Vision Industries Corp. (fka VIICQ)

[johnny smartask]

Our articles of incorporation could be amended at any time by a small group of persons, who control over 50% of the our shares.

On February 4, 2013, the Company entered into a new agreement with QIF Malta 1 Ltd. (“QIF”), for a principal sum of $1,290,000,
plus the previous loan amount of $500,000 (dated September 12, 2012), which included outstanding interest, pursuant to a new Loan
Agreement (“New Loan”). The outstanding principal balance of the New Loan bears interest at the rate of 8% per annum and does not
include a conversion feature. The total amount due of $1,790,000, plus outstanding interest, is payable to QIF in three equal
installments on October 31, 2013, November 30, 2013, and June 30, 2014. The New Loan also includes a non-dilution clause, applied
to QIF and to five other entities that collectively held a 57% majority interest in Vision.