Exhibit 10.4


 


CONSULTING AGREEMENT


 


This
Agreement is dated this 1st day of June 29, 2015 by and between G. Randall & Sons, Inc., (The “Consultant”),
and FBEC Worldwide Inc., (The "Company").


 


I


RECITALS


 


A.The COMPANY desires to
enter into a consulting agreement with CONSULTANT wherein CONSULTANT will provide support services to working with the formulations
and beverage production of the 2.0 ounce hemp-based beverage as described in the Intellectual Property Purchase Agreement dated
June 29, 2015.


 


B. COMPANY and CONSULTANT
have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such
additional documents and information as deemed necessary to make an informed decision to enter into this Agreement.


 


C. Each of the parties
hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions
hereto.


 


II


AGREEMENT


 


Therefore, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


		1.	Job Description: Consulting for FBEC management in support services to working with
the formulations and beverage production of the 2.0 ounce hemp-based beverage as described in the Intellectual Property Purchase
Agreement dated June 29, 2015



		2.	



		3.	Term: The term of this agreement is for a period of twelve (12) months; automatically renewable
with mutual consent provided that there are revenues exceeding $250,000 at the end of this 12 month term.



 


		4.	Compensation: 



 


		a.	Fee: CONSULTANT will receive an annual fee of $36,000 to be paid in monthly installments
of $3,000.00.



 


		b.	Expenses: The COMPANY will not pay any costs and expenses of CONSULTANT directly
related to their performance herein. Any request to pay such costs or expenses will be considered provided that said expenses are
submitted to the COMPANY and approved either verbally or in writing in advance. Unapproved expenses will not be considered.



 


		5.	Confidentiality:



 


		a.	This Agreement. The provisions of this Agreement are confidential and private and are not
to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all
parties hereto or by order of a court of competent jurisdiction.



 


		b.	Proprietary Information.  CONSULTANT agrees and acknowledges that during the course of this
agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of
a confidential nature and/or proprietary information of COMPANY.



 






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Such confidential and/or
proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, consultants and all affiliates:
corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding
artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information;
business contacts, investor leads and contacts; consultant information; documents regarding COMPANY’s website and any COMPANY
product, including intellectual property.


 


CONSULTANT represents and
warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the
advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else's gain
or advantage during and after the term of this agreement.  


 


5. Further Representations
and Warranties:  CONSULTANT acknowledges that this is a consulting position and represents that they will perform their duties
and functions herein in a timely, competent and professional manner. CONSULTANT represents and warrants that he will be fair in
his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.


 


6. Survival of Warranties
and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of
this transaction.


 


7. Termination: This
agreement is expressly not “at will.” It can be terminated by COMPANY only for cause, after reasonable notice and opportunity
to correct any alleged deficiencies.


 


III


MISCELLANEOUS PROVISIONS


 


1. Expenses: Each
party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under
this Agreement.


 


2. Indemnification:
Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage
of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.


 


3. Notices: All
notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or
sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return
receipt requested, addressed to the applicable party as the address as follows:


 


	Company:	FBEC Worldwide, Inc.
	 	1621 Central Avenue
	 	Cheyenne, WY 82001
	 	 
	Consultant:	G. Randall & Sons, Inc.
	 	2069 Coast Blvd
	 	Del Mar CA 92014




 


4. Breach: In the
event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon
notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of
this Agreement.


 


5. Assignment: This
Agreement is assignable only with the written permission of COMPANY.


 


6. Amendment: This
Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral
agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties.
All attachments hereto, if any, are deemed to be a part hereof.


 


7. Interpretation:
This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California
applicable to contracts made to be performed entirely therein.


 


8. Enforcement: 
If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Nevada County,
California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable
attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration
decision in a court of competent jurisdiction within Nevada County, California.


 


9. Counterparts: This
Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute
one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.


 






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IN WITNESS WHEREOF, the Parties hereto have
executed this Agreement on the date first written above.


 


 


	/s/ Linda Strause	 	June 29, 2015
	Linda Strause, Ph.D. Vice President	 	Date
	G. Randall & Sons, Inc.	 	 
	 	 	 
	/s/ Robert S. Sand	 	June 29, 2015
	Robert S. Sand, Cairman and CEO	 	Date
	FBEC Worldwide Inc.	 	 
	 	 	 






 


 


 


 


 


 


 






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