Mark
    Lucky	 
	3180
    Wheatland Farms Drive	 
	Oakton,
    VA 22124	(703)
    400-6392




 


This
Consulting Agreement, dated effective January 2, 2017, (this “Agreement”), is made and entered into by and
among RealBiz Media Group, Inc. (the “Company”) and Mark Lucky (the “Consultant”).


 


ARTICLE
1 


SCOPE
OF WORK


 


1.1
Services. The Company has engaged Consultant to act as interim Chief Financial Officer, and to provide services in connection
with the Company’s general business, accounting and financial needs. Consultant will provide accounting, business consulting,
and financial support services and such other services as required (collectively, the “consulting services”).


 


1.2
Time and Availability. Consultant will devote as many hours per week as needed to perform the services for the Company as
stated herein. Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout
the month giving due regard to the needs of the Company’s business.


 


1.3
Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide
Consultant with Confidential Information (as defined below) regarding the Company’s business and products. The Company will
rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the
Company.


 


1.4
Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional
standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior
written consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity
that would result in any university, governmental body, research institute or other person, entity, or organization acquiring
any rights of any nature in the results of work performed by or for the Company.


 


1.5
Outside Services. Consultant shall not use the service of any other person, entity, or organization in the performance of
Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use
by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed
under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has
executed an agreement to protect the confidentiality of the Company’s Confidential Information (as de fined in Article 5)
and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.


 


1.6
Reports. Consultant shall periodically provide the Company with written reports of his or her observations and conclusions
regarding the consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare
a final report of Consultant’s activities.


 


 


ARTICLE
2


INDEPENDENT
CONTRACTOR


 


2.1
Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in
any other service relationship with, the Company. The manner in which Consultant’s services are rendered shall be within
Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company
in any manner without the prior express written authorization from an officer of the Company.


 


2.2
Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement,
and shall be responsible for all payroll taxes and fringe benefits of Consultant. Neither federal, nor state, nor local income
tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant. Consultant understands that
he/she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the Company,
properly document to the Company that any and all federal and state taxes have been paid.


 




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2.3
Benefits. Consultant will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other
fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by Company covering Consultant.


 


 


ARTICLE
3


COMPENSATION
FOR CONSULTING SERVICES


 


3.1
Compensation. The Company shall pay to Consultant a monthly cash-based fee of $8,000.00 for services rendered to the Company
under this Agreement. Compensation shall be paid on the 1st of every month covered by this agreement. In addition,
upon execution of this Agreement, the Company shall issue to Executive a five (5) year warrant to purchase Three Million (3,000,000)
shares of it $0.001 par value common stock at an exercise price of $0.006/share. The warrant shall vest as of April 1, 2017, and
shall be deemed to be fully earned, fully paid, and non-assessable at that time.


 


3.2
Success Fee. The Company shall pay to Consultant a bonus calculated as 1.5% of the gross proceeds of any financing completed
by the Company up to a maximum Bonus amount of $300,000 (up to the first Twenty Million Dollars ($20,000,000) raised). Such bonus
will be paid at the closing of each financing, for each financing that results from efforts/introductions made by Consultant,
for a period of twelve months from the date of this Agreement.


 


3.3
Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are
directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e.,
airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred
by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.


 


 


ARTICLE
4


TERM
AND TERMINATION


 


4.1
Term. This Agreement shall be effective as of January 2, 2017, and shall continue in full force and effect until March
31, 2017. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which
the relationship shall continue.


 


Termination.
The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause
means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any
other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant
has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant has been
convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on his performance,
as determined by the Company.


 


4.2
Responsibility upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance
of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management
tools, shall, immediately upon the termination of this Agreement, be returned to the Company.


 


4.3
Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and
remain in full force and effect thereafter.


 


 




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ARTICLE
5 


CONFIDENTIAL
INFORMATION


 


5.1
Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will
be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that
Consultant will not and Consultant’s agents, or representatives will not use, directly or indirectly, such Confidential
Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information
without the written authorization of the CEO/President of the Company, either during or after the term of this Agreement, for
as long as such information retains the characteristics of Confidential Information.


 


5.2
Definition. “Confidential Information” means information not generally known and proprietary to the Company or
to a third party for whom the Company is performing work, including, without limitation, in- formation concerning any patents
or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and
development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly
or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management
systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or
any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires
or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant
has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information,
shall be presumed to be Confidential Information.


 


5.3
Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on
behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of
the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall
return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for
use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together
with all copies and abstracts thereof.


 


 


ARTICLE
6 


RIGHTS
AND DATA


 


All
drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant
in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be
works made for hire (the “Deliverable Items”). To the ex- tent that any of the Deliverable Items may not, by operation
of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable
Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration,
and any other registrations and similar protection which may be available in the Deliverable Items. Consultant agrees to give
the Company or its designees all assistance reasonably required to perfect such rights.


 


 




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ARTICLE
7


CONFLICT
OF INTEREST AND NON-SOLICITATION


 


7.1
Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any manner or capacity to
a direct competitor of the Company during the duration of this Agreement unless ex- press written authorization to do so is given
by the Company’s President. A direct competitor of the Company for purposes of this Agreement is de fined as any individual,
partnership, corporation, and/or other business entity that engages in a similar business.


 


7.2
Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or
indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit,
hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company
any employee or independent contractor employed by the Company while Consultant is performing services for the Company.


 


 


ARTICLE
8


RIGHT
TO INJUNCTIVE RELIEF


 


Consultant
acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests
of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach
of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at
law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable
relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law
or agreement between the parties. Consultant acknowledges that an award of damages to the Company does not preclude a court from
ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as
alternative remedies.


 


 


ARTICLE
9


GENERAL
PROVISIONS


 


9.1
Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that
provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.


 


9.2
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of
conflicts) of the State of Virginia.


 


9.3
Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement
of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to
the subject of this Agreement, whether written or oral.


 


9.4
Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement,
the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration
Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and
award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable
attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration
pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that
if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective
amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing
their respective obligations under this Agreement until the dispute is resolved.


 




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9.5
Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid
unless in writing signed by the party against whom the same is sought to be enforced.


 


9.6
Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other or subsequent breach by the party in breach.


 


9.7
Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other
party; provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event
the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement
shall be binding upon and inure to the parties hereto, their successors and assigns.


 


9.8
No Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken
by Consultant under this Agreement.


 


 


IN
WITNESS WHEREOF, this Agreement is executed as of the date set forth above.


 


	RealBiz
    Media Group, Inc.	 	Consultant
	 	 	 
	By:	

        /s/Anshu
        Bhatnagar
	 	By:	/s/
    Mark Lucky
	 	 	 	 	Mark
    Lucky, Consultant
	Its:	Chief
    Executive Officer	 	 	 


 






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