Exhibit 10.3

NOTE PURCHASE AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into on the 23rd day of March, 2017, by and between P&G Holdings LLC, a New York limited liability company (“Seller”) and Zika Diagnostics, Inc. F/K/A Watermark Group, Inc., a Nevada corporation (“Buyer”) (collectively, the “Parties”).

Recitals 

WHEREAS, the Seller is the original holder of that certain Promissory Note dated November 1, 2011, as amended July 7, 2015 and December 11, 2015 (“Note”) from WSN Studios, Inc., a Nevada corporation.

WHEREAS, the principal balance on the Note is $172,450.75, plus interest accruing at 6% per annum.

WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer the Note and all rights of the Seller under the Note, including the rights to the principal, interest or penalties under the Note, upon the terms and conditions hereinafter set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

1. Purchase and Sale of the Note. 

Upon the terms and conditions herein contained, at the Closing, as hereinafter defined, the Seller hereby sells, assigns and transfers to the Buyer and the Buyer agrees to purchase from the Seller all of the rights of the Seller in and to the Note, as of the date of the Closing, and all rights thereto, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.

2. Purchase Price. 

The purchase price for the Note ("Purchase Price") shall be the Buyer's payment of Two hundred Twelve Thousand Five Hundred Dollars in US funds (US $212,500) to the Seller.

3. Termination of the August 29, 2016 Agreement 

 On August 29, 2016, Zika Diagnostics, Inc. F/K/A Watermark Group, Inc. entered into an agreement entitled “Change in Control and P&G Holdings LLC Promissory Note” (the “Control Agreement”) whereby Seller was a third-party beneficiary.¹  The Parties agree that the rights granted to Seller and any subsequent holder of the Note, including Buyer, thereunder are void ab initio and the Parties agree that the Control Agreement is terminated.  

¹ A copy of the Control Agreement is annexed hereto as Exhibit A.

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4. Closing. 

The closing of the transactions contemplated by this Agreement ("Closing") shall take place simultaneously with the execution of the Agreement and delivery of the Purchase Price to Seller via wire transfer of immediately available funds.

5. Representations and Warranties of Seller.  The Seller hereby represents and warrants to the Buyer as follows: 

5.1 Status of the Seller and the Note.  The Seller is the beneficial owner of the Note, and such the Note is free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims, whatsoever. The Note is currently outstanding and represents a bona fide debt obligation of Zika Diagnostics, Inc.   

5.2 Authorization; Enforcement.  (i) Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to sell the Note, in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated hereby, including without limitation, the sale of the Note to the Buyer,  have been duly authorized by the Seller and no further consent or authorization of the Seller or its members is required, (iii) this Agreement has been duly executed and delivered by the Seller, and (iv) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application. 

5.3 No Conflicts.  The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby, including, without limitation, the sale of the Note to the Buyer will not (i) conflict with or result in a violation of any provision of its certificate of formation or other organizational documents, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default, or an event which with notice or lapse of time or both could become a default, under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture or other instrument to which Seller are a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree, including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Seller are subject, applicable to the  Seller or the Note are bound or affected.  The Seller is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof. 

5.4 Title; Rule 144 Matters.  Seller has good and marketable title to the Note, free and clear of all liens, pledges and encumbrances of any kind.  Seller is not, and for a period of at least ninety (90) days prior to the date hereof, has not been, an “affiliate” of Zika Diagnostic, Inc., as that term is defined in Rule 144 of the Securities Act of 1933, as amended (“1933 Act”). Subsequent to the Closing, Seller will take no action which would adversely affect the tacking for the benefit of the Buyer of Seller’s holding period under Rule 144.  

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5.5 Dismissal of Litigation.  Seller will dismiss with prejudice Seller’s action against all Defendants in the Zika Diagnostics, Inc. F/K/A Watermark Group, Inc. et al. matter in the United States District Court for the Eastern District of New York captioned P&G Holdings LLC vs. Zika Diagnostics, Inc. F/K/A Watermark Group, Inc. et al.  Seller shall deliver evidence satisfactory to Buyer of the dismissal of the litigation within two business days of Closing.