Exhibit 10.12


 





*000000000509348935007010232013*


 


BUSINESS LOAN AGREEMENT


 


	Principal	Loan Date 	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$500,000.00	10-23-2013  	10-28-2014	509348935	4200	 	1921	 


 


References in the boxes above are for Lender's
use only and do not limit

the applicability of this document to any particular loan or item.


Any item above containing "***'"
has been omitted due to text length limitations.


 


	Borrower:	EMPOWERED PRODUCTS, INC., 	Lender:·	Bank of Nevada
	 	A NEVADA CORPORATION	 	Southwest Regional Office
	 	3367 W. OQUENDO ROAD	 	3985 South Durango Drive
	 	LAS VEGAS, NV 89118	 	Las Vegas, NV  89147
	 	 	 	(702) 363-5140


 


THIS BUSINESS LOAN AGREEMENT dated October
23, 2013, is made and executed between EMPOWERED PRODUCTS, INC., A NEVADA CORPORATION ("Borrower") and Bank of Nevada
("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied
to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting,
renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM. This Agreement
shall be effective as of October 23, 2013, and shall continue in full force and effect until such time as all of Borrower's Loans
in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and
charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


ADVANCE AUTHORITY.
The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender
receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: SCOTT FRASER, President
of EMPOWERED PRODUCTS, I NC.,A NEVADA CORPORATION; and KURT WEBER, Secretary of EMPOWERED PRODUCTS, I NC., A NEVADA CORPORATION.


 


CONDITIONS PRECEDENT
TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject
to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan Documents. Borrower
shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security
interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence
of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and
substance satisfactory to Lender and Lender's counsel.


 


Borrower's Authorization.
Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the
execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment of Fees and Expenses. Borrower
shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or
any Related Document.


 


Representations and
Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and correct.


 


No Event of Default.
There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or
under any Related Document.
 
  




    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 2


 


REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of
the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization. Borrower
is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and
by virtue of the laws of the State of Nevada. Borrower is duly authorized to transact business in all other states in which Borrower
is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower
is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states
in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the
full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes
to engage. Borrower maintains an office at 3367 W. OQUENDO ROAD, LAS VEGAS, NV 89118. Unless Borrower has designated otherwise
in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the
Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in
Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to Borrower and Borrower's business activities.


 


Assumed Business
Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower.
Excluding the name of Borrower, the following is a complete list of all assumed business names Uf1der which Borrower does business:
None.


 


Authorization. Borrower's
execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary
action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's
articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any
law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties.


 


Financial Information.
Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of
the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date
of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.


 


Legal Effect. This
Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute
legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.


 


Properties. Except
as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title
to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not
used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous Substances.
Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's
ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral
by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by
any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of
the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or
from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local
laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents
to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral
with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes
only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous
waste and Hazardous


 


Substances. Borrower hereby (1) releases
and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other
costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities,
damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section
of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a
hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify
and defend, shall survive the payment of the Indebtedness and the termination; expiration or satisfaction of this Agreement and
shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 






    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 3


 



Litigation and Claims. No litigation,
claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending
or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties,
other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes. To the best of Borrower's knowledge,
all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and
other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in
the ordinary course of business and for which adequate reserves have been provided.


 


Lien Priority. Unless otherwise previously disclosed to Lender
in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security
Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would
be prior or that may in any way be superior to Lender's Security Interests and . rights in and to such Collateral.


 


Binding Effect. This Agreement, the Note,
all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors,
representatives and assigns, and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender
that, so long as this Agreement remains in effect, Borrower will:


 


Notices of Claims and Litigation. Promptly
inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened
litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial Records. Maintain its books and
records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records
at all reasonable times.


 


Financial Statements. Furnish Lender with
such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request.


 


Additional Information. Furnish such additional
information and statements, as Lender may request from time to time.


 


Insurance. Maintain fire and other risk
insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and
operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will
deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance
policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is
offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as
Lender may require.


 


Insurance Reports. Furnish to Lender, upon
request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including
without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties
insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining
those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually),
Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement
cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other Agreements. Comply with all terms
and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender
immediately in writing of any default in connection with any other such agreements.


 






    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 4


 



Loan Proceeds. Use all Loan proceeds solely
for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.


 


Taxes, Charges and Liens. Pay and discharge
when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies
and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties
would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or
profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim
so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have
established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim
in accordance with GAAP.


 


Performance. Perform and comply, in a timely
manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments
and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with
any agreement.


 


Operations. Maintain executive and management
personnel with substantially the same qualifications and experience as the present executive and management personnel; provide
written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and
prudent manner.


 


Environmental Studies. Promptly conduct
and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or
any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous
substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or
any facility owned, leased or used by Borrower.


 


Compliance with Governmental Requirements.
Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the
conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation,
the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and
so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to
post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.


 


Inspection. Permit employees or agents
of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to
examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records.
If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer
software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall
notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any
records it may request, all at Borrower's expense.


 


Compliance Certificates. Unless waived
in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other
officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true
and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default
exists under this Agreement.


 





Environmental Compliance and Reports. Borrower
shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or
unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower,
any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in
compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish
to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation,
directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional
action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.


 


Additional Assurances. Make, execute and
deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments,
documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect
all Security Interests.


 






    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 5


 



LENDER'S EXPENDITURES. I f any action or
proceeding is commenced that would materially affect Lender's interest in the Collateral or I f Borrower fails to comply with any
provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when
due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf
may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and
paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures Incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become a part of the I ndebtedness and, at Lender's option, will (A) be payable on
demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become
due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as
a balloon payment which will be due and payable at the Note's maturity.


 


NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 


Indebtedness and Liens. (1) Except for
trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or
assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a
security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any
of Borrower's accounts, except to Lender.


 


Continuity of Operations. (1) Engage i
n any business activities substantially different than those In which Borrower is presently engaged,


 


(2) cease operations, liquidate, merge,
transfer, acquire or consolidate with any other entity, change I ts name, dissolve or transfer or sell Collateral out of the ordinary
course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however
that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from
the payment of dividends, i f Borrower is a "Subchapter S Corporation" (as defined in the I nternal Revenue Code of 1986,
as amended), Borrower may pay cash dividends on i ts stock to its shareholders from time to time i n amounts necessary to enable
the shareholders to pay i ncome taxes and make estimated income tax payments to satisfy their liabilities under federal and state
law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of
Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.


 


Loans, Acquisitions
and Guaranties. (1) Loan, invest i n or advance money or assets to any other person, enterprise or entity, (2) purchase, create
or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.


 


Agreements. Enter
i nto any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations
under this Agreement or in connection herewith.


 


CESSATION OF ADVANCES.
IIf Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds iif: (A) Borrower or any Guarantor is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender;
(B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings,
or is adjudged a bankrupt; (C) there occurs a material adverse change In Borrower's financial condition, in the financial condition
of any Guarantor, or in the value of any Collateral securing any Loan; or (0) any Guarantor seeks, claims or otherwise attempts
to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender.


 


RIGHT OF SETOFF. To
the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower
may open in the future. However, this does not include any IRA or Keogh accounts, any trust accounts for which setoff would be
prohibited by law, or monies in any accounts that were received pursuant to the federal Social Security Act, including, without
limitation, retirement and survivors' benefits, supplemental security income benefits and disability insurance benefits. Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any
and all such accounts.





 




    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 6


 


DEFAULT. Each of the following shall constitute
an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.


 



False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the
Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.


 


Defective Collateralization.
This Agreement or .any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or
any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits
with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion,
as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor. Any of the
preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent,
or revokes or disputes the validity of, or l i a bility under, any Guaranty of the Indebtedness.


 


Change in Ownership. Any change in ownership
of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A
material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of
the Loan is impaired.


 


Right to Cure. If
any default, other than a default on Indebtedness, is curable and if Borrower or Granter, as the case may be, has not been given
a notice of a similar default within the preceding twelve (12) months, it may be cured If Borrower or Grantor, as the case may
be, after Lender sends written notice to Borrower or Granter, as the case may be, demanding cure of such default: (1) cure the
default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender
deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably practical.


 


EFFECT OF AN EVENT
OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, ail
commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the
type described in the "Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition,
Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except
as may be prohibited by applicable law, all of Lender's


 


rights and remedies
shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of
any Granter shall not affect Lender's right to declare a default and to exercise its rights and remedies.


 






    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 7



 


MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:


 


Amendments. This Agreement, together with
any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement.
No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought
to be charged or bound by the alteration or amendment.


 


Attorneys' Fees; Expenses. Borrower agrees
to pay upon demand all of Lender's costs and expenses, Including Lender's attorneys' fees and Lender's legal expenses, incurred
in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower
shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether
or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall
pay all court costs and such additional fees as may be directed by the court.


 


Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this
Agreement.


 


Consent to Loan Participation.
Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the
Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any
other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters.
Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of
such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as
the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements
governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have
now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender
or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any
interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests
irrespective of any personal claims or defenses that Borrower may have against Lender.


 


Governing Law. This Agreement will be
governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Nevada
without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Nevada.


 


Choice of Venue. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Clark County, State of
Nevada. (Initial here___)


 


No Waiver by Lender.
Lender all not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing
between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of
Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,
the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice
required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually
received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or,
if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to
the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by
giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address.
For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided
or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given
to all Borrowers.


 






    	 



    	 



    

	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 8



 


Severability. If a
court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision Illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Subsidiaries and Affiliates
of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any
representation, warranty or covenant, the word "Borrower'' as used in this Agreement shall include all of Borrower's subsidiaries
and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender
to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.


 


Successors and Assigns.
All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's
successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have
the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.


 


Survival of Representations and Warranties.
Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants
made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement
or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations,
warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be
continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full
force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated
in the manner provided above, whichever is the last to occur.


 


Time is of the Essence. Time is of the
essence in the performance of this Agreement.


 


DEFINITIONS. The following
capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words· and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms
not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted
accounting principles as in effect on the date of this Agreement:


 


Advance. The word "Advance" means
a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis
under the terms and conditions of this Agreement.


 


Agreement. The word "Agreement"
means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with
all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower. The word "Borrower"
means EMPOWERED PRODUCTS, INC., A NEVADA CORPORATION and includes all co-signers and co-makers signing the Note and all their successors
and assigns.


 




    	 



    	 



    




	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 9


 


Collateral. The word
"Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property,
Whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract,
or otherwise.


 


Environmental Laws.
The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.


 


Event of Default.
The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of
this Agreement.


 


GAAP. The word "GAAP" means generally
accepted accounting principles.


 


Grantor. The word "Grantor" means
each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation
all Borrowers granting such a Security Interest.


 


Guarantor. The word "Guarantor"
means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty. The word
"Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.


 


Hazardous Substances. The words "Hazardous
Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics,
may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed
of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very
broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed
under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum
by-products or any fraction thereof and asbestos.


 


Indebtedness. The word "Indebtedness"
means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.


 


Lender. The word "Lender" means
Bank of Nevada, its successors and assigns.


 


Loan. The word "Loan" means any
and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including
without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to
this Agreement from time to time.


 


Note. The word "Note" means the
Note dated October 23, 2013 and executed by EMPOWERED PRODUCTS, INC., A NEVADA CORPORATION in the principal amount of $500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note
or credit agreement.


 


Permitted Liens. The words "Permitted
Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender;


 






    	 



    	 



    

	 	BUSINESS LOAN
    AGREEMENT	 
	Loan No: 509348935	(Continued)	Page 10



 


(2) liens for taxes, assessments, or similar
charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or
other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase
money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of
business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this
Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement,
have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate
constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets.


 


Related Documents. The words "Related
Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now
or hereafter existing, executed in connection with the Loan.


 


Security Agreement. The words "Security
Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other
agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security Interest. The words "Security
Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a
lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral
chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract,
or otherwise.


 




BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED OCTOBER 23, 2013.


 


 


	BORROWER:

         

        EMPOWERED PRODUCTS, INC.,

        A NEVADA CORPORATION
	 	 	 
	 	 	 	 
	/s/ Scott Fraser	 	/s/ Kurt Weber	 
	By:	
        Scott Fraser

        President
	 	By:	
        Kurt Weber

        Secretary
	 


 


 


 





	LENDER:

         

        BANK OF NEVADA
	 
	 	 
	/s/ 	 
	By: