Exhibit 10.5



 






VAMPT BEVERAGE USA CORP.


 


March 1, 2012


 


DARREN BATTERSBY


1422
Copper Mountain Court 


Vernon,
BC V1B 3Y7 


 


(250) 307-2900


 


Dear DARREN:


 


Re: Our Agreement


At Vampt, when we make a promise, we hold to it. Unfortunately,
the courts don’t hold handshakes in as high regard as we do, and as such, we feel it is in the best interests of our stakeholders
to document our agreement. To that end, we have prepared a Consulting Services Agreement for your review and agreement, attached. 


 


We appreciate your flexibility regarding payment timing and will
record carry over payments in our AP records for later reconciliation.


 


Please confirm your agreement by signing and returning a copy to
me prior to beginning the project and as soon as possible. We look forward to the opportunity to work together. 






Warmest Regards,


 


	/s/ Ian Toews	 
	 	 
	Ian Toews	 
	CEO	 
	Vampt Beverage USA Corp.	 


 



    	 



    	 



    

 






VAMPT BEVERAGE USA CORP.


 


CORPORATE
CONSULTING


SERVICES
AGREEMENT


 


THIS
CORPORATE CONSULTING SERVICES AGREEMENT is made and dated for reference effective (the “Effective Date”)
as of the first day of March, 2012.


 


BETWEEN:


 


DARREN
BATTERSBY, having an address for delivery and service located at 1422 Copper Mountain
Court Vernon, BC V1B 3Y7 phone (250) 307-2900


(the
“Consultant”);


OF THE FIRST PART


 


AND:


 


VAMPT
BEVERAGE USA CORP. a company established under the laws of Nevada, and having its address for notices hereunder at c/o
1820 – 925 West Georgia Street, Vancouver, BC, V6C 3L2


(the “Company”);


OF THE SECOND PART


 


(the
Consultant and the Company being hereinafter singularly also referred to as a “Party” and collectively referred
to as the “Parties” as the context so requires).


 


WHEREAS:


 


A.        The Company is in the business of developing
new and innovative Ready to Drink beverages, in the category of consumer products which will be manufactured and distributed initially
in North America and subsequently Internationally. (generally called the “Objectives”);


 


B.        The Company wishes to retain the
Consultant under this agreement (the “Agreement”) to act as the Company’s consultant to assist the Company
to achieve the Objectives;


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS FOLLOWS:


 


Article I


 


SERVICES AND RESPONSIBILITIES OF
THE CONSULTANT


 


1.1        Consultant Services. The
Consultant will provide such services specified herein on a proactive basis or as the Company may request, from time to time,
in order to assist the Company to attempt to achieve the Objectives. Together with such instructions and variations as the
Company may give, the Consultant will provide the following specific services and functions to the Company in pursuit of the Objectives:


 


General Services. During
the Term (as hereinafter defined) of this Agreement the Consultant will provide the Company with such general corporate, administrative,
technical and management services as is considered necessary or advisable by the Consultant for the due and proper management of
the Company to achieve the goals and needs of the Company as determined by the policies and proceedings of management and the Board
of Directors and as is considered advisable and within the normal duties of the Consultant (collectively, the “Services”).


 


Specific Services. Without
limiting the generality of the Services to be provided as set forth in hereinabove, it is hereby acknowledged and agreed that the
Consultant will provide the following specific services:


 


	(a)		supervision of the hiring of competent personnel as are required for the efficient
marketing and operation of the Company’s business;



 


	(b)		the management and supervision of the performance of personnel and of the operation
of various business enterprises of the Company;



 


	(c)		the identification of business opportunities for the Company, the conduct of due diligence,
and assistance in the negotiation and conclusion of contracts for such opportunities;



 


	(d)		assistance in the coordination and administration of all development programs of the
Company;



 


	(e)		assistance with capital funding projects, and resources which are necessarily incidental
thereto;



 


	(f)		assistance in the coordination of the preparation and dissemination of business plans
and reports for the Company; and



 


	(g)		such other activities as are necessary or incidental to the above from time to time.



 


(such above-referenced services being,
collectively, the “Consulting Services”).


 


1.2        First Right of Refusal. The Consultant
agrees that it will give the Company first right to acquire any technology, product or marketing rights (“Rights”)
which fall within the domain of the Objectives and which come into the possession, ownership or control of the Consultant. Should
the Consultant determine to license, sell or otherwise assign any part of such Rights it shall give the Company detailed notice
of the nature and description of the Rights and its intended price and terms. The Company shall have a period of 30 days to
investigate the Right and the disposition terms (for which the Consultant shall grant full access to all records and data subject
to the Company executing reasonable confidentiality agreements) and shall have a period of 30 days after such investigative period
to determine whether it will acquire the offered Right. In the event the Company declines then the Consultant may sell at
such offered terms but this first right shall occur again to the benefit of the Company if the terms shall be reduced or if the
disposition does not occur within 180 days of the Company’s notice it declines or the expiration of the above 30 day decision
period.


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


Article II


 


INFORMATION TO BE PROVIDED BY THE
COMPANY


 


2.1        Information to be made
available. The Company agrees to make available to the Consultant all relevant Company information, Company personnel
or other consultants, and other reasonable resources which are reasonably necessary and sufficient to allow the Consultant to perform
the Consulting Services. The Consultant may provide Company information to professionals and other necessary qualified persons,
but that such dissemination shall be effected with proper prudence and subject to such reasonable conditions and restrictions as
the Company deems necessary or appropriate and subject to confidentiality restrictions. The Consultant will use such information
only for the purposes set out herein and for no competitive or other purpose whatsoever.


 


2.2        Accuracy of the information. The
Company agrees that it will bear sole responsibility for the accuracy and completeness of Company information provided to the Consultant.
The Company agrees to advise the Consultant promptly of any material change in any information provided to the Consultant.


 


Article III


 


COMPLIANCE


 


3.1        Consultant Compliance Issues. The
Consultant shall comply with all laws, whether federal, provincial or state, applicable to the Consulting Services provided by
it and, when requested by the Company, will advise the Company of any particular compliance issues affecting any Consulting Services
for which the Consultant’s services have been engaged. The Consultant may, at its option, retain persons experienced in these
matters to work with the Consultant and, subject to the Company’s consent first given, the fees and disbursements of such
persons will be paid for by the Company.


 


3.2        Security Issues. The
Consultant shall comply with all policies of the Company, industry practice, and law and regulation to ensure that it affords security
to information and assets of the Company and that the Consultant, or any persons with whom the Consultant works or with whom the
Consultant deals, do not employ information of the Company in any manner contrary to law, good practice, good faith, confidentiality
or fiduciary obligations.


 


3.3        Share Ownership and Trading. In
the event that the Consultant, or any affiliate person, owns Company or affiliates’ shares then the Consultant shall employ
reasonable prudence and good market practice as to trading and shall effect such in compliance with law. The Consultant, subject
to restrictions in law or policy, may allocate any shares or share rights for tax planning or other personal reasons including
to family trusts. The Consultant shall not trade more than five (5%) of the daily volume of the Company’s market on
any given day.


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


3.4        Consultant’s Business
Conduct. The Consultant warrants that he shall conduct his Consulting Services and other related activities in a manner
which is lawful and reputable and which brings good repute to the Company, the Consultant and the business interests. In this
regard the Consultant warrants to provide all Consulting Services in a sound and professional manner such that the same meets superior
standards of performance quality within the standards of the industry or as set by the specifications of the Company. 


 


3.5        No Conflict. During
this Agreement the Consultant will not engage in any business which reasonably may detract from, compete with or conflict with
the Consultant’s duties and obligations to the Company as set forth in this Agreement, without disclosure to the Board of
Directors of the Company, and will not do so if the Board of Directors objects. 


 


Article IV


 


TERM


 


4.1        Term. The
Term of this Agreement (the “Term”) is for a period of approximately SIX (6) MONTHS commencing on the Effective
Date and terminating October 1, 2012 and includes any renewal periods. Either Party may elect to terminate this Agreement
at any time without cause upon 30 days notice.


 


4.2        Renewal. This
Agreement shall renew automatically for subsequent six month periods if not specifically terminated in accordance with the below
provisions. Renewal shall be on the same terms and conditions contained herein, unless modified and agreed to in writing by the
Parties, and this Agreement shall remain in full force and effect (with any collateral written amendments) without the necessity
to execute a new document. A Party hereto determining not to renew agrees to notify the other Parties hereto in writing at least
30 calendar days prior to the end of the Term of its intent not to renew this Agreement.


 


Article V


 


COMPENSATION OF THE CONSULTANT


 


5.1        Consultant Time Commitment
and Compensation. The Consultant and the Company shall consult on a periodic basis as to specific tasks (such as product
research and development) which the Company wishes to have conducted by the Consultant on the Company’s behalf. Upon definition
of scope of the task the Consultant shall provide the Company with an estimate of the time required for the agreed task to be accepted
by the Company. The Consultant shall be paid a per month rate of $6,000 cdn plus all approved costs. The Consultant will
also be eligible for performance compensation plan of 2.5% of working capital raised each month. The Consultant shall employ best
efforts to reserve for the Company not less than 40 hours per week for Company related work. The Consultant shall maintain
detailed notes and time dockets and shall provide the Company with the same for the Company’s employment for grant and other
purposes.


 


5.2        Reimbursement of Expenses. During
the Term the Company shall reimburse the Consultant for a maximum of $3,000 for all invoiced and substantiated expenses properly
incurred for the Consulting Services within 30 days of invoice. The Company shall not be responsible for expenses unless it
has given prior approval as follows:


 


	(i)		Any single expense in excess of $500; and



 


	(ii)		Any month in which aggregate expenses exceed $1,500.



 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


5.3        Stock Compensation.
The Consultant shall receive during the first six months of the Term an equivalent of $4,000 each month of common shares of the
Company. The shares shall be earned by the Consultant quarterly in arrears and issued in accordance to the requirements of
the stock exchange and securities regulators. In the event that this Agreement is terminated without cause by the Company then
the next quarter shall be paid and thereafter there shall be no further liability for shares. In the event the Consultant
terminates without cause or is terminated for cause then no shares shall be issued except any unissued for previous quarters and
any shares which would otherwise have accrued in that quarter shall not be earned.


 


Article VI


 


CONFIDENTIALITY
AND INFORMATION OWNERSHIP


 


6.1        Reporting. So
often as may be required by the Company management, the Consultant will provide to the Company such information concerning the
results of the Consultant’s Services and activities hereunder as the Company may reasonably require. The Consultant
shall maintain detailed notes and files and provide the Company with copies of the same.


 


6.2        Opinions, Reports and Advice
of the Consultant. The Consultant agrees that all research and the results thereof, written and oral opinions, reports,
advice and materials provided by the Consultant to the Company in connection with the Consultant’s Services are solely for
the Company’s benefit and for the Company’s use only, and that any such are the exclusive property of the Company. In
this regard the Consultant agrees that the Company may utilize any such research, results, opinion, report, advice and materials
for any purpose whatsoever. The Consultant agrees that all resources, opportunities, or other matters of value developed or
pursued pursuant to this Agreement are the property of the Company and shall accrue to the Company solely. At the Company’s
request the Consultant will execute any assignments, declarations or other confirmations or filings as the Company may desire to
confirm its ownership, including but not limited to, patent, trade-mark, copyright assignments (for $1 consideration) and further
confidentiality and non-use and non-compete assurances.


 


6.3        Right of Ownership to the
Business and Related Property. The Consultant hereby acknowledges and agrees that any and all property, opportunities,
data, technology and any other assets or business interests of the Company and developed by the Consultant’s Services, together
with any improvements derived there from, and any patents, copyright, trade marks or trade names used in connection with the same
(collectively, the “Property”), are wholly owned and controlled by the Company. In this regard the Consultant
hereby agrees not to, during or after the Term, contest the title to any of the Company’s Property interests, in any way
dispute or impugn the validity of the Company’s Property interests or take any action to the detriment of the Company’s
Property interests. The Consultant hereby further covenants and agrees to immediately notify the Company of any infringement
of or challenge to the any of the Company’s Property interests as soon as the Consultant becomes aware of the infringement
or challenge.


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


6.4        Confidentiality and Competition. The
Consultant will not, except as authorized or required by the Consultant’s duties hereunder, reveal or divulge to any person
or companies any Confidential Information (as defined below) concerning the Company or its business, or of any of its subsidiaries,
which may come to the Consultant’s knowledge during the continuance of this Agreement, and the Consultant will keep in complete
secrecy all Confidential Information entrusted to the Consultant and will not use or attempt to use any such information in any
manner which may injure or cause loss either directly or indirectly to the Company’s business. This restriction will
continue to apply after the termination of this Agreement without limit in point of time but will cease to apply to information
or knowledge which may come into the public domain through no act or fault of the Consultant. During this Agreement and for
a period of two years following the effective date of Termination the Consultant shall not enter into any activity which would
cause restriction or competition to the business of the Company and, without restricting the generality, shall not enter into the
service of any competitor, shall not accept any position or effect any investment with a party which competes with the Company
or which intends to compete with the Company, nor take any steps which would negatively affect the Company including such acts
as inducing shareholders, financiers, bankers, brokers, suppliers, customers or members of the Company to leave the Company. The
Consultant will also refrain from effecting negative acts in respect to the Company both during this Agreement or thereafter including
refraining from such acts as spreading false or malicious rumours, comment, or innuendo, initiating communications which bring
the reputation of the Company in disfavour or under suspicion, or otherwise effecting negative acts or campaigns towards the Company.


 


6.5        Definition of Confidential
Information. "Confidential Information" shall mean all Company information which the Company considers
confidential, proprietary, or useful in its business and not generally known in the public and includes all technical information
such as data, know-how, research, designs, drawings, plans, specifications, models, quality controls, trade secrets, software,
feedstock, additives, processes, equipment, electronic controllers, patents, devices, methods relevant to the Company's business,
organizational charts, business plans, policies, corporate structure, financial information and resources, transactions, contracts
and Company customers such as their names, requirements and necessities, and any collateral information which may be in the nature
of a latent interest or expectation or corporate opportunity such as property opportunities, inventions, discoveries or improvements
conceived, developed or made by employees, in whole or in part, or other persons associated with the Company and all and every
other information which would reasonably be considered confidential in the industry or by employment of reasonable judgement and
the burden shall be on the Consultant to show that information alleged by the Company to be confidential is not.


 


6.6         Breach of Confidentiality The
Consultant acknowledges that the Property and Confidential Information is crucial to the business of the Company and that in the
event of unauthorized disclosure or use of the same, which the Consultant acknowledges would be an act of bad faith as well as
a breach of undertaking, the damage to the Company will be irreparable or the Company will not be adequately compensated by monetary
award. Accordingly, the Consultant agrees that in the event of any such breach, the Company shall be entitled as a matter
of right, without notice and prior to service of an originating action in the jurisdiction selected by the Company and on an ex
parte basis, to apply to Court for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to
ensure compliance with the provisions hereof. The Consultant also agrees and acknowledges that it will also be liable to the
Company, as liquidated damages, for an amount equal to the amount received and earned by the Consultant as a result of and with
respect to any breach hereof, in addition to any other losses the Company may suffer, including loss of economic opportunity.


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


Article VII


 


INDEMNIFICATION AND LEGAL PROCEEDINGS


 


7.1        Indemnification. Each
Party agrees to indemnify and save the other, its affiliates and their respective directors, officers, consultants and agents (each
an “Indemnified Party”) harmless from and against any and all losses, claims, actions, suits, proceedings, damages,
liabilities or expenses of whatsoever nature or kind, including any investigation expenses incurred by any Indemnified Party, to
which an Indemnified Party may become subject by reason of breach of this Agreement or of law by the defaulting Party. Specifically,
but not to derogate from the forgoing but for certainty for the comfort of the Consultant, the Company agrees to indemnify the
Consultant for any actions, losses, proceedings, or other harm suffered, including legal costs as incurred, in the service of the
Company except only where such harm was suffered by the Consultant primarily as a consequence of its own grossly negligent or unlawful
conduct.


 


7.2        Claim of Indemnification. The
Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce
any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.


 


7.3        Notice of Claim. In
case any action is brought against an Indemnified Party in respect of which indemnity may be sought, the Indemnified Party will
give prompt written notice of any such action of which the Indemnified Party has knowledge and the indemnifying Party will undertake
the investigation and defense thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable
to the Indemnified Party affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not
relieve the relevant Party of such relevant Party’s obligation of indemnification hereunder unless (and only to the extent
that) such failure results in a forfeiture by the relevant Party of substantive rights or defenses.


 


7.4        Settlement. No
admission of liability and no settlement of any action shall be made without the consent of each of the Parties hereto, such consent
not to be unreasonable withheld.


 


7.5        Legal Proceedings. Notwithstanding
that the indemnifying Party will undertake the investigation and defense of any action, an Indemnified Party will have the right
to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
will be at the expense of the Indemnified Party unless:


 


	(a)		such counsel has been authorized by the indemnifying Party;



 


	(b)		the indemnifying Party has not assumed the defense of the action within a reasonable
period of time after receiving notice of the action;



 


	(c)		the indemnifying Party and the Indemnified Party shall
have been advised by counsel that there may be a conflict of interest between the Parties; or



 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


	(d)		there are one or more legal defenses available to the Indemnified Party which are
different from or in addition to those available to the indemnifying Party.



 


Article VIII


 


FORCE
MAJEURE


 


8.1        Events. If
either Party hereto is at any time during this Agreement prevented or delayed in complying with any provisions of this Agreement
by reason of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions,
accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of
machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting
normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the
performance by that Party of its obligations hereunder shall be extended by a period of time equal in length to the period of each
prevention or delay.


 


8.2        Notice. A
Party shall within seven calendar days give notice to the other Party of each event of force majeure under section 8.1 hereinabove,
and upon cessation of such event shall furnish the other Party with notice of that event together with particulars of the number
of days by which the obligations of that Party hereunder have been extended by virtue of such event of force majeure and
all preceding events of force majeure.


 


Article IX


 


DEFAULT


 


9.1        Default. The
Parties hereto agree that if a Party is in default with respect to any of the provisions of this Agreement (hereinafter referred
to as the “Defaulting Party”), the non-defaulting Party (hereinafter referred to as the “Non-Defaulting
Party”) shall give notice to the Defaulting Party designating such default, and within fifteen (15) business days after
its receipt of such notice, the Defaulting Party shall either:


 


	(a)		cure such default, or diligently commence proceedings to cure such default and prosecute
the same to completion without undue delay, with notice to the Non-Defaulting Party of the procedures it has instigated to cure;
or



 


	(b)		give the Non-Defaulting Party notice that it denies that such default has occurred
and that it is submitting the question to the appropriate tribunal.



 


If default is not addressed appropriately
in the form required by (a) above, or cured within 15 days of a tribunal’s finding of default, then the Non-Defaulting Party
may terminate this Agreement at any time, without prejudice to any claims it may have for an accounting or damages.


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


Article X


 


NOTICE


 


10.1        Notice. Each
notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered
to the other Party, at the address for such Party specified above. The date of receipt of such notice, demand or other communication
shall be the date of delivery thereof. Transmission by facsimile, with electronic confirmation, shall be considered delivery.


 


10.2        Change of Address. Either
Party may at any time and from time to time notify the other Party in writing of a change of address and the new address to which
notice shall be given to it thereafter until further change.


 


Article XI


 


GENERAL
PROVISIONS


 


11.1        Entire Agreement. This
Agreement constitutes the entire agreement between the Parties hereto in respect to this subject matter and supersedes every previous
agreement, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this Agreement.


 


11.2        Enurement and Assignment. This
Agreement will enure to the benefit of and will be binding upon the Parties, their respective heirs, executors, administrators
and permitted assigns. This Agreement may not be assigned as to any part by any Party without the permission in writing of
the other Party, such permission not to be unreasonably withheld.


 


11.3        Time of the Essence. Time
will be of the essence of this Agreement.


 


11.4        Applicable Law. The
situs of this Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws of such Province.


 


11.5        Warranty of Good Faith. The
Parties hereto warrant each to the other to conduct their duties and obligations hereof in good faith and with due diligence and
to employ all reasonable endevours to fully comply with and conduct the terms and conditions of this Agreement.


 


11.6        Invalid Provisions. If
any provision of this Agreement is at any time unenforceable or invalid for any reason it will be severable from the remainder
of this Agreement and, in its application at that time, this Agreement will be construed as though such provision was not contained
herein and the remainder will continue in full force and effect and be construed as if this Agreement had been executed without
the invalid or unenforceable provision.


 


11.7        Currency. Unless
otherwise stated, all references in this Agreement to currency shall be United States currency.


 



    	 



    	 



    

 


11.8        Severability and Construction. Each
Article, section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and
if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present
or future law, rule or regulation in a final unappealable ruling issued by any Court, agency or tribunal with valid jurisdiction
in a proceeding to which any Party hereto is a party, that ruling shall not impair the operation of, or have any other effect upon,
such other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and
continue to be given full force and effect as of the date upon which the ruling becomes final).


 


11.9        Counterparts. This
Agreement may be signed by the Parties hereto in as many counterparts as may be necessary, and by facsimile or e-signature, each
of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument
and notwithstanding the date of execution will be deemed to bear the execution date as set forth on the front page of this Agreement.


 


11.10        No Partnership, Employment
or Agency. The Parties have not created a partnership and nothing contained in this Agreement shall in any manner
whatsoever constitute any Party the partner, agent or legal representative of the other Party, nor create any fiduciary relationship
between them for any purpose whatsoever, except as specifically provided. This Agreement is not an employment agreement and
the Parties agree that no rights of employment arise hereunder. No Party shall have any authority to act for, or to assume
any obligations or responsibility on behalf of the other Party except as may be, from time to time, agreed upon in writing between
the Parties or as otherwise expressly provided.


 


11.11        Property of The Company. The
consultant herewith agrees that regardless of the condition of its relationship with the company, at
no time during or after the termination of this agreement, shall the consultant have any right(s) to property, of whatsoever
nature, of the company. All matters relating to the company and its business or developed with or for the company shall be deemed
absolutely the property of the company and the consultant shall have no rights thereto. The consultant’s only right shall
be to receive payment of consulting fees. Without restricting the generality, all creative works, formulations, website designs,
social media accounts or any item in the public or private domain shall be the sole property of the company. Further, the
consultant will not withhold passwords, login ID’s or prevent access to Facebook, you tube, twitter and the like accounts
which remain the sole property of the company. Nor shall the consultant cause to or release the company’s information to
third parties. The company retains all of its rights and will hold the right to impose indemnity costs daily and to seek judicial
remedy. Such daily indemnity costs will not exceed the daily billing rate of the consultant. The consultant understands and
agrees that the indemnity costs are merely immediate indemnity to cover initial costs and damages of dealing with the consultant’s
breach and do not restrict any claims for costs and damages. Should the consultant fail to provide all documentation, passwords
or login ID’s and to deliver or destroy all information of the company in its possession, upon written request from the company
and within 5 business days of said request, indemnity costs will commence forthwith and without further notice. 


 



    	 



    	 



    

 





VAMPT BEVERAGE USA CORP.


 


IN WITNESS WHEREOF the Parties
hereto have hereunto set their hands and seals in the presence of their duly authorized signatories effective as at the date first
above written.


 


	VAMPT
    BEVERAGE USA CORP.	)	 
	By its authorized signatory: 	)	 
	 	) 	 
	 	)	 
	/s/ Ian Toews	)	 
	Authorized Signatory	)	 
	 	 	 
	SIGNED, SEALED and DELIVERED by	)	 
	DARREN
    BATTERSBY	)	 
	 	)	 
	 	)	 
	 	)	 
	/s/ Darren Battersby	)	 
	DARREN BATTERSBY - Signature	)	 
	 	 	 
	/s/ Rick Ikebuchi	 	 
	Rick Ikebuchi