EXHIBIT 10.1


<PAGE>

                           [ EARTH SCIENCE TECH, INC.]

May 28, 2015

Messrs. Shayan Haye and Muhammad Humza:

Gentlemen:

This letter is to confirm our mutual  agreement with respect to (Shayan Haye and
Muhammad Humza) creating a company called "The Medics USA, Inc.", domiciled as a
New Jersey  corporation,  for the purpose of distributing  CBD enriched hemp oil
and all other related products.

This agreement, allows you to become a distributor on an exclusive basis subject
to the below  conditions,  on all the products we manufacture  and market in the
State of New York, the State of New Jersey and the Sovereign State of Pakistan.

The Medics USA will  purchase  product from us as necessary to fill the needs of
the customers developed in the territory you have been awarded.  The branding on
all products will be exclusively  "EARTH SCIENCE TECH" (unless  modified for any
reason) and no labeling may be affixed without prior written  approval.  We will
at all  times  recognize  that  although  the  customers  developed  are for our
products,  the client relationship belongs to you. Upon periodic notification of
your  new  customers  as  well as your  existing  ones,  the  Company  will  not
circumvent  you in any way; and if any such  customers  attempt to deal directly
with us, we will immediately refer them to you. Additionally, if you should sell
to a customer outside your exclusive territory,  that customer will remain yours
and will be treated as though they were located inside your exclusive territory.
This will exist for the life of the  agreement.  Although  it is  required  as a
general  matter that all customers be registered  with us, we are  prohibited to
sell to any customer in your territory, being on an individual basis, registered
or not.

To maintain exclusivity a minimum sales criteria must be met follows:. A) During
the first year of the distributorship,  you must achieve total sales of at least
$1,800,000.00  B) In each successive  year,  sales must increase by 10% which is
equivalent  to,  $1,980,000.00  in the second year and C)  $2,178,000.00  in the
third  year.  The  contract is for three  years,  renewable  by mutual  consent.
Regarding  the minimums,  we will address them at 3-month  intervals and monitor
them  accordingly.  In the first year,  meeting the minimum will  require  total
quarterly  sales of at least  $450,000.00  - 25% of the yearly  minimum  for the
first year.  This will increase  proportionately  in the second and third years,
consistent with the increased minimums applicable to those years. If total sales
in any quarter fail to meet the portion of the yearly minimum applicable to that
year, the shortfall must be made up in the following  quarter for exclusivity to
continue.   Also,   continuing  to  maintain   exclusivity  is  that  no  single
jurisdiction  of the three which  comprise the  territory can have sales of less
than  $200,000.00 in any quarter.  If that should occur,  we may opt to withdraw
exclusivity,  only in that jurisdiction  regardless of the level of sales in the
other parts of the  territory.  Alternatively,  in the event of a  shortfall  in
either the  entire  territory  or any  jurisdiction  within  it, we may  require
corrective  measures  designed  to  stimulate  sales  on  such  terms  as we may
establish.  In either event, if there is a continued failure to achieve required
sales levels  and/or  comply with  requirements  in place,  our agreement may be
terminated by written notice.

Within the spirit of our  relationship,  we intend to advertise  and promote our
brand in the territory,  country and  internationally  and wherever  possible to
provide you with leads and incentives.

The pricing for our products will be  established by a separate price list which
you will be asked to review,  approve  and  initial.  We reserve  the right,  to
adjust  the price from time to time as the market  conditions  dictate,  but you
will always retain a price lower than any other distributor.

Please note that Earth  Science Tech will continue to advertise and promote on a
worldwide  basis  and  anticipates  establishing  its  brand  with  considerable
penetration.  If we should  acquire a client in the  territory  or  consummate a
broad-based deal there,  you will receive,  as the distributor of that territory
as long as your  exclusivity  is intact,  10% of net sales  achieved  as long as
sales  continue  regardless of the status of this  agreement.  For clarity,  ten
percent  (10%) of the net profit being defined as gross sales less cost of goods
sold - will be  disbursed by us on a monthly  basis for deals in this  category.
All goods that require  shipping in your  territory  will be routed  through you
including deals closed by us where you have minimal involvement.  It should also

<PAGE>

be clear that we will take care of our own  labeling and shipping for deals that
we bring to the table so that no additional expense will incur.

If you are asked to have additional involvement or work in connection with deals
that we coordinate in your territory,  you will be compensated,  however,  after
prior arrangement and specific agreements are mutually acceptable.

Secure  packing  will  be the  responsibility  of  EST  along  with  broad-based
advertising and marketing.

After  accepting  purchase  orders that can be delayed due to lack of product or
for any other  practical  reason which  prevents you from filling the order in a
timely manner, such orders will be counted against your minimum requirements. If
other adjustments are necessary to satisfy customers they can be negotiated in a
spirit of cooperation between us.

This  agreement  stays in force and  nothing in writing and or signed can modify
it. EST represents we are not partners, joint venturers or mutual agents. We are
independent  companies each of which speak,  acts and performs for itself.  If a
dispute arises and we can't resolve it between  ourselves and formal  procedures
are  necessary,  jurisdiction  will be in the courts of Florida for all purposes
and Florida law will apply.

The  terms  of  this  agreement   including  pricing   arrangements,   supplies,
formulations, practices, prospects, plans or potentials is confidential and will
not  under  any   circumstances   to  be  divulged  outside  the  orbit  of  our
relationship.

All payments are expected to be by wire transfer and no credit  transactions are
anticipated.  You will be fully  insured  for  product  liability  as will we. A
certificate of Insurance will be required naming EST as additionally insured.

We own and will continue to own the relevant patents and trademarks and maintain
exclusive  control over them.  Any suspected  Infringement  must be  immediately
reported  to us.  Conversely,  any  claim  that we may  infringe  on needs to be
immediately  reported.  If its  determined  that either party has breached  this
agreement  by a court of competent  jurisdiction  and  prevails  accordingly  in
litigation, that party may recover its attorney's fees as well as any damages.

If agreed -, please  countersign  below and return to me for  execution.  Please
understand that while you may want to do business  corporately,  you are signing
individually and will be responsible as individuals for performance.

Sincerely,
The undersigned hereby accept and agree to the above provisions in all respects:

Earth Science Tech, Inc.

/s/ Matthew Cohen
-------------------------------
Matthew Cohen, CEO




The Medics, Inc.

/s/ Shayan Haye
-------------------------------
Shayan Haye, Managing Member
and individually

/s/ Muhammad Humza
-------------------------------
Muhammad Humza, Managing Member
and individually