Exhibit 10.3


 


EGM
FIRM, LLC.


 


ENGAGEMENT
LETTER


 


October
27, 2015


 


VIA
EMAIL/FAX/REGULAR MAIL


Urban
Hydroponics, Inc. I am very pleased that you have selected EGM Firm, Inc. (hereinafter “EGM”) to act as an advisor
and consultant to Urban Hydroponics, Inc. (the “Company”) (hereinafter collectively referred to as the “Parties”),
and I look forward to working with you and your team to accomplish your goals. This Engagement Letter (the “Agreement”)
shall confirm the Company’s engagement of EGM for purposes of providing business advisory services as set forth below in
consideration for the fees and compensation described hereinafter. This Agreement shall become effective as of the date set forth
above upon your execution and delivery of this Agreement and the engagement fee to EGM.


 


What
we need to help you. Company agrees to provide EGM on a regular and timely basis such information, historical financial
data, projections, proformas, business plans, due diligence documentation, and other information (collectively the “Information”)
in the possession of the Company or its agents that EGM may reasonably request or require to perform the services set forth herein.
The information provided by the Company to EGM shall be true, complete, accurate, and current in all respects and shall not set
forth any untrue statements nor omit any fact required or necessary to make the Information provided not misleading. The Company
shall be deemed to make a continuing representation of the accuracy and completeness of any and all Information that it supplies
to EGM and the Company acknowledges that it intends for EGM to rely on this representation and the continued accuracy and completeness
of the Information without independent verification in the performance of the Services hereunder. The Company authorizes EGM to
use such Information in connection with its performance of the Services. EGM shall use its commercially reasonable best efforts
to preserve the confidentiality of Information expressly designated as confidential by the Company. COMPANY shall, promptly upon
the request of EGM, cooperate with EGM’ reasonable requests for Information and assistance.





 





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Services.
EGM will furnish to the Company business advisory and consulting services for the purpose of creating market awareness of
the Company (the ”Services”). The Company acknowledges that the success of the Services is largely dependent upon
factors and circumstances outside the control of EGM. The Company acknowledges that EGM has not made any representations, warranties
or guarantees that the Services to be provided hereunder shall result in (a) the purchase of the Company’s securities by
any investors; (b) funds being made available to the Company from any lenders; (c) any financing vehicles being made available
to the Company; (d) any merger, acquisition or disposition in connection with the business or assets of the Company, or any financing
transaction (whether registered with the U.S. Securities and Exchange Commission or pursuant to an exemption from such registration)
involving the Company will take place; (e) the Company or its successors becoming a “publicly traded” company inside
or outside of the United States; or (f) the achievement of any particular result with respect to the Company’s business,
stock price, trading volume, market capitalization or otherwise.


 


Consulting
Fee. In addition to and not in mitigation of, or substitution for, any additional fees enumerated in any Schedules attached
hereto, the Company shall pay to EGM a total of $15,000 USD & 10,000 restricted shares of the Company’s common stock
(the “Shares”), based on $10,000.00 worth of restricted common stock of URHY at the $1.00 closing price of the Company’s
common stock on October 30, 2015 on the OTC markets QB Tier. The cash & stock fee is due as follows: First payment is payable
immediately totaling $7,500 USD (Seven Thousand Five Hundred Dollars); Second payment of $7,500 (Seven Thousand Five Hundred Dollars)
is payable within three days following the full execution of this Agreement. The remaining payments (0 in total) are due on the
anniversary date of this agreement at a rate of 0.00 (one month contract). Restricted Common Stock due within 1 week of execution
of this agreement.


 


Please
call Banker's name (if questions): Amanda Abril (305-447-1844)


 


INTERNATIONAL
WIRE INSTRUCTIONS


 


Intermediary
Bank: Wells Fargo Bank INTL


 


Intermediary
Bank Location: San Francisco, CA


 


Intermediary
Banks Swift: WFBIUS6S


 


-----------------------------------------------------------------------------------------------------------------------------------------------------------------


 


Beneficiary
Bank: City National Bank of Florida


 


Beneficiary
Bank Location: 2855 LeJeune Rd, Coral Gables, Fl 33134


 


Beneficiary
SWIFT/ABA: CNBFUS3M//066004367


 


Beneficiary
Account number: 5004422118


 


Beneficiary
Account Name: EGM FIRM INC


 


Address
of Beneficiary: 5830 SW 51 TERR MIAMI FL 33155


 


 





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Term
and Termination. The term of this Agreement shall be for a period beginning on November 2, 2015 and ending on November
30, 2015. Either Party may terminate this Agreement prior to the expiration of the Term upon written notice to the non-terminating
party upon: (a) the failure of any party to cure a material default under this Agreement within five (5) business days after receiving
written notice of such default from the terminating party; (b) the bankruptcy or liquidation of either party; (c) the use by any
party of any insolvency laws; (d) the performance of the Services hereunder; and (e) the appointment of a receiver for all or
a substantial portion of either parties’ assets or business. If terminated, irrespective of the reasons for such termination,
EGM shall not be required to perform any additional services beyond the termination date and all fees described in this Agreement
shall be deemed earned in full.


 


Relationship
of the Parties. EGM is an independent contractor, responsible for compensation of its agents, employees and representatives,
as well as all applicable withholding there from and any taxes thereon (including any unemployment compensation) and all workers’
compensation insurance. Nothing


herein
shall establish any partnership, joint venture, or other business association between the parties.


 


Disputes.
Any dispute, controversy or claim between the Company and EGM arising out of or related to this Agreement or breach thereof,
except those faults described in the Remedies for Certain Faults section of this Agreement, shall be settled by arbitration, which
shall be conducted in accordance with the rules of the American Arbitration Association then in effect and conducted in the County
of Miami-Dade in the State of Florida. Any award made by arbitrators shall be binding and conclusive for all purposes thereof,
may include injunctive relief, as well as orders for specific performance and may be entered as a final judgment in any court
of competent jurisdiction. The cost and expenses of such arbitration shall be borne in accordance with the determination of the
arbitrators and may include reasonable attorney’s fees. Each party hereby further agrees that service of process may be
made upon it by registered or certified mail or personal service at the address provided herein.


 





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Indemnification
by COMPANY to EGM. The Company shall indemnify and hold harmless EGM and its directors, officers, employees, agents, attorneys
and assigns from and against any and all losses, claims, costs, damages, or liabilities (including the fees and expenses of legal
counsel) to which any of them may become subject in connection with the investigation, defense or settlement of any actions or
claims: (i)caused by the Company’s misstatement or alleged misstatement of a material fact or omission or alleged omission
of a material fact required to make any statement not misleading; (ii) arising in any manner out of or in connection with the
rendering of Services by EGM hereunder; or (iii) otherwise in connection with this Agreement. The Company shall not be liable
for any settlement of any action effected without its written consent.


 


Representations
and Warranties Relating to the Shares


 


(a)       EGM
is acquiring the Shares for investment for its own
account and not with the view to,
or
for resale in connection with,
any
distribution
thereof. EGM
understands and acknowledges
that the Shares have
not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any
state or foreign
securities
laws,
by reason of
a specific exemption
from
the registration
provisions of the Securities
Act and applicable state and foreign securities laws,
which depends upon, among other things,
the
bona fide nature
of the
investment intent
as expressed herein.
EGM further represents that it does not have any
contract, undertaking, agreement
or arrangement with any person or entity
to sell,
transfer or grant
participation to any third person with respect to any of the Shares.



 


(b)       EGM
understands that
an active public market for the Company's
common stock may
not now
exist
and that
there may never be an active
public market for the Shares acquired under this
Agreement.


 


(c)       Neither
EGM nor, to
its
knowledge,
any person
or entity controlling,
controlled by or under common control with
it, nor
any person
or entity
having a beneficial
interest
in it, nor
any person
on whose behalf EGM is acting: (i)
is a person listed in the
Annex to Executive Order No. 13224
(2001) issued
by the President of the United
States (Executive Order Blocking Property and Prohibiting
Transactions
with
Persons Who Commit,
Threaten to Commit,
or Support Terrorism);
(ii)
is named on the List
of Specially
Designated
Nationals and Blocked
Persons
maintained by the U.S. Office
of Foreign Assets Control;
(iii) is a non-U.S. shell bank or is providing banking
services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
political figure or an immediate family
member or close associate of such figure; or (v)
is otherwise
prohibited
from investing in the Company pursuant to applicable U.S.
anti-money laundering, anti-terrorist
and asset control
laws, regulations,
rules or orders (categories
(i) through (v), each
a "Prohibited Seller").
EGM agrees to provide the Company,
promptly upon request,
all information that
is reasonably necessary
or appropriate to comply with
applicable U.S. anti-money
laundering, anti-terrorist
and asset control laws, regulations,
rules and orders. EGM consents to the disclosure
to U.S. regulators and law enforcement
authorities by the
Company and its affiliates
and agents of such information about
such member as is
reasonably necessary
or appropriate to
comply with applicable U.S.
anti-money-laundering,
anti-terrorist
and asset control
laws, regulations,
rules and orders. EGM acknowledges
that if, following
its investment in the Shares,
the Company reasonably
believes that
such member is a Prohibited Seller
or is otherwise engaged in suspicious activity
or refuses to
promptly provide information
that the Company requests,
the Company has the
right or may be obligated
to prohibit additional
investments, segregate
the assets constituting the investment in accordance with
applicable regulations or immediately require such member to transfer the Shares. EGM further
acknowledges that such member will have no claim against the Company or any of its affiliates or agents for any form of damages
as a result of any of the foregoing actions.


 


 





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(d)       EGM
or its duly authorized
representative realizes that because of the inherently speculative nature of business activities and investments of the kind contemplated
by the Company, the
Company's
financial position and results of operations may
be expected to fluctuate from period to period and will, generally,
involve a high degree of financial and market risk
that can result in substantial or, at times, even total loss of the value of the Shares.


 


Notices.
All notices hereunder shall be in writing and shall be validly given, made or served if in writing and delivered in person
or when received by facsimile transmission, or five days after being sent first class certified or registered mail, postage prepaid,
or one day after being sent by a nationally recognized overnight carrier to the party for whom intended at the address set forth
after each parties signatures.


 


Severability.
If any clause or provision of the Agreement is illegal, invalid or unenforceable under applicable present or future laws
effective during the Term, the remainder of this Agreement shall not be affected. In lieu of each clause or provision of this
Agreement, that is illegal, invalid or unenforceable, there shall be added as a part of this Agreement a clause or provision as
nearly identical as may be possible, and as may be legal, valid, and enforceable. In the event that any clause or provision of
this Agreement is illegal, invalid, or unenforceable as aforesaid and the effect of such illegality, invalidity, or unenforceability
is that either party no longer has the substantial benefit of its bargain under this Agreement and a clause or provision as nearly
identical as may be possible cannot be added, then, in such event, such party may in its discretion cancel and terminate this
Agreement provided such party exercises such right within a reasonable time after such occurrence.


 


 





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This
is our Agreement. The parties agree and acknowledge that they have jointly participated in the negotiation and drafting
of this Agreement and that this Agreement has been fully reviewed and negotiated by the parties and their respective counsel.
In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the
provisions of this Agreement.


 


Governing
Law. This Agreement shall be governed by and construed under the laws of the State of Florida without regard to principals
of conflicts of laws provisions.


 


Venue.
Venue for any dispute arising out of this Agreement shall be in a court of competent jurisdiction in Miami-Dade County,
Florida.


 


Interpretation.
The Parties hereby acknowledge and agree that each has participated in the negotiation and drafting of this Agreement
and that the principle of construing a document most strictly against its drafter shall not apply with respect to the interpretation
of this agreement.


 


Paragraph
Headings. Headings in this Agreement are for reference purposes only and shalt not be deemed to have any substantive effect.


 


Amendments;
Waivers. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument
executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement
shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise
of any other right, power, or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding
or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the
parties. To be effective, all waivers must be in writing, signed by both parties. The rights and remedies of the parties under
this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other except
as may be specifically limited herein.


 


 





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This
is our entire Agreement. This Agreement contains the entire understanding of the parties in respect of its subject matter
and supersedes all prior agreements and understandings (oral and written) between or among the parties with respect to such subject
matter. The parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of
any provision hereof or the intent of the parties with respect thereto.


 


We
May Execute this Agreement in Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one and the same instrument. A telecopy signature of any party
shall be considered to have the same binding legal effect as an original signature.


 


Prevailing
Party Rights. In the event that any dispute among the parties to this Agreement should result in arbitration or litigation,
the substantially prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable
fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals
and collection.


 


If
the foregoing is in accordance with your understanding, kindly confirm your acceptance and agreement by signing and returning
the enclosed duplicate of this Agreement that will thereupon constitute an agreement between us.


 


 


Yours
Very Truly,


 


 


Accepted
and approved this 27th day of October 2015.


 


 





 





By:
/s/Frank Terzo                                      


Authorized
Representative


Urban
Hydroponics, Inc.


 


 


By: /s/Adam
Heimann                                


Adam
Heimann


Partner


EGM
Firm Inc.


PP:
786-266-9555


 


 


 




 


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