Lexaria Bioscience Corp.: Exhibit 10.4 - Filed by newsfilecorp.com






MANAGEMENT SERVICES AGREEMENT 

THIS AGREEMENT dated for reference the 1st day of
June 2017. BETWEEN: 


	
      Lexaria Bioscience Corp , a company duly
      incorporated under the laws of the Province of British Columbia and having
      its office at 156 Valleyview Rd, Kelowna BC Canada V1X 3M4 

	 
	(hereinafter referred to as the “Company”)




OF THE FIRST PART

AND 


	
      M & E Services Ltd., a company duly
      incorporated under the laws of the Province of British Columbia and having
      its office at 8131 198A St Langley BC Canada V2Y 1Y6 

	 
	(hereinafter referred to as "the Consultant" or
      “Consultant”) 



WHEREAS: 

	A. 	
      The Company wishes to employ Consultant as its Acting
      Chief Financial Officer, Corporate Secretary, and Treasurer to provide
      management Services to it on the terms and conditions hereinafter set
      forth.

	 	 
	B. 	
      Consultant has agreed to provide the Services to the
      Company on the terms and conditions set out in this Agreement. This
      Agreement dated June 1, 2017, supersedes all other previous consulting
      agreements between the Parties.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and of the covenants and agreements hereinafter contained the
parties hereto have agreed as follows: 

	1. 	
      ENGAGEMENT OF SERVICES

	 	 
	1.1. 	
      The Company hereby engages Consultant to provide
      management Services as an independent contractor to the Company under the
      direction of the Company’s Board of Directors; and

	 	 
	1.2. 	
      Consultant hereby agrees to perform the following duties
      required of him in accordance with the terms of this agreement
    namely:




	 	(a) 	
      All duties of a chief financial officer with review and
      signing authority, controller, corporate secretary and/or treasurer of a
      publicly traded consumer products / bioscience / biotechnology company
      including sourcing and/or negotiating financial proposals and corporate
      financings; managing accounts receivable and accounts payable; preparation
      and review of financial statements, notes and various monthly, quarterly
      and other regulatory reports; in coordination with the CEO, communications
      with shareholders and preparation and review of budgets, and preparation
      and implementation of internal accounting policies and procedures; and any
      other duties that should be reasonably expected by the Board of Directors
      or Chief Executive Officer (together or separately,
the “Services”). 



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	 	(b) 	
      Collaborate with the president and/or chief executive
      officer to maintain and develop the financial reporting aspect only of the
      Company’s corporate/investor outreach materials as needed including
      overall corporate messaging through direct creation and development of
      corporate presentations, powerpoints, websites, shareholder and community
      communications, business plans, fact sheets, etc;

	 	 	 
	 	(c) 	
      Identify and evaluate opportunities for capital raising
      and/or strategic collaboration with suitable third-parties at appropriate
      points in time for the Company, including research, plan, propose, execute
      and close approved projects, acquisitions, mergers and partnerships, as
      well as locate and cultivate finance sources, all of which create value
      for the Company;

	 	 	 
	 	(d) 	
      Act as principal financial officer of PoViva Tea, (a
      51%-owned US subsidiary of Lexaria Corp) regarding PoViva’s operations and
      assist in the management and execution of its development including
      evaluating and implementing supply chain efficiencies and more;

	 	 	 
	 	(e) 	
      Act as principal financial officer of Lexaria CanPharm
      Corp (a 100% owned Canadian subsidiary of Lexaria Corp) regarding Lexaria
      CanPharm’s operations and assist in the execution of its development
      currently focused on business pursuits within Canada;

	 	 	 
	 	(f) 	
      If requested, act as principal financial officer of
      Ambarii Trade Corp (a 50% owned Canadian subsidiary of Lexaria Corp)
      regarding Ambarii’s operations and assist in the execution of its
      development currently focused on business pursuits within Canada and the
      USA;

	 	 	 
	 	(g) 	
      General Services. Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor.
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company. Consultant shall fulfill
      all duties expected of a Chief Financial Officer of a
      biotechnology/bioscience company, including sourcing and/or negotiation of
      financial proposals and corporate financings; strategic corporate and
      financial planning; management of all the overall business operations;
      communications with shareholders; negotiation and management of
      agreements; and any other duties that should be reasonably expected by and
      at the pleasure of the Board of Directors (together with all other items
      within Section 1.2, the “Services”).




	2. 	
      TERM

	 	 
	2.1. 	
      The initial term of this Agreement shall be for a period
      of one (1) year, commencing as of the 1st day of June 2017 and continuing
      month to month thereafter with all terms in effect unless and until
      terminated as hereinafter provided.



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	3. 	
      SERVICES

	 	 
	3.1 	
      Consultant agrees to perform the Services contracted
      hereunder including the following:




	 	(a) 	
      to carry out all functions associated with the Services
      to the best of his skill and ability for the benefit of the
  Company;

	 	 	 
	 	(b) 	
      to carry out the Services in a timely manner;

	 	 	 
	 	(c) 	
      to act, at all times during the term of this Agreement,
      in the best interests of the Company; and

	 	 	 
	 	(d) 	
      to use his best endeavors to preserve the goodwill and
      reputation of the Company and the relationship between the Company and its
      shareholders.




	4. 	
      REMUNERATION




	4.1. 	
      The Company shall pay to Consultant for all Services
      rendered hereunder:

	 	 
	4.2. 	
      the sum of eight thousand dollars (CDN$8,000) plus
      Harmonized Sales Tax (HST) per month payable the last day of each calendar
      month, together with any such increments or bonuses thereto as the CEO
      or the Board of Directors of the Company may from time to time determine.
      The Consultant has the HST number 837634781RT0001. (the “ Monthly
      Fee”);

	 	 
	4.3. 	
      Consultant’s out of pocket expenses incurred on behalf of
      the Company shall be paid by the Company. Examples would include but not
      be limited to: stationary, printing and other normal day to day office
      operational expenses but not including home office rent. In respect of
      expenses, Consultant shall provide statements and vouchers to the Company
      on a monthly basis.

	 	 
	4.4. 	
      Consultant will be entitled to receive a performance
      related bonus on the same terms and conditions as for persons
      participating in any bonus plan that may be established and approved by
      the Company’s board of Directors. Any bonus payable to Consultant will be
      at the sole discretion of the Company’s Board of Directors, acting
      reasonably.

	 	 
	4.5. 	
      Consultant is also eligible to participate in the as-yet
      uncreated Lexaria profit sharing plan that will be extended as soon as
      possible to all employees and managerial Consultants, provided he is a
      contracted Consultant when this anticipated profit sharing plan goes
      effective.

	 	 
	4.6. 	
      During the first twelve (12) months after signing; for
      combined Lexaria Energy and ViPova products and including all combined
      sales efforts and/or technology licensing revenues, achieving
      non-refundable revenues of US$200,000 to any single customer in any
      consecutive 60-day period would result in a restricted common share award
      of 100,000 Company shares; and, after the first twelve (12) months after
      signing and expiring twenty-four (24) months after signing; for combined Lexaria Energy and
ViPova products and including all sales efforts, achieving non-refundable
revenues of US$200,000 to any single customer in any consecutive 60-day period
would result in a restricted common share award of 50,000 Company shares; this
clause limited to one payment per customer during the 24-month period, but
payable on each customer that meets these sales/licensing thresholds; 



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	4.7. 	
      During the first twelve (12) months after signing; for
      combined Lexaria Energy and ViPova products and including all combined
      sales efforts and/or technology licensing revenues, achieving
      non-refundable revenues of US$500,000 in any fiscal quarter would result
      in a restricted common share award of 200,000 Company shares; and, after
      the first twelve (12) months after signing and expiring twenty-four (24)
      months after signing; for combined Lexaria Energy and ViPova products and
      including all sales efforts, achieving non- refundable revenues of
      US$500,000 in any fiscal quarter would result in a restricted common share
      award of 100,000 Company shares; this clause limited to one payment per
      fiscal quarter;

	 	 
	4.8. 	
      Upon effective date of this Agreement, a grant of 200,000
      stock options priced US one- cent above the previous day’s closing price
      at that time this Agreement is effective; and six months after the
      effective date of this Agreement a grant of 200,000 stock options also
      priced US one-cent above the previous day’s closing price at that date
      that is six months after the effective date of this Agreement;

	 	 
	4.9. 	
      Sections 4.6 and 4.7 and 4.8 above, collectively or
      individually, are defined as “Milestone Payments”.

	 	 
	4.10. 	
      Consultant shall be entitled to ongoing training,
      continuing education and certification programs expected to amount to up
      to roughly $5,000 per year.



If so requested by Consultant and through calculation with and
Consultant’s approval at the time of any and each award, all restricted common
share awards mentioned in this Agreement shall be subject to a reduction in the
number of restricted common shares issued to Consultant per grant to be paid
instead as cash proportional to the tax liability to be incurred by Consultant
at the time of the award. The Company would withhold from payment to Consultant
that fraction of restricted common shares in each of the paragraphs in Section
3, above, that would correspond with the federal and provincial income tax
payments otherwise payable by Consultant specifically with respect to each award
only, and Consultant agrees that such a hybrid payment of cash and restricted
common shares would fulfill the obligations of the Company with respect to each
affected award. The intent of this partial cash payment would be to provide cash
compensation to Consultant in the proportionate amount of each restricted common
share award and it is expressly agreed that it remains the sole responsibility
of Consultant to remit all amounts due to Provincial and Federal tax
authorities. This provision does not conflict with nor negate the validity of
Section 4.6, 4.7, or 4.8. 

	5. 	
      TERMINATION

	 	 
	5.1. 	
      This Agreement may be terminated by either party at any
      time by two (2) months notice in advance, in writing given by Consultant
      to the Company, or by the Company to Consultant.



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	5.2. 	
      The Company may terminate this Agreement at any time,
      without further obligation to Consultant if:




	 	(a) 	
      Consultant breaches any of the terms and conditions of
      this Agreement; or

	 	 	 
	 	(b) 	
      The Company provides a lump sum termination break fee
      payment to Consultant in the amount equal to 4 times the Monthly Fee plus
      HST.




	5.3. 	
      If this Agreement is terminated by either party or any
      successor company or person, within 90 days of a Change of Control,
      excluding termination under section 5.2(a) herein, Consultant shall
      receive the payment under section 5.2.(b), plus an additional payment in
      the amount equal to 2 times the Fee. A “Change of Control” means the of
      any of the following events:




	 	(a) 	
      If any individual, partnership, company, society, or
      other legal entity (a ”Person”), alone or together with any other Persons
      with whom it is acting jointly or in concert, becomes the beneficial owner
      of, or acquires the power to exercise control or direction over, directly
      or indirectly, such securities (or securities convertible into, or
      exchangeable for, securities) entitled to more than fifty percent (50%) or
      more of the votes exercisable by holders of the then-outstanding
      securities generally entitled to vote for the election of directors
      (“Voting Stock”) of the company or if any Persons that previously were not
      acting jointly or in concert commence acting jointly or in concert and
      together beneficially own, or have the power to exercise control or
      direction over, securities entitled to more than fifty percent (50%) or
      more of the votes exercisable by holders of voting stock, nor have rights
      of conversion which, if exercised, would permit such Persons to own or
      control such a percentage of votes;

	 	 	 
	 	(b) 	
      The Company is merged, amalgamated or consolidated into
      or with another Person and, as a result of such business combination,
      securities entitled to more than fifty percent (50%) of the votes,
      exercisable by holders of the Voting Stock of the Company or of such
      Person into which the Voting Stock of the Company is converted in or
      immediately after such transaction are held by a Person alone or together
      with any other persons with whom it is acting jointly or in concert and
      such Person, together with those with whom it is acting jointly or in
      concert, held securities representing less than fifty percent ;(50%) of
      the votes exercisable by the holders of the Voting Stock of the Company
      immediately prior to such transaction;

	 	 	 
	 	(c) 	
      The capital of the Company is reorganized and, as a
      result of such reorganization, securities entitled to more than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the Company upon or immediately after such reorganization are held by a
      Person alone or together with any other Persons with whom it is acting
      jointly or in concert and such Person, together with those with whom it is
      acting jointly or in concert, held securities representing less than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the Company immediately prior to such reorganization.

	 	 	 
	 	(d) 	
      The Company sells or otherwise transfers all or
      substantially all of its assets to another Person and immediately
      following such sale or transfer securities entitled to more than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the acquiring Person are held by a Person that alone or together with
      any other Person or Persons with whom it is acting jointly or in concert,
      and such person, together with those with whom it is acting jointly or in
      concert, held securities representing less than fifty percent (50%) of the
      votes exercisable by holders of the Voting Stock of the Company
      immediately prior to such transaction; or



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	 	(e) 	
      During any period of two consecutive years, individuals
      (“Incumbent Directors”) who at the beginning of any such period constitute
      the directors of the Company cease for any reason to constitute at least a
      majority thereof. For the purposes of this clause
  (5.3.(e)):




	 	i. 	
      Each director who, during any such period, is elected or
      appointed as a director of the Company with the approval of at least a
      majority of the Incumbent Directors will be deemed to be an Incumbent
      Director;

	 	 	 
	 	ii. 	
      An “Incumbent Director” does not include a director,
      elected or appointed pursuant to an agreement (in respect of such election
      or appointment) with another Person that deals with the Company at arm’s
      length, or as part of or related to an amalgamation, a merger or a
      consolidation of the Company into or with another person, a reorganization
      of the capital of the Company or the acquisition of the Company as a
      result of which securities entitled to less than fifty (50%) percent of
      the votes exercisable by holders of the then-outstanding securities
      entitled to Voting Stock of the Company is converted on or immediately
      after such transaction are held in the aggregate by Persons who were
      holders of Voting Stock of the Company immediately prior to such
      transaction; and

	 	 	 
	 	iii. 	
      References to the Company shall include successors to the
      Company as a result of any amalgamation, merger, consolidation or
      reorganization of the Company into or with another body corporate or other
      legal Person.




	6. 	
      NOTICE




	6.1. 	
      Any notice to be given under this Agreement shall be in
      writing and shall be deemed to have been given if delivered to, or sent by
      prepaid registered post addressed to, the respective addresses of the
      parties appearing on the first page of this Agreement (or to such other
      address as one party provides to the other in a notice given according to
      this paragraph). Where a notice is given by registered post it shall be
      conclusively deemed to be given and received on the fifth day after its
      deposit in a Canada post office any place in
Canada.




	7. 	
      TAXES




	7.1 	
      Consultant shall be responsible for the payment of its
      income, capital gains and all other taxes and other remittances including
      but not limited to any form of insurance as shall be required by any
      governmental entity (including but not limited to health insurance and
      federal and state or provincial income taxes), though not including
      Director’s and Officer’s insurance which is paid for and provided by the
      Company, with respect to compensation paid by the Company to Consultant,
      and nothing in this Agreement implies or creates a relationship of
      employment. Consultant agrees to indemnify the Company for any tax,
      insurance or other remittance Consultant fails to make and which the
      Company may be obligated to pay.  




	8. 	
      MISCELLANEOUS

	 	 
	8.1 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other.



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	8.2 	
      The titles of headings to the respective paragraphs of
      this agreement shall be regarded as having been used for reference and
      convenience only.

	 	 
	8.3 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 
	8.4 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of British Columbia, Canada.

	 	 
	8.5 	
      Expenses. Consultant shall be reimbursed for all
      travelling and other expenses actually and properly incurred by it in
      connection with its duties hereunder, not including commuting to the
      office that is the normal place of business. For all such expenses
      Consultant shall furnish to the Company statements, receipts and vouchers
      for such out-of-pocket expenses on a monthly basis. Consultant is
      pre-authorized to incur up to $1,000 per month, cumulatively, in relevant
      expenses. Amounts over $1,000 per month must be pre-approved by
      management of the Company or will be disallowed. Both parties
      recognize that as the financial condition of the Company improves or
      deteriorates, this amount may be increased or decreased without making
      changes to this document, provided the Company makes Consultant aware of
      the changed amount.

	 	 
	8.6 	
      Consultant shall not, either during the continuance of
      its contract hereunder or at any time thereafter, disclose the private
      affairs of the Company and/or its subsidiary or subsidiaries, or any
      secrets or intellectual property of the Company (together or separately
      and as described below, “Proprietary Information”) and/or its
      subsidiary or subsidiaries, to any person other than the Directors of the
      Company and/or its subsidiary or subsidiaries or for the Company's
      purposes and shall not (either during the continuance of its contract
      hereunder or at any time thereafter) use for its own purposes or for any
      purpose other than those of the Company any information it may acquire in
      relation to the business and affairs of the Company and/or its subsidiary
      or subsidiaries, unless required by law.

	 	 
	8.7 	
      Proprietary Information as that term is used
      herein shall consist of the following:




	 	a) 	
      all knowledge, data and information which Consultant may
      acquire from the documents and information disclosed to it by the Company,
      its employees, attorneys, consultants, independent contractors, clients or
      representatives whether orally, in written or electronic form or on
      electronic media including, by way of example and not by limitation, any
      products, customer lists, supplier lists, marketing techniques, technical
      processes, formulae, inventions or discoveries (whether patentable or
      not), innovations, suggestions, ideas, reports, data, patents, trade
      secrets and copyrights, made or developed by the Company and related data
      and information related to the conduct of the business of the
    Company.

	 	 	 
	 	b) 	
      Proprietary Information shall also include discussions
      with officers, directors, employees, independent contractors, attorneys,
      consultants, clients, finance sources, customers or representatives and
      the fact that such discussions are taking place.

	 	 	 
	 	c) 	
      Proprietary Information shall not be directly or
      indirectly disclosed to any other person without the prior written
      approval of the Company.

	 	 	 
	 	d) 	
      Proprietary Information may not be used during the period
      of this contract nor thereafter, for the betterment of any other
      commercial enterprise, company, project or person without the prior
      written approval of the Company.

	 	 	 
	 	e) 	
      Proprietary Information shall not include matters of
      general public knowledge, information legally received or obtained by
      Consultant from a third party or parties without a duty of
      confidentiality, and information independently known or developed by
      Consultant without the assistance of the Company.



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	8.8 	
      Consultant shall well and faithfully serve the Company or
      any subsidiary as aforesaid during the continuance of its contract
      hereunder and use its best efforts to promote the interests of the
      Company. At all times Consultant will maintain a high degree of
      professionalism and integrity as would be expected in keeping with his
      senior executive role as President. Consultant reserves the right to
      refuse any request from the Company which may, in his reasonable opinion,
      violate either Federal or State Laws in either the United States or
      Canada.

	 	 
	8.9 	
      This Agreement may be terminated forthwith by the Company
      or Consultant without notice if either party breaches the Agreement. A
      breach may include, but is not limited to, the
following:




	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or

	 	 	 
	 	d) 	
      Consultant shall become of unsound mind or be declared
      incompetent to handle his own personal affairs; or

	 	 	 
	 	(e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect his/their position
      as a Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 8.9(a), 8.9(b), 8.9(c), 8.9(d),
or 8.9(e), Consultant will be entitled to all Milestone Payments, as they relate
to transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his notice of termination. 

	8.10 	
      In the event this Agreement is terminated by reason of
      default on the part of Consultant or the written notice of the Company,
      then at the request of the Board of Directors of the Company, Consultant
      shall forthwith resign any position or office which he then holds with the
      Company or any subsidiary of the Company. The provisions of Sections on
      Proprietary Information and on Confidentiality shall survive the
      termination or expiration of this Agreement. 

	 	  
	8.11 	
      Upon Termination or expiration of this Agreement, for any
      reason, Consultant shall do the following: Consultant must return to
      Lexaria immediately, all correspondence, information, reports, emails,
      phone recordings or transcripts, notes, Consultant contact information and
      all other materials related to the work performed for Lexaria including
      all Proprietary Information during the contract period.





	 	a) 	
      All such materials and information as referred to in
      Section 8.7, above, are the exclusive property of the Company. After
      returning, transmitting or otherwise sending such information to Lexaria,
      Consultant must destroy any and all remaining copy (ies) or records of
      same.

	 	 	 
	 	b) 	
      All such materials and information as referred to in
      Section 12 were obtained during the time of the paid contract with
      Lexaria, and may not be shown, lent, given, discussed or in any way
      disclosed with or to any other party as per the terms of the contract. The
      Proprietary Information Consultant gained or had access to during the
      period of the contract is the exclusive property of Lexaria Corp, and the provisions
governing such proprietary information survives the termination of this
Consulting Agreement.



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      8.12
	
      The Company is aware that Consultant is independent and
      may have and may continue to have financial, management or business
      interests in other companies. The Company agrees that Consultant may
      continue to devote time to such outside interests, provided that such
      interests do not conflict with or hinder Consultant’s ability to perform
      his duties under this Agreement. 

	 	
	
      8.13 
	
      The services to be performed by Consultant pursuant
      hereto are personal in character, to be performed by Mr. Allan Spissinger,
      and neither this Agreement nor any rights or benefits arising thereunder
      are assignable by Consultant without the previous written consent of the
      Company. 

	 	
	
      8.14 
	
      With the exception of any previously granted options or
      restricted stock, any and all previous agreements, written or oral,
      between the parties hereto or on their behalf relating to the agreement
      between Consultant and the Company are hereby terminated and cancelled and
      each of the parties hereto hereby releases and forever discharges the
      other party hereto of and from all manner of actions, causes of action,
      claims and demands whatsoever under or in respect of any such previous
      agreements. 

	 	
	
      8.15 
	
      Any notice in writing or permitted to be given to
      Consultant hereunder shall be sufficiently given if delivered to
      Consultant personally or mailed by registered mail, postage prepaid,
      addressed to Consultant at the address on the front of this Agreement.
      Provided any such notice is mailed via guaranteed overnight delivery, as
      aforesaid shall be deemed to have been received by Consultant on the first
      business day following the date of mailing. Any notice in writing required
      or permitted to be given to the Company hereunder shall be given by
      registered mail, postage prepaid, addressed to the Company at the address
      shown on page 1 hereof. Any such notice mailed as aforesaid shall be
      deemed to have been received by the Company on the first business day
      following the date of mailing provided such mailing is sent via guaranteed
      overnight delivery. Any such address for the giving of notices hereunder
      may be changed by notice in writing given hereunder. 

	 	
	
      8.16 
	
      The provisions of this Agreement shall inure to the
      benefit of and be binding upon Consultant and the successors and assigns
      of the Company. For this purpose, the terms "successors" and "assigns"
      shall include any person, firm or corporation or other entity which at any
      time, whether by merger, purchase or otherwise, shall acquire all or
      substantially all of the assets or business of the Company. 

	 	
	
      8.17 
	
      Every provision of this Agreement is intended to be
      severable. If any term or provision hereof is illegal or invalid for any
      reason whatsoever, such illegality or invalidity shall not affect the
      validity of the remainder of the provisions of this Agreement. 

	 	
	
      8.18 
	
      This Agreement is being delivered and is intended to be
      managed from the Province of British Columbia and shall be construed and
      enforced in accordance with, and the rights of the parties shall be
      governed by, the laws of such Province. Similarly no provision within this
      contract is deemed valid should it conflict with the current or future
      laws of the United States of America or current or future regulations set
      forth by the United States Securities and Exchange Commission, the British
      Columbia Securities Commission, or the Ontario Securities Commission. This
      Agreement may not be changed orally, but only by an instrument in writing
      signed by the party against whom or which enforcement of any waiver,
      change, modification or discharge is sought. 

	 	
	
      8.19 
	
      This Agreement and the obligations of the Company herein
      are subject to all applicable laws and regulations in force at the local,
      State, Province, and Federal levels in both Canada and the United States.
      In the event that there is an employment dispute between the Company and
      Consultant, Consultant agrees to allow it to be settled
according to applicable Canadian law in an applicable British Columbia
jurisdiction. 



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      8.20 
	
      The securities referred to herein will not be or have not
      been registered under the United States Securities Act of 1933, as
      amended, and may not be offered or sold in the United States absent
      registration or an applicable exemption from registration requirements.
      Any and all potential or actual common share award or stock option awards
      will be in compliance with all applicable regulations in the USA and
      Canada. The securities issued will be subject to a hold period in Canada
      of not less than four months and one day, or for any resales possible into
      the USA under Rule 144, not less than six months and one day. Hold periods
      may be longer if regulations so stipulate. 

	
       
	
       

	
      8.21 
	
      This contract will expire on June 1, 2018 unless renewed
      or extended by mutual written consent of both parties prior to that date
      and can further serve as a month-to-month agreement after that date if
      both parties so agree at that time. 

	
       
	
       

	
      8.21 
	
      Consultant understands and agrees that his name and
      likeness will be announced and widely circulated with regards to his
      executive role with the Company. His name will be disseminated through
      such avenues as press releases, websites, or other media; and in personal
      meetings and appearances and public events. Consultant understands that as
      a publicly traded entity, the Company has certain transparency obligations
      to its shareholders, stock exchanges, and other regulatory bodies, and has
      legal obligations to disclose Consultant’s initial and ongoing
      relationship with the Company during the normal course of business.
  



IN WITNESS WHEREOF the parties have executed this
Agreement the day and year first above written. 

Lexaria Bioscience Corp: 


	 
	Authorized Signatory 



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	SIGNED by: 	 		 
	  	 	  	 
	  	 	  	 
	  	 	DATED: 	 
	  	 		 
	Allan Spissinger 	 		 
	M & E Services Ltd. 	 		 


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