8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2016

ONCOLOGIX TECH, INC.

(Name of Small Business Issuer as Specified in Its Charter)

Nevada	0-15482	86-1006416
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

1604 W. Pinhook Rd. #200

Lafayette, LA 70508

(Address of principal executive offices)

(616) 977-9933

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Registrant’s Form 10-K, any Form 10-Q or any Form 8-K of the Registrant or any other written or oral statements made by or on behalf of the Registrant may contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the medical device business, and the Company itself. Statements, including without limitation, those related to: future revenue, earnings, margins, growth, cash flows, operating measurements, tax rates and tax benefits; expected economic returns; projected 2013 operating results, future strength of the Company; future brand positioning; achievement of the Company vision; future marketing investments; the introduction of new lines or categories of products; future growth or success in specific countries, categories or market sectors; capital resources and market risk are forward-looking statements. In addition, words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Risk Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.

Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Registrant’s views as of the date the statement was made. The Registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1.01 – Entry into a Material Definitive Agreement

ITEM 5.01 – Changes in Control of Registrant

Senior Secured Credit Agreement. On January 3, 2014, Oncologix Tech, Inc. (the “Company”), together with its subsidiaries Dotolo Research Corporation and Amian Angels, Inc., entered into a Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund LP (“Lender”) for a revolving credit facility of up to Four Million Dollars ($4,000,000) for working capital financing for any purposes permitted thereunder. The Company drew down $400,000 on the original credit facility and issued 20,000 shares of its Series D Convertible Preferred Stock to secure the required $150,000 in Advisory Fees and Investment Banking Fees.

Senior Secured Credit Agreement Amendment. On September 25, 2014, the Company drew down an additional loan amount of $1,200,000 used for the acquisition of Esteemcare Inc. and Affordable Medical Equipment Solutions Inc. In connection with the draw-down of the second tranche, the Company was required to incur additional Advisory Fees and Investment Banking fees of $450,000 due after twelve (12) months. This second tranche is secured by an 18.0% convertible promissory note, due in twelve months, with an extension option of an additional twelve (12) months. Repayments of interest and fees begin immediately. Principal repayments begin December 25, 2014. The Lender will hold back interest and fees of each deposit for the first three (3) months of the agreement and then an additional on-going 12.5% of deposits for principal payments beginning December 25, 2014.

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Default and Legal Actions. On January 8, 2015, the Company and TCA began discussion for the full payment of $450,000 in Investment Banking fees. Those discussions continued for sixty (60) days in which both parties agreed for the Company to provide $225,000 with both cash and execution of an equity debt exchange. On March 27, 2015, TCA filed a notice of default against the Company. On March 31, 2015, the Company signed documents agreeing to pay TCA the $225,000 as mutually agreed to resolve the default and pay all interest and principal due. TCA refused to execute the legal documents and accept the funds. On April 6, 2015, the Company paid TCA $78,000 to cure the notice of default and also pay TCA the $225,000 as mutually agreed. After the interest payment was issued to TCA, the Company was again placed into default.

After extensive contract and payment negotiations to include the payment of $78,000 and the agreed payment of the additional $225,000 which TCA refused, OCLG retained legal counsel and filed a legal Complaint as the Plaintiff in the State of Florida, 17^th Circuit on May 14, 2015. The Complaint cited unfair business practices, breach of confidentiality, and evidence stating that OCLG was never in default of the Credit Agreement with TCA Global Fund. This Complaint was evidenced by numerous emails and written correspondence from TCA executive management. TCA counter sued OCLG for Default, on June 25, 2015 for the sixth time.

Senior Secured Credit Agreement – Settlement 1. After many months of on-going discussions, on February 5, 2016, the Company entered into a final settlement agreement with TCA in conjunction with an additional credit facility advance of $200,000. The Settlement Agreement calls for 18.0% interest on the outstanding principal balance. Further, the Settlement calls for weekly payments of $5,000 from March 4, 2016 to May 27, 2016. The weekly payments increase to $10,000 from June 3, 2016 to July 1, 2016. Payments after July 1, 2016 would be negotiated.

Senior Secured Credit Agreement – Settlement 2. On April 8, 2016, the Company entered into a second amendment to the Settlement agreement originally dated February 5, 2016 in conjunction with an additional credit facility advance of $375,000. The second amendment to the settlement agreement creates a twenty-four (24) month replacement Promissory Note in the amount of $2,385,115.53. The note bears interest at eighteen (18%) percent with a default interest rate of twenty four (24%) percent. As a requirement of the Settlement Agreement, the Company incurred additional Advisory Fees and Investment Banking fees of $300,000 which brings the total Advisory Fees and Investment Banking Fees to $900,000 primarily due to TCA stated defaults. Both the Company and TCA agreed to joint dismissal of their litigations against either party. The agreement requires monthly interest payments of $31,695.13 commencing on April 30, 2016 and May 31, 2016 with monthly increased principal and interest payments of $125,261.10 beginning on June 30, 2016.

Financial Controls of the Company Additional requirements of the second amendment to the Settlement Agreement requires the Company to execute an irrevocable, ACH Authorization Agreement with TCA from the Company’s primary bank accounts that allows TCA to debit, without notice to company, the required monthly principle and interest payments. Further, the Company is required to provide TCA with Administrative controls and electronic access to each of its bank accounts and the Company must notify and obtain prior approvals from TCA for all company operational activities, provide prior notifications for all payments including wire transfers, ACH’s, prior approval before issuance of employee payrolls, payroll taxes, and obtain prior approvals of payment to all creditors. Company understands that this level of financial control may constitute a change of control and TCA may be considered an affiliate pursuant to Rule 144 of the Securities Act of 1933.

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ITEM 5.02 – Departure of a Director or Certain Officers; Election of Directors

Effective April 11, 2016, Barry Griffith formally resigned as director of Oncologix Tech, Inc. There were no disagreements between Mr. Griffith and the Registrant. Mr. Griffith has reviewed this Form 8-K and approves. Effective April 11, 2016, current Chief Financial Officer, Michael A. Kramarz was appointed as a director of the Registrant.

Effective May, 2, 2016, Vickie Hart formally resigned as President of Company Health Services Division and is continuing as the President of Amian Angels, Inc.

ITEM 9.01 – Financial Statements and Exhibits

99.1	Settlement Agreement
99.2	Settlement Agreement – Amendment 1
99.3	Settlement Agreement – Amendment 2
99.4	Second Replacement Note

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 24, 2016
	ONCOLOGIX TECH, INC.
	By:	/s/ Roy Wayne Erwin
		Roy Wayne Erwin, Chief Executive Officer
	By:	/s/ Michael A. Kramarz
		Michael A. Kramarz, Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (the “Agreement”) is dated effective as of the 8th day of February, 2016 (the “Effective Date”), by and between ONCOLOGIX TECH, INC., a Nevada corporation (the “Borrower”), AMIAN ANGELS, INC. (f/k/a Angels of Mercy, Inc.), a Louisiana corporation, DOTOLO RESEARCH CORPORATION, a Louisiana corporation, ESTEEMCARE, INC., a South Carolina corporation, and AFFORDABLE MEDICAL EQUIPMENT SOLUTIONS, INC., a Florida corporation (collectively, the “Corporate Guarantors”), MICHAEL A. KRAMARZ, an individual, and ROY WAYNE ERWIN, an individual (collectively, the “Validity Guarantors”, together with the Corporate Guarantors, the “Guarantors,” and together with the Borrower, sometimes collectively referred to as the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

RECITALS

WHEREAS, the Borrower, Lender, and Guarantors entered into a Credit Agreement dated as of November 30, 2013, but made effective as of January 3, 2014 (the “Original Credit Agreement”), together with Amendment No. 1 to Credit Agreement dated effective as of September 25, 2014 (the “First Amendment”) (the Original Credit Agreement and the First Amendment, collectively, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, the “Credit Agreement”); and

WHEREAS, pursuant to the Original Credit Agreement, the Borrower executed and delivered to Lender that certain Revolving Note dated as of November 30, 2013, but made effective as of January 3, 2014, evidencing Revolving Loans under the Credit Agreement (the “Original Revolving Note”); and

WHEREAS, pursuant to the First Amendment, the Borrower executed and delivered to Lender an Amended and Restated Note dated as of September 25, 2014 (the “Amended and Restated Note”), which Amended and Restated Note replaced, amended and restated the Original Revolving Note in its entirety; and

WHEREAS, in connection with the Credit Agreement and the Amended and Restated Note, the Credit Parties executed and delivered to the Lender various ancillary documents referred to in the Credit Agreement as the “Loan Documents”; and

WHEREAS, the Borrower’s obligations under the Credit Agreement and the Amended and Restated Note are secured by the following, all of which are included within the Loan Documents: (i) the Security Agreements; (ii) the Guaranty Agreements; (iii) the Validity Guaranties; and (iv) UCC-1 Financing Statements naming the Borrower and Corporate Guarantors, as debtors, and Lender, as secured party (collectively, the “UCC-1’s”), among other Loan Documents; and

WHEREAS, the Credit Parties are currently in default of their respective obligations under the Credit Agreement and other Loan Documents (the “Existing Default”); and

WHEREAS, as a result of the Existing Default, Lender commenced an action against the Credit Parties styled TCA Global Credit Master Fund, L.P. v. Oncologix Tech, Inc., a Nevada corporation, et. al., filed in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida under Case No. CACE-15-010652 DIV 25 (the “TCA Pending Litigation”); and

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WHEREAS, the Credit Parties and Lender desire to enter into certain agreements with respect to the Existing Default, the Credit Agreement and the other Loan Documents, all as more specifically set forth in this Agreement; and

WHEREAS, Lender has agreed to advance to Borrower up to an additional Two Hundred Thousand Dollars ($200,000) (the “Additional Advance”), in accordance with and subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used in this Agreement shall have the same meaning ascribed to them in the Credit Agreement, except as otherwise specifically set forth herein.

3. Additional Advance. Subject to the terms of this Agreement, Lender shall advance to the Borrower, an amount up to the Additional Advance. Funding of the Additional Advance shall be subject to the following terms and conditions:

(a) Payments; Lender’s Discretion. Any funds representing the Additional Advance shall only be advanced by Lender to the Borrower in such amounts, at such times, and subject to such additional conditions as Lender may, from time to time, require, in its sole and absolute discretion, and in any event, such Additional Advance shall only be used for the sole purposes of: (i) payment of certain payroll expenses of the Credit Parties as may be approved by Lender; and (ii) payment of certain vendors of the Credit Parties, as may be approved by Lender (such payments hereinafter the “Approved Payments”), any such approval to be in Lender’s sole and absolute discretion.

(b) Additional Advance is Obligation. The Additional Advance, or any portion thereof disbursed to the Borrower from time to time hereunder, shall be deemed to be an additional Loan made by the Lender to the Borrower under the Credit Agreement as of the date such disbursement is made, and any such sums disbursed shall be deemed Obligations of the Borrower under the Credit Agreement, and secured by the Security Agreements, Guaranty Agreements, the Validity Guaranties, and the UCC-1’s, as well as any other applicable Loan Documents.

4. Payment of Obligations. Notwithstanding anything contained in the Credit Agreement or any other Loan Documents to the contrary, from and after the date hereof, payment for all Obligations due under the Credit Agreement and the other Loan Documents, as may be increased from time to time by the Additional Advance, shall be made by Borrower to Lender in accordance with this Section 4.

(a) Payments. All Obligations outstanding from time to time shall, prior to the occurrence of a “Future Default” (as hereinafter defined), bear interest at the Interest Rate, and upon the occurrence of a Future Default, such Obligations shall accrue interest thereafter at the highest non-usurious rate permitted by applicable law.

(b) Weekly Payments. Commencing on February 12, 2016, and each consecutive Friday thereafter until April 15, 2016 (the “Weekly Payment End Date”), Credit Parties shall make weekly payments to Lender, by ACH transfer, each in the amount of Twenty Thousand and No/100 Dollars ($20,000.00).

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(c) Remaining Payments. From and after the Weekly Payment End Date all remaining payments will be made in accordance with the Payment and Amortization Schedule set forth herein as Exhibit “A”.

(d) ACH Payment. Notwithstanding anything contained in the Credit Agreement or any other Loan Documents to the contrary, from and after the date hereof, payment for all sums due under the Credit Agreement, and the other Loan Documents, including this Agreement, shall be made by Borrower to Lender through automatic debit payments to be made to Lender from bank accounts of Borrower using automated clearing house (“ACH”) transfers. The Borrower shall, simultaneously with the execution of this Agreement, execute and deliver to Lender an authorization agreement for direct payments whereby, among other things, Lender shall be irrevocably authorized to initiate ACH transfers from a bank account as designated in any such ACH authorization agreement (the “Payment Account”) to Lender in the amounts required under this Agreement, the Credit Agreement, and all other Loan Documents. Lender’s authorization for direct ACH transfers as hereby provided shall be irrevocable and such ACH transfers shall continue until all Obligations are paid in full. For so long as any Obligations remain outstanding, Borrower shall: (i) not revoke Lender’s authority to initiate ACH transfers as hereby contemplated; (ii) not change, modify, close or otherwise affect the Payment Account; (iii) insure that all Receipts are deposited only into the Payment Account and insure that the Payment Account has sufficient funds at all times to make the payments contemplated hereby; and (iv) be responsible for all costs, expenses or other fees and charges incurred by Lender as a result of any failed or returned ACH transfers, whether resulting from insufficient sums being available in the Payment Account, or otherwise. The Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the requirements of this Section 4(d).

(e) Debt Exchange. The Credit Parties agree that a portion of the Obligations will be paid through a sale of a portion of the Obligations by Lender to a debt buyer approved by Lender, which debt buyer shall then convert such debt into equity through a debt exchange under Section 3(a)(9) of the Securities Act (the “Debt Exchange”). The Credit Parties agree to enter into the Debt Exchange upon Lender’s demand, and the Credit Parties shall execute and deliver any and all agreements or documents related to such Debt Exchange, as may be required by Lender or such debt buyer, and to otherwise cooperate in any other respect to accomplish the Debt Exchange. Upon the completion of any Debt Exchange, the Lender shall have the right to revise the Payment and Amortization Schedule to account for any payment made under the Debt Exchange and to replace it with a new Payment and Amortization Schedule to be attached hereto.

5. Pending Litigation.

(a) Upon execution of this Agreement and all other documents required or requested by Lender in connection herewith by the Credit Parties, the Lender agrees to execute, and to have Lender’s counsel file, a Conditional Joint Stipulation of Dismissal Without Prejudice with respect to the TCA Pending Litigation, with an express reservation of jurisdiction to enforce the terms of this Agreement.

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(b) As a material inducement for Lender to enter into this Agreement, the Credit Parties agree and consent that upon the occurrence of any “Future Default” (as hereinafter defined) under this Agreement, the Credit Agreement, or any other Loan Documents, Lender shall have the right to file an Affidavit of Noncompliance with the Court in the TCA Pending Litigation (the “Court”), and Lender shall be entitled to the immediate entry of a Final Consent Judgment in form and content acceptable to Lender, pursuant to which the Credit Parties shall be jointly and severally liable to Lender for all Obligations under the Credit Agreement or any other Loan Documents, together with post-judgment interest at the maximum rate available under applicable law. Lender shall be entitled to file such Affidavit and for entry of such Final Consent Judgment on an ex-parte basis, without further notice to any of the Credit Parties and without the necessity for any further hearings. Each of the Credit Parties hereby waives the making of any findings of fact and conclusions of law in the Final Consent Judgment, and waives the right to appeal, or otherwise contest the validity of the Final Consent Judgment, and hereby waives any and all objections and defenses of any nature or kind with respect to the entry of the Final Consent Judgment as contemplated hereby. Specifically, each of the Credit Parties hereby agrees as follows: (i) that the Court has proper jurisdiction for the TCA Pending Litigation, and each of the Credit Parties hereby knowingly and unconditionally consents to the jurisdiction and venue of such Court, and each of the Credit Parties waives any objection based on forum non conveniens; and (ii) that each of the Credit Parties hereby waives personal service of any and all process, and each of the Credit Parties consents that all such service of process, if not yet effectuated, may be made by certified mail directed and addressed to the Credit Parties, as applicable, at the address for the Borrower set forth in the Credit Agreement, and such service shall be effective three (3) Business Days after deposit of such certified mail in a regularly maintained receptacle for U.S. Mail, regardless whether same is accepted by the recipient, and regardless of whether the recipient executes any return receipt requested as part of such certified mail.

(c) As a material inducement for Lender to enter into this Agreement, the Credit Parties shall, within three (3) Business Days after the execution of this Agreement, dismiss, with prejudice, that certain litigation styled Oncologix Tech, Inc. et. al. v. TCA Global Credit Master Fund, L.P. filed in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida under Case No. CACE-15-009385 DIV 09 (the “Oncologix Pending Litigation”).

6. View Access to Bank Accounts. On the Effective Date, the Credit Parties shall undertake all required actions, including providing Lender with proper sign-in or log-in credentials, user names, passwords, and other required information, to provide Lender with, and to allow Lender to have, view-only access, through the applicable online banking system or otherwise of each of the Credit Parties, to any and all bank accounts of the Credit Parties which now exist and any additional bank accounts of the Credit Parties as may exist from time to time, including the Payment Account. The Credit Parties shall not undertake any action that prevents or impairs Lender’s ability to have view-only access of all of the bank accounts of the Credit Parties as contemplated by this Section.

7. Ratification. The Credit Parties hereby acknowledge, represent, warrant and confirm to Lender that: (i) each of the Loan Documents executed by the Credit Parties, respectively and as applicable, are valid and binding obligations of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms; (ii) the Amended and Restated Note, and all other Obligations of the Credit Parties under the Credit Agreement, all other Loan Documents and this Agreement, shall be and continue to be and remain secured by and under the Loan Documents, including, without limitation, the Security Agreements, the Guaranty Agreements, the Validity Guaranties, the UCC-1’s, and all other Loan Documents, as applicable; and (iii) no oral representations, statements, or inducements have been made by Lender, or any agent or representative of Lender, with respect to the Credit Agreement, this Agreement or any other Loan Documents.

8. Additional Confirmations. The Credit Parties hereby represent, warrant and covenant as follows: (i) that the Lender’s Liens and security interests in all of the “Collateral” (as such term is defined in the Credit Agreement and in the Security Agreements), are and remain valid, perfected, first-priority security interests in such Collateral, and the Credit Parties have not granted any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral, except for Permitted Liens.

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9. Lender’s Conduct. As of the Effective Date, the Credit Parties hereby acknowledge and admit that: (i) the Lender has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Credit Agreement or any other Loan Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to this Agreement, the Credit Agreement or the Loan Documents, except as expressly set forth herein, or in the Credit Agreement and other Loan Documents.

10. Redefined Terms. The term “Loan Documents,” as defined in the Credit Agreement and as used in this Agreement, shall be deemed to refer to and include this Agreement, and all other documents or instruments executed in connection with this Agreement.

11. Representations and Warranties of the Borrower. The Borrower and each of the Corporate Guarantors hereby makes the following representations and warranties to the Lender:

(a) Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Borrower and each Corporate Guarantor of this Agreement, and all other documents executed and delivered in connection herewith, and the performance by Borrower and each Corporate Guarantor of all of their respective Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Borrower and each Corporate Guarantor and their board of directors pursuant to all applicable laws, and no other corporate action or consent on the part of the Borrower or any Corporate Guarantor, their board of directors, stockholders or any other Person is necessary or required by the Borrower or any Corporate Guarantor to execute this Agreement, and the documents executed and delivered in connection herewith, to consummate the transactions contemplated herein and therein, or perform all of the Borrower’s and Corporate Guarantor’s Obligations hereunder and thereunder. This Agreement, and each of the documents executed and delivered in connection herewith, have been duly and validly executed by the Borrower and each Corporate Guarantor (and the officer executing this Agreement and all such other documents for Borrower and each Corporate Guarantor is duly authorized to act and execute same on behalf of Borrower and each Corporate Guarantor) and constitute the valid and legally binding agreements of the Borrower and each Corporate Guarantor, enforceable against the Borrower and each Corporate Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

12. Validity Guarantor Affirmations. The Validity Guarantors do hereby acknowledge and agree as follows: (i) Validity Guarantors acknowledge having reviewed the terms of this Agreement, and agrees to the terms hereof; (ii) that the Validity Guaranties, and all representations, warranties, covenants, agreements and guaranties made by Validity Guarantors thereunder, shall and do hereby apply to all Obligations of the Credit Parties as agreed upon thereunder, and all additional obligations agreed upon under this Agreement; (iii) that this Agreement shall not in any way adversely affect or impair the obligations of the Validity Guarantors to Lender under the Validity Guaranties; and (iv) the Validity Guaranties are hereby ratified, confirmed and continued as of the date of this Agreement.

13. Indemnification. Each of the Credit Parties, jointly and severally, hereby indemnifies and holds the Lender Indemnitees, their successors and assigns, and each of them, harmless from and against any and all charges, complaints, claims, counter-claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, cross-actions, threats, setoffs, equities, judgments, accounts, suits, liens, rights, demands, benefits, costs, losses, debts, expenses, and other distributions, of every kind and nature whatsoever, payable by any of the Lender Indemnitees to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable law (collectively, the “Claims”), through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to any matters relating to this Agreement, the Credit Agreement, or any other Loan Documents. The foregoing indemnification obligations shall survive the termination of the Credit Agreement or any of the Loan Documents, and repayment of the Obligations.

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14. Waiver and Release. Each of the Credit Parties hereby represents and warrants to Lender that none of them have any defenses, setoffs, claims, counterclaims, cross-actions, equities, or any other Claims in favor of the Credit Parties, to or against the enforcement of any of the Loan Documents, including this Agreement, and to the extent any of the Credit Parties have any such defenses, setoffs, claims, counterclaims, cross-actions, equities, or other Claims against Lender and/or against the enforceability of any of the Loan Documents, including this Agreement, the Credit Parties each acknowledge and agree that same are hereby fully and unconditionally waived by the Credit Parties, specifically including the pending Oncologix Pending Litigation. In addition to the foregoing full and unconditional waiver, each of the Credit Parties does hereby release, waive, discharge, covenant not to sue, acquit, satisfy and forever discharges each of the Lender Indemnitees and their respective successors and assigns, from any and all Claims whatsoever, in law or in equity, whether known or unknown, whether suspected or unsuspected, whether fixed or contingent, which the Credit Parties ever had, now have, or which any successor or assign of the Credit Parties hereafter can, shall, or may have against any of the Lender Indemnitees or their successors and assigns, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world through and including the date hereof, including, without limitation, any matter, cause, or thing related to the Credit Agreement, this Agreement, the Amended and Restated Note, or any other Loan Documents (collectively, the “Released Claims”). Without in any manner limiting the generality of the foregoing waiver and release, Credit Parties hereby agree and acknowledge that the Released Claims specifically include: (i) any and all Claims regarding or relating to the enforceability of the Loan Documents, including this Agreement, as against any of the Credit Parties; (ii) any and all Claims regarding, relating to, or otherwise challenging the governing law provisions of the Loan Documents, including this Agreement; (iii) any and all Claims regarding or relating to the amount of principal, interest, fees or other Obligations due from any of the Credit Parties to the Lender under any of the Loan Documents, including this Agreement; (iv) any and all Claims regarding or relating to Lender’s conduct or Lender’s failure to perform any of Lender’s covenants or obligations under any of the Loan Documents, including this Agreement; (v) any and all Claims regarding or relating to any delivery or failure to deliver any notices by Lender to Credit Parties; (vi) any and all Claims regarding or relating to any failure by Lender to fund any advances or other amounts under any of the Loan Documents, including this Agreement; (vii) any and all Claims regarding or relating to any advisory services (or the lack thereof) provided by Lender to any of the Credit Parties for which any advisory fees may be due and owing and included within the Obligations; and (viii) any and all Claims based on grounds of public policy, unconscionability, or implied covenants of fair dealing and good faith. The Credit Parties further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Loan Documents, including this Agreement, and the Released Claims include all Claims that the Credit Parties do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect their decision to enter into this Agreement. The foregoing waiver and release agreements by the Credit Parties are a material inducement for Lender to enter into this Agreement, and Lender’s agreement to enter into this Agreement is separate and material consideration to the Credit Parties for the waiver and release agreements contained herein, the receipt and sufficiency of such consideration hereby acknowledged by Credit Parties. In addition, each of the Credit Parties agrees and acknowledges that it has had an opportunity to negotiate the terms and provisions of this Agreement, including the foregoing waiver and release agreements, with and through their own competent counsel, and that each of the Credit Parties have sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully negotiate this Agreement, including the waiver and release agreements herein, in a manner that is acceptable to the Credit Parties. The foregoing waiver and release agreements shall survive the termination of the Credit Agreement or any of the Loan Documents, and repayment of the Obligations.

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15. No Waiver of Existing Default. Nothing contained herein shall be deemed or construed as any kind of waiver by Lender of the Existing Default, or otherwise, and this Agreement shall not be deemed or construed in any manner as a waiver by Lender of any future defaults, “Events of Default,” (as such term may be used or defined in any of the Loan Documents), breaches or misrepresentations by any of the Credit Parties under the Credit Agreement or any other Loan Documents, including this Agreement, or any of Lender’s rights or remedies in connection therewith, which may occur or arise after the date of this Agreement (in each case, a “Future Default”). Except as expressly amended by this Agreement, all of the terms and provisions of the Credit Agreement and the Loan Documents shall remain and continue in full force and effect after the execution of this Agreement, are hereby ratified and confirmed, and incorporated herein by this reference.

16. Issuance of Preferred Stock With Voting Control Upon Default. On the Effective Date, or as promptly as possible thereafter, the Borrower’s board of directors shall, by proper board action or resolution in accordance with applicable law and in form and content acceptable to Lender, authorize the creation and issuance to Lender of a newly created series of preferred stock of the Borrower with rights and preferences to be approved by Lender, but that in any event would give the Lender, as holder thereof, full and complete voting control of the Borrower (the “Default Preferred”). The Lender’s rights to exercise such voting control pursuant to the Default Preferred shall not become effective unless and until the occurrence of a Future Default. The Default Preferred shall be deemed validly issued, fully paid, and non-assessable, and Lender shall be deemed the holder of record of the Default Preferred, and entitled to all rights and preferences by virtue thereof, as of the Effective Date. In addition, the Borrower specifically acknowledges and agrees that in the event of a breach or threatened breach by the Borrower of any provision of this Section 16, the Lender will be irreparably damaged and that damages at law would be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the event of a breach or threatened breach of the Borrower’s obligations under this Sections 16 by the Borrower, the Lender shall be entitled to obtain, in addition to all other rights or remedies Lender may have, at law or in equity, an injunction restraining such breach, without being required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions of this Section.

17. Pledge of Validity Guarantor’s Stock. On the Effective Date, or as soon as possible thereafter upon demand by Lender, each of the Validity Guarantors shall grant, under and pursuant to the Pledge Agreement in form and substance acceptable to Lender, a continuing, first-priority security interest in, and assignment, transference, mortgage, conveyance, pledge, hypothecation and set over to Lender, its successors and assigns, all of the Validity Guarantors’ right, title and interest in and to all of the shares and/or membership interests, as applicable, of the Borrower owned by such Validity Guarantors. At any time upon Lender’s request, the Credit Parties shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for the purpose of properly documenting and perfecting the security interests of Lender in and to the shares or membership interests of the Validity Guarantors granted hereunder, including any additional pledge agreements and financing statements.

18. Consultation with Counsel. Credit Parties represent that they have fully reviewed this Agreement with their respective attorneys and understand the legal effect of this Agreement, and each of the Credit Parties represents that having understood the legal effects of this Agreement, each of them has freely and voluntarily consented to and authorized this Agreement.

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19. Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

20. Effective Date. The “Effective Date” of this Agreement shall be the date set forth in the preamble hereof.

21. Fees and Expenses.

(a) Document Review and Legal Fees. The Borrower agrees to pay to the Lender or its counsel all legal fees and costs incurred by Lender for the preparation, negotiation and execution of this Amendment and all other documents in connection herewith, which legal fees and costs shall be paid simultaneously with the execution of this Amendment by Credit Parties, unless any such fees shall have been paid prior to the Effective Date.

[Signatures on the following page]

Page 8

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

BORROWER:

ONCOLOGIX TECH, INC.,
a Nevada corporation
By:
Name:
Title:
GUARANTORS:
AMIAN ANGELS, INC.,	DOTOLO RESEARCH CORPORATION,
(f/k/a Angels of Mercy, Inc.)	a Louisiana corporation
a Louisiana corporation
By:	By:
Name:	Name:
Title:	Title:
ESTEEMCARE, INC.,	AFFORDABLE MEDICAL EQUIPMENT
a South Carolina corporation	SOLUTIONS, INC.,
	a Florida corporation
By:	By:
Name:	Name:
Title:	Title:
MICHAEL A. KRAMARZ,	ROY WAYNE ERWIN,
an Individual	an Individual
By:	By:
Name:	Name:

Page 9

LENDER:

TCA GLOBAL CREDIT MASTER FUND, LP

By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:
	Robert Press, Director

Page 10

EXHIBIT “A”

Payment and Amortization Schedule

Payment Date	Payment No.		Interest Payment		Prin. Payment		Total Payable		Balance Outstanding
									$	2,555,397.02
5/15/16		1	$	38,330.96	$	142,501.91	$	180,832.87	$	2,412,895.11
6/15/16		2	$	36,193.43	$	144,639.44	$	180,832.87	$	2,268,255.66
7/15/16		3	$	34,023.83	$	146,809.03	$	180,832.87	$	2,121,446.63
8/15/16		4	$	31,821.70	$	149,011.17	$	180,832.87	$	1,972,435.46
9/15/16		5	$	29,586.53	$	151,246.34	$	180,832.87	$	1,821,189.12
10/15/16		6	$	27,317.84	$	153,515.03	$	180,832.87	$	1,667,674.09
11/15/16		7	$	25,015.11	$	155,817.76	$	180,832.87	$	1,511,856.33
12/15/16		8	$	22,677.85	$	158,155.02	$	180,832.87	$	1,353,701.31
1/15/17		9	$	20,305.52	$	160,527.35	$	180,832.87	$	1,193,173.96
2/15/17		10	$	17,897.61	$	162,935.26	$	180,832.87	$	1,030,238.70
3/15/17		11	$	15,453.58	$	165,379.29	$	180,832.87	$	864,859.41
4/15/17		12	$	12,972.89	$	167,859.98	$	180,832.87	$	696,999.43
5/15/17		13	$	10,454.99	$	170,377.88	$	180,832.87	$	526,621.56
6/15/17		14	$	7,899.32	$	172,933.55	$	180,832.87	$	353,688.01
7/15/17		15	$	5,305.32	$	175,527.55	$	180,832.87	$	178,160.46
8/15/17		16	$	2,672.41	$	178,160.46	$	180,832.87	$	0.00

Borrower Initials:

EX-99.2

FIRST AMENDMENT TO SETTLEMENT AGREEMENT

This FIRST AMENDMENT TO SETTLEMENT AGREEMENT (the “First Amendment”) is dated effective as of the __________day of February, 2016 (the “Effective Date”), by and between ONCOLOGIX TECH, INC., a Nevada corporation (the “Borrower”), AMIAN ANGELS, INC. (f/k/a Angels of Mercy, Inc.), a Louisiana corporation, DOTOLO RESEARCH CORPORATION, a Louisiana corporation, ESTEEMCARE, INC., a South Carolina corporation, and AFFORDABLE MEDICAL EQUIPMENT SOLUTIONS, INC., a Florida corporation (collectively, the “Corporate Guarantors”), MICHAEL A. KRAMARZ, an individual, and ROY WAYNE ERWIN, an individual (collectively, the “Validity Guarantors”, together with the Corporate Guarantors, the “Guarantors,” and together with the Borrower, sometimes collectively referred to as the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

RECITALS

WHEREAS, the Credit Parties and Lender entered into that certain Settlement Agreement dated as of the 5^th day of February 2016 (the “Settlement Agreement”); and

WHEREAS, the Credit Parties and Lender desire to amend certain terms of the Settlement Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this First Amendment are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used herein shall have the same meaning ascribed to them in the Settlement Agreement, except as otherwise specifically set forth herein.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this First Amendment and the terms and provisions of the Settlement Agreement, the terms and provisions of this First Amendment shall control to the extent of any such conflict or ambiguity.

4. Revised Payment Schedule. Sections 4(b) and 4(c) of the Settlement Agreement are hereby deleted in their entirety, and the following is inserted in lieu thereof:

“(b) Weekly Payments. Commencing on March 4, 2016, and each consecutive Friday thereafter until and including May 27, 2016, Credit Parties shall make weekly payments to Lender, by ACH transfer, each in the amount of Five Thousand and No/100 Dollars ($5,000.00). Commencing on June 3, 2016, and each consecutive Friday thereafter until and including July 1, 2016, Credit Parties shall make weekly payments to Lender, by ACH transfer, each in the amount of Ten Thousand and No/100 Dollars ($10,000.00).

(c) Remaining Payments. From and after July 1, 2016, payment by Credit Parties to Lender of all remaining Obligations shall be in accordance with a schedule of payments to be determined by Lender and provided to Credit Parties at such time. In determining such payment schedule, Lender shall meet or consult with Credit Parties and review their financial statements, operations, and other factors Lender may consider to come up with the required payment schedule; provided, however, notwithstanding Lender’s agreement to cooperate and consult with Credit Parties in seeking to arrive at an agreeable payment schedule, the final schedule shall be determined by Lender in its sole and absolute discretion, and such payment schedule, when delivered by Lender to the Credit Parties, shall be final and binding upon Credit Parties, and Credit Parties shall be obligated to abide by the terms thereof in making payment of all remaining Obligations to Lender in accordance with such schedule.”

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5. Ratification. Except as modified hereby, the terms and provisions of the Settlement Agreement remain in full force and effect, are hereby ratified and confirmed and incorporated herein by this reference.

6. Execution. This First Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same First Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof

[Signatures on the following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment as of the day and year first above written.

BORROWER:
ONCOLOGIX TECH, INC.,
a Nevada corporation
By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin
Title:	CEO

GUARANTORS:
AMIAN ANGELS, INC.,		DOTOLO RESEARCH CORPORATION,
(f/k/a Angels of Mercy, Inc.)		a Louisiana corporation
A Louisiana corporation
By:	/s/ Roy Wayne Erwin	By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin	Name:	Roy Wayne Erwin
Title:	CEO	Title:	CEO

ESTEEMCARE, INC.,		AFFORDABLE MEDICAL EQUIPMENT
a South Carolina corporation		SOLUTIONS, INC.,
		a Florida corporation
By:	/s/ Roy Wayne Erwin	By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin	Name:	Roy Wayne Erwin
Title:	CEO	Title:	CEO

MICHAEL A. KRAMARZ,		ROY WAYNE ERWIN,
an Individual		an Individual
By:	/s/ Michael A. Kramarz	By:	/s/ Roy Wayne Erwin
Name:	Michael A. Kramarz	Name:	Roy Wayne Erwin

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JENDEE:
TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:	/s/ Robert Press
	Robert Press, Director

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EX-99.3

Exhibit 99.3

SECOND AMENDMENT TO SETTLEMENT AGREEMENT

This SECOND AMENDMENT TO SETTLEMENT AGREEMENT (the “Second Amendment„) is dated effective as of the 8^th day of April, 2016 (the “Effective Date„), by and between ONCOLOGIX TECH, INC., a Nevada corporation (the “Borrower„), AMIAN ANGELS, INC. (f/k/a Angels of Mercy, Inc.), a Louisiana corporation, DOTOLO RESEARCH CORPORATION, a Louisiana corporation, ESTEEMCARE, INC., a South Carolina corporation, and AFFORDABLE MEDICAL EQUIPMENT SOLUTIONS, INC., a Florida corporation (collectively, the “Corporate Guarantors ), MICHAEL A. KRAMARZ, an individual, and ROY WAYNE ERWIN, an individual (collectively, the “Validity Guarantors,,, together with the Corporate Guarantors, the “Guarantors,,, and together with the Borrower, sometimes collectively referred to as the “Credit Parties„), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender„).

RECITALS

WHEREAS, the Borrower, Lender, and Guarantors entered into a Credit Agreement dated as of November 30, 2013, but made effective as of January 3, 2014 (the “Original Credit Agreement„), together with Amendment No. I to Credit Agreement dated effective as of September 25, 2014 (the “First Amendment„) (the Original Credit Agreement and the First Amendment, collectively, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, the “Credit Agreement„); and

WHEREAS, pursuant to the Original Credit Agreement, the Borrower executed and delivered to Lender that certain Revolving Note dated as of November 30, 2013, but made effective as of January 3, 2014, evidencing Revolving Loans under the Credit Agreement (the “Original Revolving Note„); and

WHEREAS, pursuant to the First Amendment, the Borrower executed and delivered to Lender an Amended and Restated Note dated as of September 25, 2014 (the “Amended and Restated Note„), which Amended and Restated Note replaced, amended and restated the Original Revolving Note in its entirety; and

WHEREAS, in connection with the Credit Agreement and the Amended and Restated Note, the Credit Parties executed and delivered to the Lender various ancillary documents referred to in the Credit Agreement as the “Loan Documents,,; and

WHEREAS, the Credit Parties defaulted in several of their Obligations to Lender, and as a result thereof, the Credit Parties and Lender entered into that certain Settlement Agreement dated as of February 5, 2016 (the “Original Settlement Agreement„), together with that certain First Amendment to Settlement Agreement dated as of February 23, 2016 (the “First Amendment to Settlement Agreement„) (the Original Settlement Agreement and the First Amendment to Settlement Agreement, collectively, the “Settlement Agreement„); and

WHEREAS, the Credit Parties and Lender desire to amend certain terms of the Settlement Agreement as hereinafter set forth, including Lender’s agreement to make an additional Revolving Loan to Credit Parties in the amount of up to Three Hundred Seventy-Five Thousand Dollars ($375,000) (the “Second Additional Advance„), all in accordance with the terms of this Second Amendment; and

WHEREAS, in connection with the Second Additional Advance, the parties desire to aggregate all obligations due and owing by the Borrower to the Lender as of the date hereof (excluding the Original Advisory Fees and New Advisory Fees) under the Credit Agreement, the Amended and Restated Note, the Settlement Agreement, and all other Loan Documents, including this Second Amendment, by aggregating all of such obligations and sums into a newly issued replacement promissory note in the form attached hereto as Exhibit “A” (the “Second Replacement Note„), which Second Replacement Note shall replace, amend and restate the Amended and Restated Note in its entirety, and which Second Replacement Note shall be for a principal amount equal to the aggregate amount of all such obligations, all as more specifically set forth in this Second Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Second Amendment are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used herein shall have the same meaning ascribed to them in the Credit Agreement or the Settlement Agreement, as applicable, except as otherwise specifically set forth herein.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Second Amendment and the terms and provisions of the Settlement Agreement, the terms and provisions of this Second Amendment shall control to the extent of any such conflict or ambiguity.

4. Second Additional Advance. Subject to the terms of this Second Amendment, Lender shall advance to the Borrower, an amount up to the Second Additional Advance. Funding of the Second Additional Advance shall be subject to the following terms and conditions:

(a) Payments: Lender’s Discretion. Any funds representing the Second Additional Advance shall only be advanced by Lender to the Borrower in such amounts, at such times, and subject to such additional conditions as Lender may, from time to time, require, in its sole and absolute discretion, and in any event, such Second Additional Advance shall only be used for the sole purposes of: (i) payment of certain payroll expenses of the Credit Parties as may be approved by Lender; and (ii) payment of certain vendors of the Credit Parties, as may be approved by Lender (such payments hereinafter the “Approved Payments„), any such approval to be in Lender’s sole and absolute discretion.

(b) Second Additional Advance is Obligation. The Second Additional Advance, or any portion thereof disbursed to the Borrower from time to time hereunder, shall be deemed to be an additional Revolving Loan made by the Lender to the Borrower under the Credit Agreement as of the date such disbursement is made, and any such sums disbursed shall be deemed Obligations of the Borrower under the Credit Agreement, and secured by the Security Agreements, Guaranty Agreements, the Validity Guaranties, and the UCC-1’s, as well as any other applicable Loan Documents.

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5. Outstanding Balance. The Credit Parties acknowledge that the aggregate amount of all Obligations due and owing under the Credit Agreement and all other Loan Documents, as of April 8, 2016, including the Second Additional Advance, but excluding the Original Advisory Fees and the New Advisory Fee, is $2,385,115.53 (the “Outstanding Balance„). The Outstanding Balance is comprised of: (i) outstanding principal due under the Credit Agreement, the Settlement Agreement, and other Loan Documents (excluding the Second Additional Advance), as of April 8, 2016, in the amount of $1,738,008.53; plus (ii) additional principal on account of the Second Additional Advance in the amount of $375,000; plus (iii) accrued and unpaid interest, fees, and other charges due under the Credit Agreement, the Settlement Agreement, and other Loan Documents (but excluding the Original Advisory Fees and the New Advisory Fee), in the amount of $272,107. The sum of $2,113,008.53 (the sum of items (i) and (ii) above) shall be deemed and is agreed upon as the outstanding principal balance of the Second Replacement Note, and the entire Outstanding Balance shall be and remain secured by the Security Agreements, the Guaranty Agreements, the Validity Guaranties, the UCC- I ’s and all other Loan Documents, as applicable, and which Outstanding Balance shall be due and payable in accordance with the terms of the Credit Agreement and the Settlement Agreement, as amended hereby, and the Second Replacement Note. In that regard, simultaneously with the execution of this Second Amendment, the Borrower shall execute and deliver the Second Replacement Note in favor of the Lender. The Second Replacement Note is being executed and delivered simultaneously herewith in substitution for and to supersede the Amended and Restated Note in its entirety. It is the intention of the Credit Parties and Lender that while the Second Replacement Note replaces and supersedes the Amended and Restated Note, in its entirety, the Second Replacement Note is not in payment or satisfaction of the Amended and. Restated Note, but rather is the substitute of one evidence of debt for another without any intent to extinguish the old. Nothing contained in this Second Amendment or in the Second Replacement Note shall be deemed to extinguish the indebtedness and obligations evidenced by the Amended and Restated Note or constitute a novation of the indebtedness evidenced by the Amended and Restated Note.

6. Pending Litigation.

(a) Upon execution of this Second Amendment and all other documents required or requested by Lender in connection herewith by the Credit Parties, the Lender agrees to execute (or cause its counsel to execute), and the Borrower agrees to execute (or cause its counsel to execute), and Lender agrees to have Lender’s counsel file, a Conditional Joint Stipulation of Dismissal Without Prejudice with respect to the TCA Pending Litigation, with an express reservation of jurisdiction to enforce the terms of the Settlement Agreement, as amended by this Second Amendment, all in the form of Exhibit “B” attached hereto.

(b) As a material inducement for Lender to enter into this Second Amendment, the Credit Parties agree and consent that upon the occurrence of any Future Default under the Settlement Agreement, as amended hereby, the Credit Agreement, or any other Loan Documents, Lender shall have the unconditional right to file an Affidavit of Noncompliance with the Court in the TCA Pending Litigation (the “Court„), and Lender shall be entitled to the immediate entry of a Final Consent Judgment, substantially in the form attached hereto as Exhibit “C”, pursuant to which the Credit Parties shall be jointly and severally liable to Lender for all Obligations under the Credit Agreement, the Settlement Agreement, as amended hereby, or any other Loan Documents, together with post-judgment interest at the maximum rate available under applicable law. Lender shall be entitled to file such. Affidavit and for entry of such Final Consent Judgment on an ex-parte basis, without further notice to any of the Credit Parties and without the necessity for any further hearings. Each of the Credit Parties hereby waives the making of any findings of fact and conclusions of law in the Final Consent Judgment, and waives the right to appeal, or otherwise contest the validity of the Final Consent Judgment, and hereby waives any and all objections and defenses of any nature or kind with respect to the entry of the Final Consent Judgment as contemplated hereby. Specifically, each of the Credit Parties hereby agrees as follows: (i) that the Court has proper jurisdiction for the TCA Pending Litigation, and each of the Credit Parties hereby knowingly and unconditionally consents to the jurisdiction and venue of such Court, and each of the Credit Parties waives any objection based on forum non conveniens; and (ii) that each of the Credit Parties hereby waives personal service of any and all process, and each of the Credit Parties consents that all such service of process, if not yet effectuated, may be made by certified mail directed and addressed to the Credit Parties, as applicable, at the address for the Borrower set forth in the Credit Agreement, and such service shall be effective three (3) Business Days after deposit of such certified mail in a regularly maintained receptacle for U.S. Mail, regardless whether same is accepted by the recipient, and regardless of whether the recipient executes any return receipt requested as part of such certified mail.

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7. Payment of Obligations. Notwithstanding anything contained in the Credit Agreement, the Settlement Agreement, or any other Loan Documents to the contrary, from and after the date hereof, payment for all Obligations due under the Credit Agreement, the Settlement Agreement, and the other Loan Documents (other than payment of the Original Advisory Fees and the New Advisory Fee, which shall be in accordance with Section 8 below) shall be made by Borrower to Lender in accordance with this Section 7.

(a) Monthly Payments. Commencing on April 30, 2016, and the thirtieth (30⁶) day of each consecutive calendar month thereafter, Borrower shall make payments to Lender, in the amounts set forth in the payment and amortization schedule which is attached to the Second Replacement Note.

(b) ACH Payment. Notwithstanding anything contained in the Credit Agreement or any other Loan Documents to the contrary, from and after the date hereof, payment for all sums due under the Credit Agreement, the Settlement Agreement, as amended hereby, the Second Replacement Note, and the other Loan Documents shall be made by Borrower to Lender through automatic debit payments to be made to Lender from bank accounts of Borrower using automated clearing house (“ACH„) transfers. The Borrower shall, simultaneously with the execution of this Agreement, execute and deliver to Lender an authorization agreement for direct payments whereby, among other things, Lender shall be irrevocably authorized to initiate ACH transfers from a bank account as designated in any such ACH authorization agreement (the “Payment Account„) to Lender in the amounts required under the Settlement Agreement, as amended hereby, the Credit Agreement, the Second Replacement Note, and all other Loan Documents. Lender’s authorization for direct ACH transfers as hereby provided shall be irrevocable and such ACH transfers shall continue until all Obligations are paid in full. For so long as any Obligations remain outstanding, Borrower shall: (i) not revoke Lender’s authority to initiate ACH transfers as hereby contemplated; (ii) not change, modify, close or otherwise affect the Payment Account; (iii) insure that all Receipts are deposited only into the Payment Account and insure that the Payment Account has sufficient funds at all times to make the payments contemplated hereby; and (iv) be responsible for all costs, expenses or other fees and charges incurred by Lender as a result of any failed or returned ACH transfers, whether resulting from insufficient sums being available in the Payment Account, or otherwise. The Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the requirements of this Section 7(b).

(c) Maturity Date. The Credit Agreement is hereby amended such that the Revolving Loan Maturity Date shall be extended to the earlier to occur of: (i) a date that is twenty-four (24) months from the Effective Date of this Second Amendment; (ii) upon prepayment of the Second Replacement Note and all other Obligations by Borrower; or (iii) the occurrence of an Event of Default or Future Default, and acceleration of the Second Replacement Note and all other Obligations pursuant to the Credit Agreement and other Loan Documents (the “Extended Maturity Date„). Notwithstanding anything contained in this Second Amendment to the contrary, all Obligations owing by the Borrower and all other Credit Parties under the Credit Agreement, the Settlement Agreement, as amended hereby, the Second Replacement Note, and all other Loan Documents shall be paid in full by the Extended Maturity Date.

(d) Interest Rate. The Obligations shall accrued interest from the effective date of the Second Replacement Note at the interest rate set forth in the Second Replacement Note. In addition, the Credit Agreement is hereby modified to provide that the Default Rate shall be, and is agreed upon, as twenty-four percent (24%) per annum, and upon the occurrence of a Future Default, all Obligations then outstanding shall thereafter accrue interest at such Default Rate.

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8.  Additional Advisory Fees Due. Credit Parties hereby agree and acknowledge that they have existing obligations to the Lender for advisory services previously provided, all in accordance with the Credit Agreement, in the amount of Six Hundred Thousand Dollars ($600,000) ($150,000 under the Original Credit Agreement and $450,000 under the First Amendment) (collectively, the “Oriminal Advisory Fees„). In addition, Credit Parties hereby agree and acknowledge that they have additional obligations to the Lender for advisory services provided by the Lender to the Credit Parties prior to the date of this Second Amendment in the amount of Three Hundred Thousand Dollars ($300,000) (the “New Advisory Fee„). The Borrower hereby agrees and confirms that the obligation to pay the Original Advisory Fees and the New Advisory Fee obligations contemplated by this Section 8 shall be an Obligation of the Borrower under the Credit Agreement, secured by the Security Agreements, the Guarantee Agreements, the Validity Guaranties, the UCC-1’s and all other Loan Documents, which sums shall be due and payable in accordance with the terms of the Credit Agreement, and specifically, the Borrower agrees and acknowledges that all of the Lender’s rights under Sections 2(g) and 2(h) of the Original Credit Agreement are and shall remain applicable, effective, and in full force and effect with respect to the Original Advisory Fees and the New Advisory Fee. In that regard, the Borrower agrees, acknowledges and confirms that in the event the Lender has not realized net proceeds from the sale of any Facility Fee Shares previously issued to Lender equal to at least the Original Advisory Fees and the New Advisory Fee by the Extended Maturity Date, then all such sums (less any cash proceeds received by the Lender from any previous sales of Facility Fee Shares, if any) shall be due and payable in full and for Dollars on the Extended Maturity Date, and any Facility Fee Shares then in Lender’s possession shall be returned to Borrower upon payment to Lender of all Obligations. In addition, the Borrower hereby acknowledges and agrees that the New Advisory Fee has been fully earned by Lender prior to the date hereof, and the Borrower’s obligation to pay the full amount of such New Advisory Fee as hereby provided shall be applicable and effective regardless of whether any additional Revolving Loans are made under the Credit Agreement, or whether the full amount of the Second Additional Advance is advanced and disbursed to the Borrower hereunder.

9.  Bank Account Controls. Simultaneously with the execution of this Second Amendment, the Credit Parties shall undertake all required actions, including providing Lender with proper approvals, administrative usernames, sign-in or log-in credentials, user names, passwords, and other required information (the “Access Details„), and otherwise changing the appropriate settings and controls on the online payment systems of the Borrower and all Corporate Guarantors, such that neither Borrower, nor any Corporate Guarantor, shall be able to initiate or send out any wire transfers or any other form of electronic payment through such online payment systems, from any of their bank accounts which now exist and any additional bank accounts of the Borrower or the Corporate Guarantors as may exist from time to time, including the Payment Account (the “Bank Accounts„), unless any such wire transfer or other electronic payment is first approved by Lender (it is anticipated that the online payment system of the Borrower and the Corporate Guarantors can be modified or set up to require that Lender provide a code or prior approval before any such wire transfer or other electronic payment can be made; provided, however, if such modifications or set-up cannot be accomplished, then the parties shall undertake other measures to implement the controls contemplated hereby). In any event, and all times while any Obligations remain outstanding, neither Borrower, nor any of the Corporate Guarantors, shall make any payment from any of its Bank Accounts, whether through a check, wire transfer, electronic payment, ACH authorization, or otherwise, unless any such payment is first approved by Lender. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the foregoing with respect to the Bank Accounts and the controls contemplated hereby. Credit Parties shall not undertake any action or give any direction with regard to any of the Bank Accounts that is in conflict with, changes, or is otherwise in derogation of the requirements and obligations of Credit Parties set forth in this paragraph.

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10.  Lender’s Conduct. As of the date of this Second Amendment, the Credit Parties hereby acknowledge and admit that: (i) the Lender has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Credit Agreement, the Settlement Agreement, or any other Loan Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Credit Agreement, the Settlement Agreement, or the Loan Documents, except as expressly set forth herein, or in the Credit Agreement, Settlement Agreement, and other Loan Documents.

11.  Redefined Terms. The term “Loan Documents,,, as defined in the Credit Agreement and as used in this Second Amendment and for all other purposes, shall be deemed to refer to and include this Second Amendment, the Second Replacement Note, the Pledge Agreement, and all other documents or instruments executed in connection with this Second Amendment.

12.  Representations and Warranties of the Borrower. The Borrower and each of the Corporate Guarantors hereby makes the following representations and warranties to the Lender:

(a) Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Borrower and each Corporate Guarantor of this Agreement, the Second Replacement Note, the Pledge Agreement, and all other documents executed and delivered in connection herewith and therewith, and the performance by Borrower and each Corporate Guarantor of all of their respective Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Borrower and each Corporate Guarantor and their board of directors pursuant to all applicable laws, and no other corporate action or consent on the part of the Borrower or any Corporate Guarantor, their board of directors, stockholders or any other Person is necessary or required by the Borrower or any Corporate Guarantor to execute this Agreement, the Second Replacement Note, the Pledge Agreement, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Borrower’s and Corporate Guarantor’s Obligations hereunder and thereunder. This Agreement, the Second Replacement Note, the Pledge Agreement, and each of the documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Borrower and each Corporate Guarantor (and the officer executing this Agreement and all such other documents for Borrower and each Corporate Guarantor is duly authorized to act and execute same on behalf of Borrower and each Corporate Guarantor) and constitute the valid and legally binding agreements of the Borrower and each Corporate Guarantor, enforceable against the Borrower and each Corporate Guarantor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

13.  Guarantor Affirmations. The Corporate Guarantors and Validity Guarantors do hereby acknowledge and agree as follows: (i) that they have each reviewed the terms of this Second Amendment, and each of them agrees to the terms hereof; (ii) that the Validity Guaranties and the Guarantee Agreements, and all representations, warranties, covenants, agreements and guaranties made by Validity Guarantors and Corporate Guarantors thereunder, respectively and as applicable, shall and do hereby apply to all Obligations of the Credit Parties as agreed upon thereunder, and all additional obligations agreed upon under the settlement Agreement, including this Second Amendment; (iii) that this Second. Amendment shall not in any way adversely affect or impair the obligations of the Validity Guarantors or the Corporate Guarantors to Lender under the Validity Guaranties and Guarantee Agreements, respectively and as applicable; and (iv) the Validity Guaranties and the Guarantee Agreements are hereby ratified, confirmed and continued as of the date of this Second Amendment.

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14.  Pledge of Validity Guarantor’s Stock. Pursuant to the Original Settlement Agreement, each of the Validity Guarantors has agreed to grant to Lender, its successors and assigns, under and pursuant to a Pledge Agreement in form and substance acceptable to Lender, a continuing, first-priority security interest in, and assignment, transference, mortgage, conveyance, pledge, and hypothecation of all of the Validity Guarantors’ right, title and interest in and to all of the shares and/or membership interests, as applicable, of the Borrower owned by such Validity Guarantors. In this regard, the Validity Guarantors and Borrower hereby agrees that simultaneously herewith, they shall each execute and deliver to Lender the Pledge Agreements in the form attached hereto as Exhibit “D” (the “Pledge Agreements„).

15.  Ratification. Except as modified hereby, the terms and provisions of the Settlement Agreement remain in full force and effect, are hereby ratified and confirmed and incorporated herein by this reference. Specifically, each of the Credit Parties hereby agrees that all confirmations and ratifications made by Credit Parties in Sections 7 and 8 of the Original Settlement Agreement, and that the indemnities, waivers and releases made by the Credit Parties under Sections 13 and 14 of the Original Settlement Agreement, are all hereby ratified and confirmed, as if re-made in their entirety in this Second Amendment by this reference, all as of, and through, the date of this Second Amendment.

16.  No Waiver. Neither this Second Amendment, nor shall Lender’s agreement to make the Second Additional Advance, be deemed or construed in any manner as a waiver by the Lender of any claims, Proceedings, defaults, Events of Default, breaches or misrepresentations by the Credit Parties under the Credit Agreement, the Settlement Agreement, as amended hereby, or any other Loan Documents, or any of Lender’s rights or remedies in connection therewith.

17.  Execution. This Second Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Second Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf„ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf„ signature page was an original thereof.

[Signatures on the following page’

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IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment as of the day and year first above written.

BORROWER:
ONCOLOGIX TECH, INC.,
a Nevada corporation
By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin
Title:	CEO

GUARANTORS:
AMIAN ANGELS, INC.,		DOTOLO RESEARCH CORPORATION,
(f/k/a Angels of Mercy, Inc.)		a Louisiana corporation
A Louisiana corporation
By:	/s/ Roy Wayne Erwin	By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin	Name:	Roy Wayne Erwin
Title:	CEO	Title:	CEO

ESTEEMCARE, INC.,		AFFORDABLE MEDICAL EQUIPMENT
a South Carolina corporation		SOLUTIONS, INC.,
		a Florida corporation
By:	/s/ Roy Wayne Erwin	By:	/s/ Roy Wayne Erwin
Name:	Roy Wayne Erwin	Name:	Roy Wayne Erwin
Title:	CEO	Title:	CEO

MICHAEL A. KRAMARZ,		ROY WAYNE ERWIN,
an Individual		an Individual
By:	/s/ Michael A. Kramarz	By:	/s/ Roy Wayne Erwin
Name:	Michael A. Kramarz	Name:	Roy Wayne Erwin

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LENDER:

TCA GLOBAL CREDIT MASTER FUND, LP

By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:
	Robert Press, Director

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EXHIBIT “A”

SECOND REPLACEMENT NOTE

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EX-99.4

EXHIBIT 99.4

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(B)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(8)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

SECOND REPLACEMENT PROMISSORY NOTE

Issuance and Effective Date: as of April 8, 2016

$2,113,008.53

FOR VALUE RECEIVED, ONCOLOGIX TECH, INC., a Nevada corporation (“Borrower”), whose address is P.O. Box 8832, Grand Rapids, Michigan 49518, hereby promises to pay to the order of TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, with an office located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, and its successors or assigns (collectively, the “Holder”), on or before the Extended Maturity Date (as defined in the Credit Agreement): (i) the principal amount of Two Million One Hundred Thirteen Thousand Eight and 5³/₁00 Dollars ($2,113,008.53); together with (ii) interest on the unpaid principal balance hereof at the rate of eighteen percent (18%) per annum (the “Interest Rate”) commencing as of the effective date hereof; together with (iii) all other Obligations due, owing and payable under the terms of the Credit Agreement and all other Loan Documents, all in accordance with the terms hereof and the terms and provisions of that certain Credit Agreement between the Borrower and the Holder dated as of November 30, 2015, but made effective as of January 3, 2014 (the “Original Credit Agreement”), as amended by Amendment No. 1 to Credit Agreement, dated effective as of September 25, 2014 (the “First Amendment”), as amended by the Settlement Agreement dated as of February 5, 2016 (the “Original Settlement Agreement”), as amended by the First Amendment to Settlement Agreement dated as of February 23, 2016 (the “First Amended Settlement Agreement”), as amended by the Second Amendment to Settlement Agreement dated as of even date herewith (the “Second Amended Settlement Agreement”) (the Original Credit Agreement, the First Amendment, the Original Settlement Agreement, the First Amended Settlement Agreement, and the Second Amended Settlement Agreement, together with all other renewals, extensions, future advances, amendments, modifications, substitutions, or replacements thereof, sometimes collectively referred to as the “Credit Agreement”). This Second Replacement Promissory Note (this note, and all modifications, extensions, future advances, supplements, and renewals thereof, and any substitutions therefor, hereinafter referred to as the “Note) shall be payable in accordance with the terms of the Credit Agreement and the specific terms set forth below. Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

This Note is being executed in substitution for and to supersede the Amended and Restated Revolving Convertible Promissory Note issued and effective September 25, 2014, by Borrower to Lender (the “Amended and Restated Note”), in its entirety. It is the intention of the Borrower and Lender that while this Note replaces and supersedes the Amended and Restated Note, in its entirety, it is not in payment or satisfaction of the Amended and Restated Note, but rather is the substitute of one evidence of debt for another without any intent to extinguish the old. Nothing contained in this Note shall be deemed to extinguish the indebtedness and obligations evidenced by the Amended and Restated Note or constitute a novation of the indebtedness evidenced by the Amended and Restated Note.

1. Payments.

(a) Payment Premium. In addition to the interest at the Interest Rate accruing under this Note, there shall be due and payable under this Note a payment premium in accordance with the “Payment Schedule” (as hereinafter defined), which is for payment of accrued and unpaid interest, and certain other past due fees and charges due and payable under the Credit Agreement as of the date hereof and not included within the principal balance hereof, amortized over the term of this Note (the “Premium”), which Premium shall be due and payable as provided below.

(b) Monthly Payments. The Borrower shall make monthly payments of principal, interest, and a corresponding amount of Premium to the Holder, commencing on the thirtieth (30th) day of April, 2016 and on the thirtieth (30th) day of each consecutive calendar month thereafter (except for February which such payment will be due on the final day of the calendar month) while this Note is outstanding, until the Extended Maturity Date, based on the payment and amortization schedule attached hereto as Exhibit “A” (the “Payment Schedule”). In the event the thirtieth (30’’) day of any calendar month on which a payment is due hereunder is not a Business Day, then said payment shall be due on the first Business Day thereafter occurring.

(c) Prepayment Prior to Maturity. The Borrower, at its option, shall have the right to prepay this Note in full and for cash, at any time prior to the Extended Maturity Date, with three (3) Business Days advance written notice (the “Prepayment Notice”) to the Holder. The amount required to prepay this Note in full pursuant to this Section 1(c) shall be equal to: (i) the aggregate principal amount then outstanding under this Note; plus (ii) all accrued and unpaid interest due under this Note as of the prepayment date; plus (iii) all accrued and unpaid Premium due under this Note as of the prepayment date; plus (iv) all other costs, fees, charges, and all other Obligations due and payable hereunder or under any other “Loan Documents” (as hereinafter defined) (collectively, the “Prepayment Amount”). The Borrower shall deliver the Prepayment Amount to the Holder on the third (3¹d) Business Day after the date of the Prepayment Notice.

(d) Payment at Maturity. The principal amount of this Note, together with all accrued and unpaid interest, all accrued and unpaid Premium, and all other sums due and payable hereunder and/or under any other Loan Documents, are and shall be due and payable in full to the Holder by no later than 2:00 P.M., EST, on the Extended Maturity Date.

(e) Payment of Default Interest. Any amount of principal, interest, Premium, or other sums due on this Note or any other Loan Documents which are not paid when due shall bear interest from the date due until such past due amount is paid in full at the Default Rate.

(f) Late Fee. If all or any portion of the payments of principal, interest, Premium, or other charges due hereunder are not received by the Holder within five (5) days of the date such payment is due, then the Borrower shall pay to the Holder a late charge (in addition to any other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned to Holder for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus a $100.00 administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but not actually received by Holder, and the Borrower shall not be discharged from the obligation to make such payments due to loss of same in the mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by Holder.

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(g) General Payment Provisions. Interest shall be calculated on the basis of a 360-day year, and shall accrue daily on the outstanding principal amount outstanding from time to time for the actual number of days elapsed, commencing as of the effective date hereof until payment in full of the outstanding principal, together with all accrued and unpaid interest, Premium, and other amounts which may become due hereunder or under any Loan Documents, has been received and cleared to the Holder. All payments received and actually collected by Holder hereunder shall be applied first to any costs, fees and expenses due or incurred hereunder or under any other Loan Documents, second to payment of the Premium due hereunder, third to accrued and unpaid interest hereunder, and last to reduce the outstanding principal balance of this Note. All payments on this Note shall be made in lawful money of the United States of America in the manner required by the Credit Agreement.

2. Secured Nature of Note. This Note is being issued in connection with the Credit Agreement. The indebtedness evidenced by this Note is also secured by all of the Collateral of the Borrower and various other instruments and documents referred to in the Credit Agreement as the “Loan Documents” (which term shall have the same meaning in this Note as such term is given in the Credit Agreement). All of the agreements, conditions, covenants, provisions, representations, warranties and stipulations contained in any of the Loan Documents which are to be kept and performed by the Borrower are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein, and the Borrower covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with their terms.

3. Defaults and Remedies.

(a) Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: (i) the Borrower shall fail to pay any installment of interest, principal, Premium, or other sums due under this Note or any other Loan Documents when any such payment shall be due and payable; (ii) the Borrower or any of its Subsidiaries makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Borrower or any of its Subsidiaries, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Borrower or any of its Subsidiaries, insolvent, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (v) the Borrower or any of its Subsidiaries files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Borrower or any of its Subsidiaries admits, in writing, its inability to pay its debts as they become due; (vii) a proceeding or petition in bankruptcy is filed against the Borrower or any of its Subsidiaries, and such proceeding or petition is not dismissed within thirty (30) days from the date it is filed; (viii) the Borrower or any of its Subsidiaries files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; (ix) the occurrence of any breach, default, “Event of Default” (as such term may be defined in any of the other Loan Documents), or “Future Default” (as such term is defined in the Second Amended Settlement Agreement) under the Credit Agreement or any other Loan Documents; or (x) the Borrower shall fail to perform, comply with or abide by any of the material stipulations, agreements, conditions and/or covenants contained in this Note or any other Loan Documents on the part of the Borrower to be performed, complied with, or abided by, and such failure is not cured within ten (10) days after written notice of such failure is delivered by Holder to the Borrower (provided that if the failure to perform or default in performance is not capable of being cured, in Holder’s sole discretion, then the cure period set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default hereunder).

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(b) Remedies. Upon the occurrence of an Event of Default, the interest on this Note shall immediately accrue at the Default Rate, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with all Premium amounts due thereon, together with all other fees, charges and amounts due under any Loan Documents, together with all attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other Obligations due by the Borrower hereunder and under the Loan Documents, and all such amounts shall thereafter accrue interest at the Default Rate, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Note or any of the other Loan Documents. In connection with the Holder’s rights hereunder upon an Event of Default, the Holder need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law.

(c) Exercise of Remedies. The remedies of the Holder as provided herein and in any of the other Loan Documents shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

4. Lost or Stolen Note. Upon notice to the Borrower of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Borrower in a form reasonably acceptable to the Borrower and customary for similar circumstances in commercial lender/borrower circumstances, and, in the case of mutilation, upon surrender and cancellation of the mutilated Note, the Borrower shall promptly execute and deliver a new Note of like tenor and date and in substantially the same form as this Note.

5. Cancellation. After all principal, accrued interest, Premium, and all other Obligations at any time owed on this Note or any other Loan Documents have been indefeasibly paid in full, and there are no existing or outstanding commitments for Holder to make any loans or other advances of credit to Borrower under the Credit Agreement or otherwise, this Note shall be canceled by Holder.

6. Waivers. Borrower hereby waives and releases all benefit that might accrue to the Borrower by virtue of any present or future laws exempting any property that may serve as security for this Note, or any other property or Collateral, real or personal, or any part of the proceeds arising from any sale of any such property or Collateral, from attachment, levy, or sale under execution, exemption from civil process, or extension of time for payment, including, without limitation, any and all homestead exemption rights of the Borrower; and the Borrower agrees that any property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole or in part in any order or manner desired by Holder. In addition, the Borrower and all others who are, or may become liable for the payment hereof: (i) severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest of this Note or the other Loan Documents, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note or the other Loan Documents; (ii) expressly consent to all extensions of time, renewals or postponements of time of payment of this Note or the other Loan Documents from time to time prior to or after the maturity of this Note without notice, consent or further consideration to any of the foregoing; (iii) expressly agree that the Holder shall not be required first to institute any suit, or to exhaust its remedies against the Borrower, or any other Person or party to become liable hereunder or against any Collateral that may secure this Note in order to enforce the payment of this Note; and (iv) expressly agree that, notwithstanding the occurrence of any of the foregoing (except the express written release by the Holder of any such Person), the undersigned shall be and remain, directly and primarily liable for all sums due under this Note.

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7. Governing Law; Venue. The Borrower irrevocably agrees that any dispute arising under, relating to, or in connection with, directly or indirectly, this Note or related to any matter which is the subject of or incidental to this Note (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located in Broward County, Florida. This provision is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with Florida law. Borrower hereby consents to the exclusive jurisdiction and venue of any state or federal court having its situs in said county (or to any other jurisdiction or venue, if Holder so elects), and waives any objection based on forum non conveniens. Borrower hereby waives personal service of any and all process and consents that all such service of process may be made by certified mail, return receipt requested, directed to Borrower, as applicable, as set forth herein or in the manner provided by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and provisions hereof and the rights and obligations of the Borrower and Holder hereunder shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.

8. Expenses. The Borrower agrees to pay and reimburse the Holder upon demand for all costs and expenses (including, without limitation, attorneys’ fees and expenses) that the Holder may incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise); or (ii) the failure by the Borrower to perform or observe any of the provisions hereof. The provisions of this Section 8 shall survive the execution and delivery of this Note, the repayment of any or all of the Obligations, and the termination of this Note.

9. Waiver of Jury Trail. THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS NOTE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE BORROWER AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS NOTE FROM THE BORROWER. THE BORROWER’S REASONABLE RELIANCE UPON SUCH INDUCEMENT IS HEREBY ACKNOWLEDGED.

10. Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Borrower and the Holder and shall not be construed against any person as the drafter hereof.

11. Failure or Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder or under any Loan Documents, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

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12. Notice. Notice shall be given to each party at the address for such party set forth in the Credit Agreement, and such notice shall be deemed properly given in accordance with the notice provisions set forth in the Credit Agreement.

13. Usury Savings Clause. Notwithstanding any provision in this Note or the other Loan Documents, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Borrower, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

14. Binding Effect. This Note shall be binding upon the Borrower and the successors and assigns of the Borrower and shall inure to the benefit of Holder and the successors and assigns of Holder.

15. Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

16. Participations. Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, without any requirement to obtain the Borrower’s written consent or approval. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Borrower (to the extent of such holder’s interest or participation), in each case as fully as though the Borrower was directly indebted to such holder. Holder may in its discretion give notice to the Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder’s or such holder’s rights hereunder.

17. Amendments. The provisions of this Note may be changed only by a written agreement executed by the Borrower and Holder.

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18. Conversion of Note. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Borrower and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the common stock, which has a par value of $0.001 per share (the “Common Stock”) of the Borrower, in accordance with the terms and conditions set forth below.

(d) Voluntary Conversion. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Borrower and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, Premium, if applicable, and any other sums due and payable hereunder or under any other Loan Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Borrower (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty-five percent (85%) of the lowest of the daily volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the Conversion Date, which price shall be indicated in the conversion notice (in the form attached hereto as Exhibit “B”, the “Conversion Notice”) (the denominator) (the “Conversion Price”). The Holder shall submit a Conversion Notice indicating the Conversion Amount, the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(e) The Holder’s Conversion Limitations. The Borrower shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s Affiliates and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Holder shall have the right to request that the Borrower provide to the Holder a written statement of the percentage ownership of the Borrower’s Common Stock that would be beneficially owned by the Holder and its Affiliates in the Borrower if the Holder converted such portion of this Note then intended to be converted by Holder. The Borrower shall, within two (2) Business Days of such request, provide Holder with the requested information in a written statement, and the Holder shall be entitled to rely on such written statement from the Borrower in issuing its Conversion Notice and ensuring that its ownership of the Borrower’s Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder, in whole or in part, upon notice not less than sixty-one (61) days prior written notice from the Holder to the Borrower to increase such percentage.

For purposes of this Note, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The limitations contained in this Section shall apply to a successor holder of this Note.

Mechanics of Conversion. The conversion of this Note shall be conducted in the

following manner:

(i) To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Borrower’s transfer agent).

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(ii) Borrower’s Response. Upon receipt by the Borrower of a copy of a Conversion Notice, the Borrower shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Borrower will process such Conversion Notice in accordance with the terms herein. In the event the Borrower fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Borrower’s transfer agent, and pursuant to the terms of the Loan Documents, the Borrower’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), provided that the Borrower’s transfer agent is participating in the Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Loan Documents, the Holder may request and require the Borrower’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Borrower fails to issue the Conversion Confirmation), the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the Loan Documents, the Holder may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder, or its designees, for the number of Conversion Shares to which the Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest, Premium, if applicable, and other sums due hereunder, has been so converted. Subject to the make-whole rights below, conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(iii) Record Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(iv) Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Borrower shall promptly return to the Holder any original Note delivered to the Borrower and the Holder shall promptly return to the Borrower the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Borrower.

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(v) Obligation Absolute, Partial Liquidated Damages. The Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Borrower of any such action the Borrower may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest and Premium, if applicable, thereon in accordance with the terms of this Note, the Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Borrower posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Borrower shall issue Conversion Shares upon a properly noticed conversion. If the Borrower fails for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Note, the Borrower shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Note, the other Loan Documents, or any agreement securing the indebtedness under this Note for the Borrower’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Borrower’s transfer agent in accordance with the Loan Documents, in the event for any reason the Borrower fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.

(vi) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Borrower.

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(g) Make-Whole Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “Realized Amount”), the Borrower shall issue to the Holder additional shares of the Borrower’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Borrower’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Holder delivers notice (the “Make-Whole Notice”) to the Borrower that such additional shares are requested by the Holder (the “Make-Whole Stock Price”) (such number of additional shares to be issued, the “Make-Whole Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Borrower shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth in Subsection (c)(ii) above. Subsections (cXiii), (c)(iv), (c)(v) and (c)(vi) above shall be applicable to the issuance of the Make-Whole Shares. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s Common Stock. Following the sale of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Borrower following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices shall continue until the Conversion Amount has been fully satisfied; (ii) in the event that the Holder received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

(h) Adjustments to Conversion Price. The adjustments set forth in Sections (e)(i) and (e)(ii) below shall be applicable only to the extent the Conversion Price of the Common Stock does not already reflect an adjustment for any of such events.

(i) Stock Dividends and Stock Splits. If the Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Borrower, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Borrower) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

(ii) Fundamental Transaction. If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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(iii) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Note, the Borrower shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(iv) Notice to Allow Conversion by Holder. If: (A) the Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower, then, in each case, the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Borrower’s records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Note during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

19. Non-U.S. Status. THE HOLDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. THE INTEREST PAYABLE HEREUNDER IS PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(BX4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(8X4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

[Signature page follows]

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VOMIT “A”

PAYMENT SCHEDULE

Payment Date	Payment No.		Interest Payment		Prin. Payment		Redemption Premium		Total Payable		Balance Outstanding
4/30/16		1	$	31,695.13	$	0	$	0	$	31,695.13	$	2,113,008.53
5/30/16		2	$	31,695.13	$	0	$	0	$	31,695.13	$	2,113,008.53
6/30/16		3	$	31,695.13	$	81,780.44	$	11,785.54	$	125,261.10	$	2,031,228.09
7/30/16		4	$	30,468.42	$	83,007.14	$	11,785.54	$	125,261.10	$	1,948,220.95
8/30/16		5	$	29,223.31	$	84,252.25	$	11,785.54	$	125,261.10	$	1,863,968.70
9/30/16		6	$	27,959.53	$	85,516.03	$	11,785.54	$	125,261.10	$	1,778,452.67
10/30/16		7	$	26,676.79	$	86,798.77	$	11,785.54	$	125,261.10	$	1,691,653.90
11/30/16		8	$	25,374.81	$	88,100.75	$	11,785.54	$	125,261.10	$	1,603,553.14
12/30/16		9	$	24,053.30	$	89,422.27	$	11,785.54	$	125,261.10	$	1,514,130.88
1/30/17		10	$	22,711.96	$	90,763.60	$	11,785.54	$	125,261.10	$	1,423,367.28
2/28/17		11	$	21,350.51	$	92,125.05	$	11,785.54	$	125,261.10	$	1,331,242.22
3/30/17		12	$	19,968.63	$	93,506.93	$	11,785.54	$	125,261.10	$	1,237,735.30
4/30/17		13	$	18,566.03	$	94,909.53	$	11,785.54	$	125,261.10	$	1,142,825.76
5/30/17		14	$	17,142.39	$	96,333.18	$	11,785.54	$	125,261.10	$	1,046,492.58
6/30/17		15	$	15,697.39	$	97,778.17	$	11,785.54	$	125,261.10	$	948,714.41
7/30/17		16	$	14,230.72	$	99,244.85	$	11,785.54	$	125,261.10	$	849,469.56
8/30/17		17	$	12,742.04	$	100,733.52	$	11,785.54	$	125,261.10	$	748,736.04
9/30/17		18	$	11,231.04	$	102,244.52	$	11,785.54	$	125,261.10	$	646,491.52
10/30/17		19	$	9,697.37	$	103,778.19	$	11,785.54	$	125,261.10	$	542,713.33
11/30/17		20	$	8,140.70	$	105,334.86	$	11,785.54	$	125,261.10	$	437,378.47
12/30/17		21	$	6,560.68	$	106,914.89	$	11,785.54	$	125,261.10	$	330,463.58
1/30/18		22	$	4,956.95	$	108,518.61	$	11,785.54	$	125,261.10	$	221,944.97
2/28/18		23	$	3,329.17	$	110,146.39	$	11,785.54	$	125,261.10	$	111,798.58
3/30/18		24	$	1,676.98	$	111,798.58	$	11,785.54	$	125,261.10	$	0

BORROWER INITIALS______________

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