK, the Vendor,
        the
        Purchaser, Manager or any other person) in any way relating to the Goods,
        the
        transactions or this Agreement, (ii) any attempt to enforce any of EPK's
        rights
        in the Goods or Credit Enhancements in the transactions or under this Agreement
        against Manager, the Vendor, the Purchaser or any other person, and/or (iii)
        any
        attempt to verify, protect, sell, liquidate or otherwise dispose of the Goods
        and/or Credit Enhancements. With respect to a Transaction, the Manager agrees
        not to accept or arrange for Goods to be returned by the Purchaser without
        the
        express written authorization of EPK. In the event Goods are returned by
        the
        Purchaser with respect to a Transaction, and agreed to in writing by EPK,
        all
        Goods shall be sent to third party warehouse acceptable to EPK. All costs
        associated with such returned Goods, including but not limited to freight,
        storage and insurance shall be for the account of the Manager.

       

      2.7 Title.
        All
        Goods shall at all times be and remain the sole and exclusive property of
        EPK
        and titled in the name of EPK or such tradestyle as may be acceptable to
        EPK.

       

      2.8 Insurance
        on Goods.
        Manager
        shall obtain insurance on behalf of EPK which insures the Goods against all
        risks or physical loss or damage with warehouse to warehouse coverage. All
        such
        policies of insurance shall name EPK as the additional insured party and
        as
        first loss-payee thereunder. EPK shall have the right to file all insurance
        claims in EPK’s or Manager’s name, as well as the right to acquire insurance, at
        the sole cost of Manager, if Manager’s insurance is terminated or deemed
        insufficient by EPK.

       

      2.9 Security
        Agreement.
        If this
        Agreement and any Confirmation hereunder are deemed to be a Security Agreement,
        Manager grants EPK a security interest in Goods, Purchase Orders, accounts,
        proceeds and any other personal property.

       

      2.10 Collection
        of Purchaser Purchase Price.
        All
        invoices shall instruct the Purchaser to remit their payments directly to
        a Lock
        Box or as instructed by the Form of Confirmation. Without limiting the
        foregoing, in the event that Manager shall receive any remittances from any
        Purchaser from time-to-time on account of Transactions, such remittances
        shall
        be and remain EPK's property and Manager shall hold such remittances as trustee
        of an express trust for EPK's benefit and immediately deliver over to EPK
        for
        deposit or cause to be deposited the same in the Lock Box or to EPK or to
        such
        other account designated by EPK. Manager acknowledges that such remittances
        are
        the sole and exclusive property of EPK. All payments of the Purchaser's Purchase
        Price which are made through presentment of a letter of credit shall instruct
        the collecting or paying bank of said letter of credit to make payment by
        wire
        transfer of immediately available funds to the Lock Box, to EPK or to such
        other
        account designated by EPK. All funds deposited in said special account are
        the
        sole and exclusive property of EPK. EPK and its directors, officers and agents
        shall have the right to sign and endorse on behalf of Manager all checks,
        drafts
        and other forms of payment received by EPK in connection with the payment
        of any
        account. Manager appoints EPK or any other person EPK may from time to time
        designate, as Manager’s attorney-in-fact with power to:

       


      
        
          
          

        

        
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                (a)

              	
                endorse
                  Manager’s name on any checks, drafts or other forms of payment or security
                  that may come into possession;

              


      

       

      
        	 	
                (b)

              	
                sign
                  Manager’s name on notices of assignment, verifications of accounts,
                  verifications of Purchase Orders and notices to current and/or
                  potential
                  future Purchasers;

              


      

       

      
        	 	
                (c)

              	
                receive,
                  open and dispose of all mail addressed to Manager and received
                  by
                  EPK;

              


      

       

      
        	 	
                (d)

              	
                send
                  notices of assignment, requests for verification of Purchase Orders
                  or
                  requests for verification of accounts to current and/or potential
                  future
                  Purchasers;

              


      

       

      
        	 	
                (e)

              	
                to
                  sign Manager’s name and file any federal and state Financing Statement(s)
                  / recordations / registrations / continuation statements / assignments
                  /
                  subordinations / terminations, etc. and/or amendments (UCC-1, UCC-2,
                  UCC-3, etc.);

              


      

       

      
        	 	
                (f)

              	
                to
                  use the name of Manager and, in EPK’s sole discretion, to litigate, file
                  in court and/or serve documents in respect to, and, for an amount
                  less
                  than face value or cost; etc. in prosecuting and/or defending any
                  action/claim brought by/against/involving Manager / EPK / Purchaser
                  and/or
                  any third parties;

              


      

       

      
        	 	
                (g)

              	
                to
                  settle, compromise, surrender Goods and/or security or modify any
                  such
                  Purchase Order and otherwise deal with Purchaser, those with whom
                  Manager
                  and/or Purchaser has contracted, for the account and risk of Manager,
                  notwithstanding any effect on any Purchase Order;
                  and

              


      

       

      
        	 	
                (h)

              	
                do
                  all things necessary to carry out the terms of this
                  Agreement.

              


      

       

      2.11 Access
        to Information and Control Over Goods.
        Manager
        shall provide EPK with any and all information which EPK may reasonably request
        concerning the Goods, the Purchaser, the Vendors, Manager, and/or any other
        parties involved with the Goods, including, but not limited to, the inspection
        of the books and records of Manager by EPK and its representatives. Manager
        shall provide EPK with immediate access to any and all Goods in Manager's
        possession, actual or constructive, upon request by EPK. In the event that
        EPK
        determines in good faith that it is necessary for EPK to assert or enforce
        its
        rights as owner of the Goods in order to adequately protect its interests,
        EPK
        shall be permitted to take, and Manager shall assist EPK in taking any and
        all
        action as EPK deems necessary, including, but not limited to, (i) notifying
        freight forwarders, the Purchasers, the Vendors and other third parties of
        EPK's
        interest in the Goods, and (ii) taking immediate and complete physical control
        over the Goods and the proceeds and products thereof.

       


      
        
          
          

        

        
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      2.12 NO
        WARRANTIES ON GOODS.
        ALL GOODS COVERED BY THE AGREEMENT ARE RESOLD BY EPK "AS IS" AND "WITH ALL
        FAULTS," AND MANAGER ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR
        FITNESS FOR ANY PARTICULAR PURPOSE ARE TO BE IMPLIED IN THE AGREEMENT. EPK
        GIVES
        NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE DESCRIPTION, QUALITY,
        MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY
        OTHER MATTER OF ANY OF THE GOODS. EPK SHALL BE IN NO WAY RESPONSIBLE FOR
        THE
        PROPER USE OR SERVICE OF THE GOODS.

       

      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES

       

      3.1 The
        Manager.
        The
        Manager hereby represents and warrants, and the delivery by the Manager of
        each
        Confirmation shall constitute the further representation and warranty of
        the
        Manager, that:

       

      (a) The
        Manager is a corporation duly organized and validly existing and in good
        standing under the laws of California.

       

      (b) the
        Manager has all requisite authority to enter into this Agreement and to perform
        all the obligations required to be performed by it hereunder;

       

      (c) neither
        the execution and delivery by the Manager of this Agreement, nor the
        consummation of any of the Transactions herein contemplated, nor compliance
        with
        the terms and provisions hereof, will (i) materially contravene or conflict
        with
        the articles of incorporation or bylaws of the Manager, any requirement of
        law
        to which the Manager is subject, or any indenture, mortgage, deed of trust,
        or
        other agreement or instrument to which the Manager is a party or by which
        the
        Manager may be bound, or to which the property of the Manager may be subject,
        or
        (ii) result in the creation or imposition of any lien on the property of
        the
        Manager by any party other than EPK;

       

      (d) this
        Agreement is the legal, valid and binding obligation of the Manager, enforceable
        against the Manager in accordance with its terms;

       

      (e) there
        is
        no material fact relevant to the transactions contemplated by this Agreement
        (and in the case of each Confirmation, there is no material fact relevant
        to the
        Transaction set forth in such Confirmation) known to the Manager that the
        Manager has not disclosed to EPK including pending or current offsets, charge
        backs or allowances of any kind by the Purchaser;

       

      (f) the
        Manager is not (and in the case of each Confirmation, to the knowledge of
        the
        Manager after due inquiry, neither the Purchaser nor the Vendor thereunder
        is)
        in default under any loan agreement, mortgage, security agreement or other
        material agreement or obligation to which it is a party or by which any of
        its
        property is bound;

       


      
        
          
          

        

        
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      (g) there
        are
        no material actions, suits or legal, equitable, arbitration or administrative
        proceedings pending, or to the knowledge of the Manager threatened, against
        the
        Manager (and in the case of each Confirmation, to the knowledge of the Manager
        after due inquiry, there are no material actions, suits or legal, equitable,
        arbitration or administrative proceedings pending, or threatened, against
        the
        Purchaser or the Vendor thereunder);

       

      (h) all
        tax
        returns required to be filed by the Manager in any jurisdiction have been
        filed
        and all taxes, assessments, fees and other governmental charges upon the
        Manager
        or upon any of its properties, income or franchises have been paid prior
        to the
        time that such taxes could give rise to a lien thereon;

       

      (i) neither
        the execution and delivery of this Agreement nor the consummation of any
        of the
        transactions contemplated hereby requires the consent or approval of, the
        giving
        of notice to, or the registration, recording or filing by the Manager or
        any
        other Person of any document with, or the taking of any other action in respect
        of, any Governmental Authority which has jurisdiction over the Manager (or,
        in
        the case of each Confirmation, the Purchaser or the Vendor thereunder) or
        any of
        its property;

       

      (j) the
        Manager has delivered to EPK a list of creditors of the Manager, an Income
        Statement and Balance Sheet for the period ending December 31, 2006, December
        31, 2007 and March 31, 2008; and Corporate Tax Returns for the period ending
        December 31, 2005 and December 31, 2006; such lists, Income Statement and
        tax
        returns are accurate in all material respects;

       

      (k) the
        Manager (and, in the case of each Confirmation, to the best knowledge of
        the
        Manager, the Purchaser and the Vendor thereunder) is Solvent;

       

      (l) none
        of
        the Purchaser, the Vendor or the Credit Enhancer with respect to any Transaction
        is an Affiliate of the Manager;

       

      (m) all
        information furnished by the Manager in each Confirmation is true, correct,
        and
        complete; and

       

      (n) the
        Manager has paid and will continue to pay and maintain in current standing
        all
        taxes, insurances, licenses, etc. required for conduct of its business or
        profession.

       

      (o) The
        Manager shall perform all actions for the benefit of EPK and authorized by
        EPK
        in a good workmanlike manner and as a reasonably prudent person
        would.

       

      All
        representations and warranties by the Manager herein shall survive until
        all
        obligations of the Manager under this Agreement have been irrevocably paid
        in
        full, and any investigation at any time made by or on behalf of EPK shall
        not
        diminish the right of EPK to rely thereon.

       


      
        
          
          

        

        
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      ARTICLE
        IV

      DEFAULT;
        REMEDIES

       

      4.1 Event
        of Default. 
        An Event of Default shall exist if any one or more of the following
        occurs:

       

      (a) The
        Manager fails to make any payment due hereunder on the date that such payment
        is
        due;

       

      (b) the
        Manager fails to observe or perform any other term, covenant or agreement
        set
        forth in this Agreement on its part to be performed or observed and such
        failure
        continues unremedied for five (5) Business Days past the date when such
        observance or performance is due;

       

      (c) any
        material statement, warranty or representation by or on behalf of the Manager
        contained in this Agreement, (including any Confirmation or other writing
        furnished in connection with this Agreement) proves to have been incorrect
        or
        misleading in any material respect when made or deemed made;

       

      (d) any
        provision of this Agreement shall for any reason cease to be in full force
        and
        effect, or be declared null and void or unenforceable in whole or in part,
        or
        the validity or enforceability of any such document shall be challenged or
        denied; or

       

      (e) the
        Manager enters into any arrangement that provides for a security interest
        in any
        of its assets without the express written consent or agreement of EPK. This
        does
        not apply to previously reported security interests that are addressed by
        a
        subordination or intercreditor agreement.

       

      (f) the
        commencement by the Manager or any Credit Enhancer as debtor of any case
        or
        proceeding under any bankruptcy, insolvency, reorganization, liquidation,
        dissolution or similar law, or the seeking by the Manager or any Credit Enhancer
        of the appointment of a receiver, trustee, custodian or similar official
        for
        such Person or any substantial part of its property, (ii) the commencement
        of
        any such case or proceeding against the Manager, (iii) the making by the
        Manager
        or any Credit Enhancer of a general assignment for the benefit of its creditors,
        or (iv) the admission by the Manager or any Credit Enhancer that it is unable
        to
        pay its debts as they become due.

       

      4.2 Remedies.
        Upon
        the occurrence of an Event of Default, all obligations of EPK hereunder shall
        be
        suspended and EPK may exercise all rights and remedies granted in this
        Agreement, in any Credit Enhancement and/or under applicable law, and may
        offset
        all Manager's compensation then due against any sums due EPK.

       


      
        
          
          

        

        
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      ARTICLE
        V

      MISCELLANEOUS

       

      5.1 Term.
        This
        Agreement may be terminated by EPK immediately upon written notice to the
        Manager or by the Manager upon 30 days after Manager delivers written notice
        to
        EPK and shall terminate without notice by either Party on July
        31, 2010;
        provided, that notwithstanding the termination of this Agreement, this Agreement
        shall continue in full force and effect with respect to any Transactions
        with
        respect to which Manager has not fully performed its obligations hereunder
        until
        such time as such performance is completed.

       

      5.2 Entire
        Agreement; Amendments. etc.
        This
        Agreement constitutes the entire agreement and understanding of the Manager
        with
        respect to its subject matter and supersedes all oral communications and
        prior
        writings with respect thereto. No amendment or waiver of any provision of
        this
        Agreement nor any consent to any departure by either Party herefrom shall
        in any
        event be effective unless the same shall be in writing and signed by the
        Party
        against whom enforcement of such amendment, waiver or consent is sought,
        and
        then such waiver or consent shall be effective only in the specific instance
        and
        for the specific purpose for which given.

       

      5.3 No
        Waiver, Remedies.
        No
        failure on the part of EPK to exercise, and no delay on the part of EPK in
        exercising, any right hereunder shall operate as a waiver of such right;
        nor
        shall any single or partial exercise of any right by EPK preclude any further
        or
        subsequent exercise of the same or any other right. The remedies herein provided
        are cumulative and not exclusive of any remedies provided by law.

       

      5.4 Notices,
        etc.
        Any
        notice or other communication in respect of this Agreement may be given in
        any
        form set forth below to the address or number or in accordance with the
        electronic messaging system details provided on Schedule I and will be deemed
        effective as indicated:

       

      (i) If
        in
        writing and delivered in person or by courier, on the date it is
        sent;

       

      (ii) if
        sent
        by facsimile transmission, on the date that transmission is sent in legible
        form
        (it being agreed that the burden of proving it was sent will be on the sender
        and will be met by a transmission report generated by the sender's facsimile
        machine); or

       

      (iii) if
        sent
        by regular, certified or registered mail or the equivalent (return receipt
        requested) on the date it is mailed.

       

      Either
        Party may by written notice to the other change the address or facsimile
        number
        or electronic messaging system details at which notices are to be given to
        it.

       

      5.5 Captions.
        The
        captions in this Agreement are for convenience of reference only and are
        not to
        be given any substantive meaning or significance whatever in construing the
        terms and provisions of this Agreement.

       


      
        
          
          

        

        
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      5.6 Transfer.
        Neither
        this Agreement nor any interest or obligation in or under this Agreement
        may be
        transferred (whether by way of security or otherwise) by the Manager without
        the
        prior written consent of EPK. EPK may, with written notice to the Manager,
        assign or transfer all or any part of its interests and obligations herein
        to
        any other Person, and such other Person shall thereupon become vested with
        all
        rights and obligations in respect thereof granted to and assumed by EPK herein
        or otherwise.

       

      5.7 GOVERNING
        LAW.
        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
        WITH THE LAWS OF TEXAS.

       

      5.8 GOVERNING
        LAW; CONSENT TO FORUM.
        THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE
        DEEMED TO HAVE BEEN MADE IN DALLAS COUNTY, TEXAS. AS PART OF THE CONSIDERATION
        FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE
        OR
        OTHER PRINCIPAL PLACE OF BUSINESS OF MANAGER OR EPK, MANAGER HEREBY CONSENTS
        AND
        AGREES THAT THE DISTRICT COURT OF DALLAS COUNTY, TEXAS, OR, AT EPK'S OPTION,
        THE
        UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS
        DIVISION, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
        OR
        DISPUTES BETWEEN MANAGER AND EPK PERTAINING TO THIS AGREEMENT OR TO ANY OTHER
        MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. MANAGER EXPRESSLY SUBMITS
        AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED
        IN
        ANY SUCH COURT, AND MANAGER HEREBY WAIVES ANY OBJECTION WHICH MANAGER MAY
        HAVE
        BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM
        NON CONVENIENS
        AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS
        IS
        DEEMED APPROPRIATE BY SUCH COURT. MANAGER HEREBY WAIVES PERSONAL SERVICE
        OF THE
        SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
        AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE
        BY
        REGISTERED OR CERTIFIED MAIL ADDRESSED TO MANAGER AT THE ADDRESS LAST KNOWN
        TO
        EPK AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
        MANAGER'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS,
        PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE
        TO
        AFFECT THE RIGHT OF EPK TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
        BY
        LAW, OR TO PRECLUDE THE ENFORCEMENT BY MANAGER OF ANY JUDGMENT OR ORDER OBTAINED
        IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE
        SAME
        IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

       


      
        
          
          

        

        
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      5.9 JURY
        TRIAL; DAMAGES.
        THE MANAGER HEREBY (a) IRREVOCABLY
        AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL
        BY
        JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR
        ANY
        COUNTERCLAIM THEREIN; (b) IRREVOCABLY WAIVES, TO THE EXTENT NOT PROHIBITED
        BY
        LAW, ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
        SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN,
        OR
        IN ADDITION TO, ACTUAL DAMAGES; (C) CERTIFIES THAT NO PARTY HERETO NOR ANY
        REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY
        OR
        OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
        SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (d) ACKNOWLEDGES THAT THEY ENTERED
        INTO THE AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, BASED UPON,
        AMONG
        OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
        SECTION.

       

      5.10 Attorneys'
        Fees. Manager
        shall pay all EPK's legal fees and expenses in connection to this Agreement
        and
        enforcement of this Agreement.

       

      5.11 No
        Rights Conferred Upon Third Parties. This
        Agreement is for the benefit of the Parties hereto and nothing contained
        herein
        shall be construed to give any third party any benefits or rights
        hereunder.

       

      5.12 Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be an original
        but all of which together shall constitute one and the same
        instrument.

       

      5.13 
        Nothing
        in this Master Agreement or related documents should be construed as interest.
        Notwithstanding any provision of this Master Agreement, Form of Confirmation
        or
        other document to the contrary, it is the intent of EPK and the Manager that
        EPK
        or any subsequent holder or assignee of this Master Agreement shall never
        be
        entitled to receive, collect, reserve or apply as interest, any amount in
        excess
        of the maximum rate of interest as permitted by applicable law, as amended
        or
        enacted, from time to time. In the event that EPK or any subsequent holder
        or
        assignee of this Master Agreement ever receives, collects, reserves or applies,
        as interest, any such excess, such amount which would be excessive interest
        shall be deemed a partial prepayment of principal and treated as such, or,
        if
        the principal indebtedness and all other amounts due are paid in full, any
        remaining excess interest shall be paid to the Manager. In determining whether
        fees paid or payable under the Master Agreement, under any specific contingency,
        constitute interest and exceeds the highest lawful rate, the Manager and
        EPK
        shall, to the maximum extent permitted under applicable law, (a) exclude
        voluntary prepayments and the effects thereof as it may relate to fees charges
        by EPK, and (b) amortize, prorate, allocate, and spread, in equal parts,
        the
        total amount of fees charged throughout the entire term of the Master Agreement.
        Upon refund of any excess interest as determined hereunder, EPK shall not
        be
        subjected to any damages or penalties under any laws for contracting for,
        charging, reserving or receiving interest in excess of the maximum lawful
        rate.
        EPK and the Manager specifically agree and stipulate that any fees charged
        under
        the Master Agreement, not specifically denominated as interest, are not
        compensation for the use or forbearance or detention of money. Manager
        specifically waive any damages, whether imposed by precedent or statute,
        for the
        contract, charge, reserve or receipt by EPK of interest in excess of that
        allowed by law except the refund of the excess interest and the Manager
        specifically acknowledge that EPK relies on such waiver in entering into
        the
        Master Agreement and that EPK has changed its position in reliance on such
        waiver.

       


      
        
          
          

        

        
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      5.14 COMPLIANCE
        WITH LAWS.
        MANAGER SHALL STRICTLY OBSERVE AND COMPLY WITH ALL FEDERAL, STATE AND LOCAL
        LAWS
        AND REGULATIONS WHICH GOVERN THE MANUFACTURE, SALE, HANDLING AND DISPOSAL
        OF ANY
        PRODUCTS HEREIN SPECIFIED. MANAGER ALSO AGREES TO COMPLY WITH THE PROVISIONS
        RELATING TO THE FCPA SET FORTH IN EXHIBIT B. IF MANAGER VIOLATES ANY OF SUCH
        LAWS OR REGULATIONS OR IS OFFICIALLY CHARGED WITH SUCH VIOLATIONS, EPK IN
        ITS
        SOLE DISCRETION MAY TREAT THIS CONDUCT AS A BREACH OF THIS WHOLE AGREEMENT
        AND
        IN ADDITION TO ANY OTHER REMEDIES, MAY IMMEDIATELY TERMINATE THIS
        AGREEMENT.

       

      5.15 Guaranty.
        The
        Manager shall cause the Guarantor to execute and deliver the Guaranty and
        take
        all actions reasonably requested by EPK to cause the Guarantor to perform
        its
        obligations under the Guaranty.

       

      5.16 UCC
        Filing.
        To
        secure performance and payment of Manager’s obligation hereunder, Manager grants
        EPK a security interest in all personal property.

       

      5.17 
        THE MANAGER AND EPK AGREE THAT THE TERMS HEREIN SHALL BE AND AT ALL TIMES
        WILL
        REMAIN CONFIDENTIAL AND, EXCEPT AS REQUIRED BY LAW, WILL NOT BE COMMUNICATED
        BY
        EITHER THE MANAGER OR EPK TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT
        OF THE OTHER.

       

      5.18 Notice
        of Proposed Refinancing.
        Manager
        hereby agrees that in the event (a) Manager receives a written proposal from
        any
        third party to provide financing similar to EPK (“Proposed Refinancing”), (b)
        the terms of the Proposed Refinancing are acceptable to Manager, and (c)
        Manager
        is considering accepting the Proposed Refinancing from the offeror (“Offeror”),
        Manager will immediately advise EPK in writing of the identity of the Offeror,
        the complete terms and conditions of the Proposed Refinancing, and provide
        EPK a
        full and complete copy of all written correspondence between Manager and
        Offeror
        describing the Proposed Refinancing. Manager agrees not to accept the Proposed
        Refinancing from the Offeror until at least 10 business days after delivery
        of
        the foregoing items to EPK.

       

      


       

      


       

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      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        set
        forth above.


      
        
          

            
              	 	
                      MANAGER:

                    
	 	 	 
	 	
                      IRONCLAD
                        PERFORMANCE WEAR CORPORATION

                    
	 	 	 
	 	 	 
	 	 	
                       

                    
	 	
                      By:

                    	
                      
                        /s/
                          Eduard Jaeger

                      

                    
	 	 	
                      Eduard
                        Jaeger

                    
	 	 	 
	 	
                      Title:

                    	
                       
                        

                    
	 	 	 
	 	
                      Date:

                    	
                       
                        

                    
	 	 	 
	 	 	 
	 	 	 
	 	
                      By:

                    	
                      
                        /s/
                          Rhonda L. Hoffarth

                      

                    
	 	 	
                      Rhonda
                        L. Hoffarth

                    
	 	 	 
	 	
                      Title:

                    	
                       
                        

                    
	 	 	 
	 	
                      Date:

                    	
                       
                        

                    
	 	 	 
	 	 	 
	 	
                      EPK:

                    	 
	 	 	 
	 	
                      EPK
                        FINANCIAL CORPORATION

                    
	 	 	 
	 	 	 
	 	
                      By:

                    	
                      /s/
                        Edward P. King

                    
	 	 	
                      Edward
                        P. King

                    
	 	
                      Title:
                        

                    	
                      President

                    
	 	 	 
	 	
                      Date:

                    	
                       
                        

                    


            

          

        

      


      


      
        
          
          

        

        
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      SCHEDULE
        I

      TO

      MASTER
        AGREEMENT

      EXECUTED
        AND DELIVERED AS OF
        JULY
        25, 2008
        BETWEEN

      IRONCLAD
        PERFORMANCE WEAR CORPORATION
        (the
        "Manager")

      AND

      EPK
        FINANCIAL CORPORATION ("EPK")

       

       

      ADDRESSES
        FOR NOTICES

      

        Address
          for notices to the Manager:

         

        
          	
                  Address:

                	
                  2201
                    Park Place, Suite 101, El Segundo, CA 90245

                
	
                  Attention:

                	
                  Rhonda
                    L. Hoffarth

                
	
                   

                	 
	
                  Facsimile:

                	
                  310-643-0300
                    Phone:310-643-3115

                


        

        


        Address
          for notices to the Beneficiary: 

         

        
          	
                  Address:

                	
                  5944
                    Luther Lane, Ste. 300 Dallas, TX 75225 

                
	
                  Attention:

                	
                  Edward
                    P. King

                
	
                   

                	
                   

                
	
                  Facsimile:

                	
                  214-368-5105
                    Phone: 214-368-5100

                


        

        


         

        
          
            
            

          

          
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