Agreement Company Purchaser
 
  
 A.
The Parties jointly warrant and represent that they have a pre-existing relationship prior to the date of this Agreement.
 
 B.
Purchaser warrants and represents that it is sophisticated and experienced in acquiring the debt instruments issued by small early-stage companies that have not achieve profitability, positive cash flow or both.
 
 C.
Purchaser warrants and represents that it is an "accredited investor," as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the "1933 Act").
 
 D.
Purchaser warrants and represents that prior to entering into this Agreement that it has received and completed its review of the Company's corporate and financial statements as included in the filings and disclosures as listed for the Company with the Securities and Exchange Commission which has allowed Purchaser to make an informed investment decision with respect to purchase of that certain Convertible Promissory Note in the stated original principal amount of $600,000 (the "Note") attached in Exhibit A and dated April 1, 2015.
 
 E.
The Purchaser acknowledges and agrees that it is acquiring the Note for investment purposes only and not with a view to a distribution.
 
 F.
The Purchaser acknowledges and agrees that: (i) the Note is a "restricted security," as that term is defined in the 1933 Act and (ii) no registration rights have been granted to Purchaser to register the Note.
 
 
  
 Section 1.  SALE AND ISSUANCE OF THE NOTE.  In consideration of the Company's receipt of the initial sum of $40,000 at Closing (as defined in Section 2.1), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company (the "Issuance") the Note upon the terms set forth in this Agreement. In addition, a copy of that certain Action of the Board of Directors, dated April 1, 2015 (the "Action of the Board of Directors") is attached hereto as Exhibit A.
    
 
 Section 2.  THE CLOSING.
 
 2.1.  PLACE OF CLOSING AND PROCEDURE AT CLOSING. The closing of the issuance of the Note to the Purchaser (the "Closing") shall take place simultaneously with and upon the satisfaction of the following conditions:
 
 (1)  the Company's execution and delivery to the Purchaser of the following: (a) an executed copy of this Agreement; (b) an executed copy of the Note; (c) a signed copy of the Irrevocable Instructions to the Transfer Agent; and (d) the signed Action of the Board of Directors.
 
 (2)  the Purchaser's execution of a wire transfer to the Company no later than 2 business days following the Closing as follows: the sum of $30,000 in cash shall be remitted and delivered to the Company and $4,000 in cash shall be retained by the Purchaser through an original issue discount for due diligence and $6,000 shall be retained by Purchaser for legal bills related to this transaction.
 
 (3)  the Purchaser reserves the right to pay additional consideration at any time and in any amount it desires, up to the total face value of the Note, at its sole discretion.
 
 Section 3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 
  
 3.1.  ORGANIZATION.  The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to conduct its business as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company.
 
 3.2.  AUTHORIZATION OF AGREEMENT, ETC.  The execution, delivery and performance by the Company of this Agreement, the Note, and each other document or instrument contemplated hereby or thereby (collectively, the "Financing Documents") have been duly authorized by all requisite corporate action by the Company and delivered by the Company. Each of the Financing Documents, when executed and delivered by the Company, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject as to enforceability to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
 
 Section 4.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
 
  
 4.1.  AUTHORIZATION OF THE DOCUMENTS.  Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Financing Documents to which it is a party and the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of the Financing Documents to which it is a party have been duly authorized by all requisite action by such Purchaser and each such Financing Document, when executed and
  
   
 4.2.  INVESTMENT REPRESENTATIONS.The Purchaser warrants and represents that:
 
 (a)
the Purchaser is an accredited investor (as that term is defined in Rule 501(a)(1) of Regulation D of the 1933 Act;
 
 (b)
the Purchaser is sophisticated and experienced in acquiring the securities of small public companies;
 
 (c)
the Purchaser has reviewed the Company's Annual and Quarterly Reports together with the audited financial statements contained therein;
 
 (d)
the Purchaser has had sufficient opportunity to review and evaluate the risks and uncertainties associated with the purchase of the Company's securities;
 
 (e)
the Purchaser is acquiring the Note from the Company for investment purposes only and not with a view to a distribution.
 
 4.3  RESTRICTED SECURITY.Purchaser understands and acknowledges that the Note has not been, and when issued will not be, registered with the Securities and Exchange Commission. Purchaser warrants and represents that it has fully reviewed the restricted securities legend and the terms thereof with its financial, legal, investment, and business advisors and that it has not relied upon the Company or any other person for any advice in connection with the purchase of the Note, this Agreement, or both of them.
 
 4.4  LEGAL COUNSEL.Purchaser has consulted with its own independent legal, tax, investment, and other advisors of its own choosing prior to entering into this Agreement.
 
 4.5  ABSENCE OF REGISTRATION RIGHTS.  Purchaser understands and agrees that it is not acquiring and has not been granted any registration rights with respect to the Note.  The Note is a restricted security and the Purchaser understands that there is no trading market for the Note and no such market will likely ever develop.
 
 Section 5.  BROKERS AND FINDERS.
 
   
 
  
 Section 6.  SUCCESSORS AND ASSIGNS.
 
  
 Section 7.  ENTIRE AGREEMENT.
 
  
 Section 8.  NOTICES.
 
  
 Section 9.  AMENDMENTS.
 
 
 
 Section 10.  ATTORNEYS' FEES.
 
  
 Section 11.  GOVERNING LAW AND ARBITRATION.
 
  
 Section 12.  CAPTIONS AND EXHIBIT A.
 
  
 Section  13.  SEVERANCE.
 
  
 Section 14.  COUNTERPARTS.
 
  
 
 
 
 
 
       
 
 
 
 
 
 
 IN WITNESS WHEREOF, each of the undersigned has duly executed this Note
 
 
  
  
 
 PAUL A. RAUNER
 
  
 Its:  Chief Executive
 
 
  
  
 
 JUSTIN EDERLE
 
  
  
 
  
    
 
 
 
 
  
  
 
 1.  Copy of Convertible Promissory Note
 
 2.  Copy of the Board Resolution of the Borrower
 
 3.  Copy of Irrevocable Instructions to Stock Transfer Agent