Secured Loan Agreement

THIS SECURED LOAN AGREEMENT, is made this March 26th, 2019 ("Execution Date"), by and between Sholom Goodman ("Borrower"), and Kevin A. ("Lender") for the purposes of providing the Loan Amount (as defined below) according to the terms set forth below in this agreement (the "Agreement"). Lender and Borrower shall collectively be known herein as the "Parties". In determining the rights and duties of the Parties under this Agreement, the entire document must be read as a whole.

CONSIDERATION

FOR VALUE RECEIVED, Borrower promises to pay Lender the sum of One Hundred Thousand Dollars ($100,000.00 USD) (hereinafter the "Loan Amount"), and the Interest as explained below.

ADDITIONAL LOAN TERMS

A. Representations and Warranties. Both Parties hereby represent and warrant that they have the rights to enter into this Agreement, and is binding upon both Parties upon receipt by Borrower of the Loan Amount from Lender.

B. Method of Loan Payment. The Lender shall have satisfied all obligations called for under this Agreement by receipt by Borrower of the Loan Amount ("Funding").

C. Term. Borrower shall repay the Loan Amount and Interest within Thirty (30) months from the Execution Date, but no sooner than Thirty (30) days from the Execution Date ("Term").

D. Method of Full Loan Repayment. Borrower shall have satisfied all obligations called for under this Agreement by receipt by Lender of the Loan Amount and Interest, as defined below, accrued under the terms of this Agreement ("Repayment").

E. Interest. Interest on the Loan Amount shall accrue at an annual rate of Ten Percent (10%) per annum ("Annual Rate"), and shall be calculated as a pro-rata amount of the Annual Rate from time of Funding until Repayment ("Interest").

F. Monthly Payments. Beginning April 1st, 2019, Borrower shall make monthly interest-only payments to Lender in the amount of Eight Hundred Thirty-Three dollars and Thirty-Three cents ($833.33)("Interest Payments"). Starting Six (6) months from the Execution Date, on October 1st, 2019, Borrower shall begin to make monthly principal payments to Lender in the amount of Four Thousand One Hundred Sixty-Six dollars and Sixty-Six cents ($4,166.66)("Principal Payments"), for a total monthly principal and interest payment to Lender of Five Thousand dollars ($5,000)("Monthly Payments").

G. Security and Personal Guarantee. Borrower represents and warrants that the Loan Amount, this Agreement, and any funds owed to Lender from Borrower hereunder, are secured by Borrower's sufficient ownership interest in the property located at 932 South Westmoreland Ave., Los Angeles, California 90006 ("Security"), that it has the right to encumber the Security, and that Borrower shall have adequate recourse against the Security if Borrower does not make Repayment under this Agreement. Further, Borrower agrees to not encumber the Security, or otherwise effect Lender's priority in the Security, beyond the existing mortgage on the Security, without allowing Lender to gain a priority security interest in the Security in relation to any such subsequent encumbrance. Regardless of the sufficiency of the Security as security for this Agreement, Borrower extends a personal guarantee for this Agreement for any funds not satisfied by the Security ("Personal Guarantee"), if any, or if Lender prefers to be made whole through the Personal Guarantee instead of the Security.

H. Governing Law.

a. Lender and Borrower hereby agree that, Subject to Paragraph G(b) below, this Agreement, and any dispute arising hereunder, shall be subject to the exclusive jurisdiction of the federal and state courts located in the city and county of Los Angeles and the State of California.

b. Lender and Borrower hereby agree that any controversy, claim, or dispute arising out of or related to this Agreement, or the interpretation, performance, or breach hereof shall first be attempted to be resolved through mediation. However if mediation is unsuccessful, such dispute will be submitted for binding arbitration in Los Angeles County, California, and shall be initiated and conducted according to the then-current rules of the American Arbitration Association. Any such ruling shall be considered final resolution of any such dispute.

c. In any claim, the prevailing party shall be entitled to reasonable costs and fees, including reasonable attorney's fees, incurred in bringing or defending any claim. Prevailing party shall be defined as the Party to whom judgment is entered in favor of.

I. Entire Agreement.

a. This Agreement constitutes the entire agreement of the Parties and supersedes all prior or contemporaneous oral or written agreements, concerning the subject matter covered and anticipated under this Agreement.

b. Lender and Borrower explicitly agree that they have been afforded ample time to consult independent counsel prior to entering into this Agreement and that neither Lender nor Borrower drafted this Agreement. As such, this Agreement shall not be construed against either Lender or Borrower.

J. Severability.

a. If any provision of this Agreement is found to be illegal, invalid, or unenforceable:

i. that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision; and

ii. the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

b. If the entire Agreement is found to be illegal, invalid, or unenforceable, that Sections F and G of this Agreement shall survive.

IN WITNESS WHEREOF, Lender and Borrower have executed this Agreement on this 26th day of March, 2019.