EXHIBIT 10.1


JOINT
VENTURE AGREEMENT


TO MARKET
PRODUCTS




            Koios LLC ("KO")
and GreenHouse Solutions, Inc. ("GHS"), for and in consideration of
mutual benefits, detriments and promises, and the cross consideration recited 
herein, and the covenants, terms, and provisions hereinafter, hereby covenant,
agree, and recite as follows:




            KO is the holder of a license
for certain proprietary formulations of nutraceutical supplements.




            GHS wishes to produce and
market a hemp enhanced nutraceutical products.




            The parties recite that KO is
willing to grant a non-exclusive license for a formula for the purpose of
producing nutraceutical supplements with which Koios shall combine the
sublicensed formula for hemp from GHS, and other enhancing ingredients.




1.                 
1.         1.                     Joint
venture. KO and GHS agree to associate themselves as a joint venture for
the manufacturing and sale of the nutraceutical products based in part on the
licensed formula described in Schedule A to be conducted under the name of
Koios "Powered by GHS".




2.                     Contributions.




                                    




                        (a)        KO
grants the non-exclusive sublicense to the formula as described on Schedule A,
to the joint venture as its investment, for the manufacture and marketing of a
nutritional drink using KO's formula combined with a hemp ingredient ("products")
which is considered to be the agreed value of the contribution of 50%. KO,
during the term of the joint venture, gives the joint venture the non-exclusive
right to  sell the Products using the formula without any compensation other
than payment of manufacturing costs , marketing costs, and its share of the
profits.




                        (b)        The
contribution of GHS to the joint venture shall consist of the all manufacturing
and production costs of the GHS hemp drink.




 




3.                     Responsibility.
KO shall be responsible for the manufacture and sale of the Products and will
make available sufficient skilled and unskilled workers, equipment, raw
materials, supplies, manufacturing, storage and office space, clerical and
sales help to accomplish the manufacture and sales. KO will use its best
efforts to produce and launch the Products into the market and develop
increasing use of the Products.








 




4.                     Conduct of
operations. KO shall be responsible for and devote its time, capital and
effort to the manufacturing of Products using the sublicensed formulae and
shall arrange for the marketing of the Products. GHS shall be kept fully
informed of the progress of the joint venture and shall be consulted by GHS on
all major formulation matters.




 




5.                     Profit and loss.
Net profits, which shall be computed by deducting all manufacturing and direct
sales expenses from gross product sales receipts of the Products, shall be
distributed monthly 45 days in arrears and divided between the parties as
follows: 50% to GHS and 50% to KO. Losses, if any, shall be borne. KO shall
provide sufficient accounting of profit and loss under GAAP, so as to be
auditable, in the joint venture.




 




6.                     Duration and
termination. The joint venture shall continue as long as marketing of the
Products continues on a economically feasible basis. Termination may be
effectuated by 30 days written notice subject to delivery of all paid orders
and all accounting hereunder. Upon termination, assets remaining after payment
of all expenses shall be divided between the parties as follows: 50% to GHS and
50% to KO.




 




7.                     Improvements to
licensed products. Any improvements or new discoveries pertaining to the
specific Products, made by either party during the term of this agreement,
shall become part of this joint venture and be incorporated into the Products
and shall belong to the Joint Venture.




 




8.                     Operation of
joint venture.




 




                        (a)        KO
shall have full authority to manage the joint venture, using its own facilities
and staff. All production, manufacturing, sales and advertising expenses shall
be charged to the joint venture at cost.




                        (b)        KO
shall maintain all books and records of the joint venture in auditable format
under GAAP and draw all checks pertaining to the joint venture which shall be
kept separate and apart from its regular business and shall be subject to the
inspection and audit of GHS at all times upon reasonable notice not less than 5
business days.




 




9.                     Arbitration.
Any controversy or difference of opinion related to this joint venture which
cannot be mutually resolved by the parties shall be settled by arbitration in
accordance with the rules, then in effect, of the American Arbitration
Association and the decision of the arbitrator shall be binding, in the venue
of Denver, Colorado.




 




10.                   Confidential
information. The Parties agree to protect each other's confidential
information provided as a result of this venture:




 













                        (a)        "Confidential
Information," as used in this Section, means information that is not
generally known and that is proprietary to a Party or that the Part is
obligated to treat as proprietary. This information includes, without
limitation:




 




                                    (i)         Trade
secret information about the Party and its products:




                                    (ii)        Information
concerning the Party's business as conducted or as it may conduct it in the
future; and




                                    (iii)       Information
concerning any of a Party's past, current, or possible future products,
including (without limitation) information about the Party's research,
development, engineering, purchasing, manufacturing, accounting, marketing,
selling, or leasing efforts.




 




                        (b)        Any
information that a Party reasonably considers Confidential Information, or that
the Party treats as Confidential Information will be presumed to be
confidential Information (whether the Party or other originated it and regardless
of how it obtained it).




 




                        (c)        Except
as required in its duties tot he venture, neither party will, either during or
after the term of this Agreement, use or disclose Confidential Information to
any person not authorized by the other Party to receive it.




 




                        (d)        If
this Agreement is terminated, each Party will promptly turn over to the other
all records and any compositions, articles, devices, apparatus, and other items
that disclose, describe, or embody Confidential Information, including all
copies, reproductions, and specimens of the Confidential Information in its
possession, regardless of who prepared them, within 30 days. The rights of a
Party set forth in this Section are in addition to any rights of the Party with
respect to protection of trade secrets or Confidential Information arising out
of the common or statutory laws of the State of Colorado or any other state or
any other country wherein the party may from time to time perform services
pursuant to this Agreement this Section shall survive the termination or
expiration of this Agreement.




 




            11.       Miscellaneous




 




(a)        Successors and Assigns. 
This Agreement is binding on and ensures to the benefit of Parties, its
successors and assigns, all of which are included in the term the
"Party" as it is used in this Agreement.  Neither this Agreement nor
any duty or right hereunder will be assignable or otherwise transferable by
either party without the written consent of the other Party, except that a
Party may assign this Agreement in connection with a merger, consolidation,
assignment, sale or other disposition of substantially all of the party's its
assets or business.  This Agreement will be deemed materially breached by Party
if its successor or assign does not assume substantially all of the assigning or
merged Party's obligations under this Agreement.








 




                                    (b)        Modification. 
This Agreement may be modified or amended only by a writing
signed by both Parties.




 




(c)        Governing Law.  The
laws of Colorado will govern the validity, construction, and performance of
this Agreement.  Any legal proceeding related to this Agreement will be brought
in an appropriate Colorado court, and both Parties hereby consent to the
exclusive jurisdiction of that court for this purpose.




 




(d)        Construction.  Wherever
possible, each provision of this Agreement will be interpreted so that it is
valid under the applicable law.  If any provision of this Agreement is to any
extent invalid under the applicable law, that provision will still be effective
to the extent it remains valid.  The remainder of this Agreement also will
continue to be valid, and the entire Agreement will continue to be valid in
other jurisdictions.




 




(e)        Waivers.  No failure or
delay by either the Party in exercising any right or remedy under this
Agreement will waive any provision of the Agreement, nor will any single or
partial exercise by either the Party of any right or remedy under this
Agreement preclude either of them from otherwise or further exercising these
rights or remedies, or any other rights or remedies granted by any law or any
related document.




 




(f)         Captions.  The
headings in this Agreement are for convenience only and do not affect this
Agreement's interpretation.




            


(g)        Entire Agreement.  This
Agreement supersedes all previous and contemporaneous oral negotiations,
commitments, writings, and understandings between the parties concerning the
matters in this Agreement.




 




                        (h)        Legal
Fees and Costs.  In the event that a legal action is brought to enforce
this agreement due to a breach the other Party, the prevailing Party shall be
entitled to attorney's fees and costs of such action.




 




(i)         Notices.  All notices
and other communications required or permitted under this Agreement shall be in
writing and sent by registered first-class mail, postage prepaid, and shall be
effective five days after mailing to the addresses stated below.  These
addresses may be changed at any time by like notice. 








                                    In
the case of the GreenHouse Solutions, Inc.:               


            




                                                


                                    In
the case of Koios LLC:                     






 






            In witness whereof, the parties
have signed this agreement on the _____ day of ________________, 2015.






GreenHouse Solutions, Inc.                                           Koios
LLC


A Nevada Corporation






 






 






By: ______________________________                  By:
____________________________










SCHEDULE A


Nutritional Drink Description


 


KOIOS the
drink is a mental performance/energy/fat burning RTD.  We use 11 specific
ingredients that target brain function to give end users heightened brain
activity without the over use of stimulants.  Each ingredient has been
selected for their individual properties and years of medical research. 
Each ingredient also works well in combonation to create elevated brain funtion. 
The addition of Hemp Oil allows us to give our users a substance rich in Omegas
without the harmful side effects of mercury from fish oil products.




For the purpose of the attached agreement
"KO" and "GHS" joint venture is exclusively for a hemp derived drink and any
further mutually agreed upon products.