Exhibit 10.2


 





February 5, 2015


 


 


 


Brett Roper


 


Medicine Man Technologies,
Inc.


 


4750Nome St


 


Denver, CO 80239


 


 


 


Dear Mr. Roper,


 


 


Breakwater Corporate
Finance is pleased to provide Medicine Man Technologies, Inc.
(hereinafter "the Company",
"you", "your")
with the professional services
described below. This letter is to confirm our understanding of the terms and
objectives of our engagement and
the nature and limitations of the services we will provide.


 


Scope of Engagement


 


Oversee,
manage and maintain the Company's financial systems in
the role of the Company's Chief Financial Officer (CFO)
on a contract basis.


 


The responsibilities
of the position will include the following items:


 





		·	Provide bookkeeping staff
to facilitate the creation
and maintenance of the Company's
ongoing financial record keeping



		·	Develop and monitor appropriate accounting information
systems to
facilitate financial record keeping



		·	Prepare financial
statements and supporting scheduled as needed to
assure timely
reporting of quarterly 10-Q
's and
annual 10-K



		·	Assist management
in developing strategic financial
models to assist them
in accomplishing the Company's mission



		·	Provide analysis and
financial input as
requested to Company
management








 


You may request
that we perform additional
services not contemplated by
this engagement letter. If this occurs, we will communicate
with you regarding
the scope and estimated cost of these additional services.
Engagements for additional
services may necessitate that we amend this letter or issue a separate engagement
letter to reflect the obligations of both parties. In the absence of any other written communications
from us documenting additional services, our
services will be limited to and governed by the terms
of this engagement letter.




    	 



    	 



    


Client Responsibilities


 


You authorize
us to accept instructions from
your representative, Brett
Roper, for this engagement.
As a condition to our
performing the services described above,
you agree to:


 





		·	designate and individual within
senior management, to
oversee the services;



		·	evaluate the
adequacy and results
of the services performed;



		·	accept responsibility
for the
results of the
services;
and








 


You agree that
you will not and are not
entitled to rely on any
advice unless it is provided in writing.


 


Professional
Firm Responsibilities


 


We will
perform our services in
accordance with the Statement on Standards for Consulting
Services and applicable professional standards promulgated
by the American Institute of Certified
Public Accountants.


 


This engagement
is limited to the professional services outlined
above. Breakwater Corporate
Finance, in its sole
professional judgment, reserves
the right to refuse
to take any action that
could be construed to be outside the realm of
what would be professionally considered legally
or ethically acceptable.


 


The above professional
services will be performed based on information you
provide to us. We will not
verify or audit this information. We will not audit
or review your financial
statements. Our engagement
cannot be relied upon to disclose errors,
fraud, or theft.


 


Term of Engagement


 


We plan to begin
the above engagement on or
about February 6, 2015
through such time as
the company begins activity trading on a
public exchange or
bulletin board (the "milestone"). These services
will be until this milestone is achieved or
upon termination of the engagement with 30 days' notice,
if earlier.


 


Fees and Billings


 


Our fees for the
services outlined above
will initially be $1,000
monthly, plus out-of-pocket expenses. In addition, upon
the company achieving the milestone,
Breakwater Corporate Finance,
LLC or its principals will receive a
stock grant of 25,000
shares of the company's
common stock.


 


Monthly fees will
be due and payable
by the 6th day of the each month. Our fee is based upon
the complexity of the work to be performed and
our professional time to complete the
work, currently estimated
at approximately 10
hours per month.




    	 



    	 



    


Termination and Other Terms


 


We reserve
the right to withdraw from this engagement
without completing the work if
we determine professional standards
require. If any portion
of this agreement is deemed invalid or unenforceable,
such a finding shall
not invalidate the remainder of
the terms set forth in this engagement
letter.


 


We appreciate
the opportunity to be
of service to Medicine Man Technologies, Inc.
Please date and sign the enclosed
copy of this engagement letter and return
it to us to acknowledge your agreement with
its terms.


 


 


 


Very
truly yours,


 


 


 


 


/s/ Paul Dickman


Breakwater Corporate
Finance, LLC


Paul Dickman,
Principal


 


 


APPROVED:


 


 


/s/ Brett Roper


Medicine Man Technologies,
Inc.


Brett Roper,


Chief Operating
Officer and Secretary of the Board of
Directors