EXHIBIT 10.4


 


CONSULTING AGREEMENT


 


This
CONSULTING AGREEMENT (the "Agreement")
is made as of this 10th day of March 2014, between Eventure Interactive, Inc. having its principal place of business
at 3420 Bristol Street, 6th Floor, Costa Mesa, CA 92626 (hereinafter referred to as the "Company"),
and Harrison Group, Inc. having its principal place of business at 668 N. Coast Highway, Suite 155, Laguna Beach, CA 92651 (hereinafter
referred to as the "Consultant").


 


WHEREAS,
the Company desires to have the Consultant perform certain services as specified herein, and the Consultant is experienced in providing,
and is willing to perform, such services for the Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


 


		1.	Statement of Work.



 


The
Company hereby engages the Consultant to perform, and the Consultant hereby agrees to perform, subject to the direction of the
Company, (i) the services set forth on Exhibit A (the terms of which are incorporated
by reference herein) hereto and (ii) such other consulting services requested by the Company as are within the expertise of the
Consultant (collectively, the "Services").


 


The
Consultant agrees to:


 


(a)          comply
with all instructions and directions regarding the Services
received from the Company;


 


(b)          accept
assignments regarding the Services only from the Chief Executive Officer, President or Chief Financial Officer of the Company;
and


 


(c)          report
only to the President, Chief Executive Officer or Chief Financial Officer of the Company or their designees. The Consultant agrees
to perform the Services with the standard of care, skill and
diligence of an experienced consultant with experience in performing such types of Services.


 


		2.	Relationship Among the Parties.



 


The
Company and the Consultant expressly acknowledge and agree that the Consultant is an independent contractor to the Company, and
this Agreement does not create, and will not be deemed to create, a partnership, joint enterprise,
agency, employer-employee or master-servant
relationship between the parties. The Consultant agrees
that during the term of this Agreement none of the Consultant's
officers, employees or agents shall hold himself or herself out as an employee of the Company. The Consultant acknowledges that
neither the Consultant nor any of its officers, employees or agents is entitled to workers compensation or any other benefit or
insurance protection provided by the Company or its affiliates to their employees. The Consultant will make all filings with local,
state and federal taxing authorities required of it and make all payments required by such taxing authorities, including income
tax and social security tax payments, required on the payments made to the Consultant by the Company hereunder.


 





	 	 	 	 
	 	Consultant	 	Company







 




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The
Consultant acknowledges and agrees that it is not authorized to, shall not, and shall not represent or imply that it has authority
to, bind or obligate the Company in any way nor, without the express prior written authorization of the Chief Executive Officer,
Chief Financial Officer or President of the Company or their designees, negotiate the terms or conditions of any agreement on behalf
of the Company, whether relating to the Services or otherwise.


 


		3.	Effective Date and Term; Termination



 


This
Agreement shall be effective on March 10, 2014 and terminate on August 31, 2015 subject to extension upon mutual written agreement
of both parties. Notwithstanding the foregoing, the Company may terminate this Agreement at any time upon thirty days prior written
notice to Consultant. Upon any such termination, the Company’s obligations to make the monthly payments required by Section
4(a) of this Agreement shall cease. Notwithstanding any termination of this Agreement, the provisions of Sections 2, 7, 9, 10,
11 and 12(j) shall survive and continue.


 


		4.	Compensation and Payment of Expenses.



 


(a)          The
Company shall pay the Consultant for Services performed in accordance herewith at a rate of $2,500 per month due on the first of
each month. Payments due for a partial month of service shall be prorated to reflect same.


 


(b)          The
Company shall issue to the Consultant, as soon as practicable following execution of this Agreement, for Services to be performed
in accordance herewith, 100,000 restricted shares of the Company’s common
stock (the "Shares").
The certificates representing the Shares shall bear appropriate
and customary legends restricting their transfer absent registration under the securities laws or available exemption therefrom.
The Consultant makes the representations and warranties to the Company set forth in Exhibit B hereto (which are incorporated by
reference herein), as of the date hereof and as of the date of each delivery to the Consultant of the Shares.


 


(c)          The
Company will pay directly or promptly reimburse Consultant upon demand (after submission of invoices or other appropriate substantiation
for their payment), all reasonable out-of-pocket costs and expenses reasonably incurred in furtherance of its engagement hereunder;
provided, however, that any single expense item in excess of $_____ is subject to prior written approval by the Company.
The obligation to pay and/or reimburse Consultant for its expenses as contemplated herein shall continue and shall survive termination
of Consultant’s engagement hereunder with respect to any and all expenses incurred prior to the end of the term of this Agreement.


 


		5.	Representations, Warranties and Covenants of the Consultant.



 


The
Consultant represents and warrants to, and covenants with, the Company, as follows:


 


	 	 	 	 
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(a)          the
Consultant has the capacity, power and authority to enter into this Agreement and has the ability, experience and skills necessary
to carry out its obligations under this Agreement;


 


(b)          the
Consultant and its officer, employees, agents and consultants
shall comply with all securities laws and regulations applicable to the Company and the Consultant,
and all policies, rules
and requirements of any exchange or quotation system on which the shares of the Company trade;


 


(c)          the
Consultant shall, and shall cause its officers, employees, agents and co-consultants to act at all times in the best interests
of the Company and to perform the Services with the standard of care, skill and diligence of an experienced consultant with experience
in performing the Services;


 


(d)          the
Consultant will not distribute or disseminate any information concerning the Company in any form or medium,
unless such information and the form and context in which it is to be presented has either
(i) been provided to the Consultant by the Company expressly
for distribution or dissemination, or (ii) has been reviewed and approved in writing by the Company prior to its distribution or
dissemination by the Consultant;


 


(e)          the
Consultant will not engage in any transaction involving the offer or sale of securities of the Company,
and will not solicit or encourage any other party to engage in any transaction involving the
offer or sale of securities of the Company, at any time that the Consultant is in possession of material non-public information
concerning the Company;


 


(f)          neither
the Consultant nor any of its affiliates or associates have or will act or be considered to act as a finder, underwriter, broker,
dealer or promoter of any of the Company's
securities, either in private or public transactions; and


 


(g)          the
Consultant shall comply with all instructions and directions
regarding the Services received from the Company.


 


		6.	Services Not Exclusive.



 


The
Consultant shall devote such of its time and effort necessary
to the discharge of its duties hereunder. The Company acknowledges that the Consultant is engaged in other business activities,
and that it will continue such activities during the term of this Agreement. The Consultant shall not be restricted from engaging
in other business activities during the term of this Agreement.


 


	 	 	 	 
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		7.	Ownership and Confidentiality of Data and Work Product.



 


(a)          The
Company, its employees, officers,
affiliates, agents and counsel, and
third parties shall make information, data and documents
available to the Consultant during the course of the Consultant
providing
the Services
to the
Company (collectively,
"Data").
The Consultant agrees to treat all Data as proprietary to the Company and to cause its officers,
employees, affiliates and agents to keep such Data in strict confidence and to treat all Data as proprietary to the Company. The
Consultant agrees that the Company shall have sole ownership and title to, and
all rights and interests in, all documents, memoranda and
other work products prepared, procured,
produced, or worked
on by the Consultant in the course of providing
Services to
the Company (collectively,
"Work
Product"). All
Data and Work Product shall be accorded treatment by the
Consultant and its employees, officers, affiliates and agents as confidential and proprietary.


 


(b)          The
Consultant acknowledges and agrees that the Company, and
any other entity designated by the Company shall have the sole, exclusive
right to use the Work Product for any purpose that, in
its sole discretion, it elects.


 


		8.	Conflicts;
Covenant Not
to Compete.



 


(a)          The
Consultant hereby
represents and warrants
that (i) no conflict of
interest shall arise
as a result of the Services to be provided hereunder
and (ii) this Agreement
and the Services to be provided
hereunder do not violate
any agreement between
Consultant and any third
party.


 


(b)          The
Consultant hereby covenants
that (i) it
shall not perform any services for itself or on behalf
of any third
party which
shall create a conflict
of interest with the
Services to be performed hereunder,
and (ii)
it shall
not enter into
any contract which
would be violated by the performance of
the Services provided,
or to be provided,
hereunder.


 


(c)          During
the term
of this Agreement, the Consultant
warrants,
represents and agrees that it will
not compete directly with the Company in the Company's
primary industry or related fields.


 


		9.	Injunctive
Relief.



 


Each
party acknowledges that a breach or threatened breach of
any of the covenants or other agreements contained herein
would give rise to irreparable
injury to
the party relying
on such covenant or other agreement
which injury
would be inadequately compensable
in money damages. Accordingly, such party or where
appropriate, a client of such party, may seek and obtain
an injunctive relief from
the breach or threatened
breach of any provision,
requirement or covenant of this
Agreement,
in addition to and
not in
limitation of any other
legal remedies which may be available.


 


The
parties acknowledge and agree that the covenants contained
herein are necessary for the protection of the parties' respective legitimate business
interests and are reasonable in scope and content.


 


		10.	Non-Solicitation.



 


During
the term of, and for a period of one (1) year after the termination of, this Agreement, the Consultant shall not:


 


	 	 	 	 
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(a)          Recruit,
solicit or hire, or attempt to recruit, solicit or hire, any employee or independent contractor of the Company to leave the employment
(or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment
or consulting agreement;


 


(b)          Attempt
in any manner to solicit or accept from any customer of the Company business of the kind or competitive with the business done
by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce
the amount of business which such customer has customarily done or is reasonably expected to do with the Company, or if any such
customer elects to move its business to a person other than the Company, provide any services (of the kind or competitive with
the business of the Company) for such customer, or have any discussions regarding any such service with such customer, on behalf
of such other person; or


 


(c)          Interfere
with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier,
distributor, co-venturer or joint venturer of the Company to discontinue or reduce its business with the Company or otherwise interfere
in any way with the business of the Company.


 


		11.	Compliance with Law; Indemnification.



 


(a)          The
Consultant shall comply with all securities laws and regulations applicable to the Consultant, and all policies, rules and requirements
of any exchange or quotation system on which the shares of the Company trade.


 


(b)          The
Consultant shall not provide any person or entity with investment advice, analysis or recommendations regarding the Company and/or
its securities.


 


(c)          The
Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors,
officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against
any and all losses, claims, liabilities, obligations, fines,
penalties,
damages and expenses,
including reasonable
attorney's
fees incurred
by any of them resulting from or arising out of any action
by the Consultant which constitutes a violation of any law or regulation or as a result of any misrepresentation or other breach
of this Agreement made by the Consultant.


 


		12.	Miscellaneous Provisions.



 


(a)          Presumption.
This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.


 


(b)          Computation
of Time. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from
which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which
event the period shall begin to run on the next day which
is not a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day thereafter which
is not a Saturday, Sunday or legal holiday.


 


	 	 	 	 
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(c)          Titles
and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and
shall not be deemed part of the context nor affect the interpretation of this Agreement.


 


(d)          Pronouns
and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the Person or Persons may require.


 


(e)          Further
Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the
purpose of this Agreement.


 


(f)          Good
Faith, Cooperation and Due Diligence.
The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in
fact in the performance of all obligations of the parties
pursuant to this Agreement. All promises and covenants
are mutual and dependent.


 


(g)          If
any provision of this Agreement, or the application of such provision to any person or circumstance, becomes or is found to be
illegal, shall be held invalid, or unenforceable for any reason, such clause
provision must first be modified to the extent necessary
to make this Agreement legal and enforceable and then if necessary, second, severed from the remainder of the Agreement to allow
the remainder of the Agreement to remain in full force and effect.


 


(h)          Assignment.
This Agreement may not be assigned by either party hereto without the written consent of the
other, but shall be binding upon successors of the parties.


 


(i)          Notices.
All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally
or by express delivery service, to the party to be notified.
Notice to each party shall be deemed to have been duly given upon delivery,
personally or by courier (such as FedEx or similar express delivery service), at the address
set forth heretofore, or to such other offices or address as either party may designate, upon at least ten (10) days'
written notice, to the other party.


 


	 	 	 	 
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(j)           Governing
Law; Arbitration. The validity, performance,
construction and effect of this Agreement shall be governed by the laws of the State of California, applicable to agreements to
be wholly performed within the State of California. Any and all disputes, complaints, controversies,
claims and grievances arising under, out of, in connection with, or in any manner related to
this Agreement or the relation of the parties hereunder (other than disputes under the Confidentiality Agreement which shall be
resolved in accordance with the provisions thereof) shall be submitted to final and binding arbitration to be conducted by the
American Arbitration Association in Orange County, California, in accordance with its Commercial Arbitration Rules (including the
Expedited Procedures thereof). Arbitration proceedings hereunder may be commenced by written notice from either party hereto to
the other party. Such proceedings and evidence shall be
confidential. The arbitrator shall have the power and the authority to make such decisions
and awards as he shall deem appropriate, including granting damages and costs to the prevailing party (including fees of the arbitrator,
but excluding punitive, exemplary,
consequential or special
damages and attorneys'
fees),
and the
granting
or issuance of such mandatory directions, prohibitions, orders, restraints and other injunctions as he may deem necessary or advisable
directed to or against any of the parties, including a direction or order requiring specific performance of any covenant, agreement
or provision of this Agreement as a result of a breach
or threatened breach thereof. In arriving at his decision, the
arbitrator shall be free to consider all such matters, facts and principles,
including the comparative fault of the parties, as he in his sole discretion shall determine. To the extent that there is a prevailing
party in the arbitration, the losing party shall pay all costs of the arbitration; otherwise the costs of such arbitration shall
be borne equally by the parties, provided that in either case each party shall
bear the cost
of its own
attorneys'
fees and expenses.
Any decision and
award of the arbitrator shall be final, binding and conclusive upon both of the parties hereto
and said decision and award may be entered as a final judgment in any court of competent jurisdiction.
It is expressly agreed that arbitration as provided herein shall be the exclusive means for determination of all matters as above
provided and neither of the parties hereto shall institute any action or proceeding in any court of law or equity, state or federal,
other than respecting
enforcement
of the arbitrator's
award
hereunder.
The foregoing sentence shall be a bona fide defense in any action or proceeding instituted
contrary to this Agreement.


 


(k)          Entire
Agreement. This Agreement contains the entire understanding and agreement among the parties.
There are no other agreements, conditions or representations,
oral or written, express
or implied, with regard thereto. This Agreement may be
amended only in writing signed by all parties.


 


(l)           Waiver.
A delay or failure by any party to exercise a right under this Agreement, or
a partial or single exercise
of that right, shall not constitute a waiver of that or
any other right.


 


(m)         Counterparts.
This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same Agreement. In
the event that the document is signed by one party and faxed to another, the
parties agree that a fixed signature shall be binding upon the parties to this agreement as thought the signature was an original.


 


(n)          Successors.
The provisions of this Agreement shall be binding upon all parties, their
successors and assigns; provided that this Agreement may
not be assigned by either Company or Consultant without the express written consent of the other.


 


(o)          Counsel.
The parties expressly acknowledge that each has been advised to seek separate counsel for advice in
this matter and has been given a reasonable opportunity to do so.


 


(Remainder of Page
Intentionally Left Blank)


 


	 	 	 	 
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IN WITNESS
WHEREOF, the parties
hereto have executed and delivered this
Consulting


 


Agreement
to be effective as of
the day and year
provided herein.


 





	EVENTURE INTERACTIVE, INC.	 	HARRISON GROUP, INC.


 


	By:	/s/ Gannon K. Giguiere	 	By:	/s/ Nelson G. Griffin
	Name:  Gannon K. Giguiere	 	Name:  Nelson G. Griffin
	Title:  Chief Executive Officer	 	Title:  Chief Executive Officer







 


	 	 	 	 
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EXHIBIT A


 


Description
of Services


 


A.           Managing
and communicating the Company's corporate profile within
the investment community, with the goal of raising and improving such profile.


 


B.           Conducting
and arranging meetings on behalf of the Company, in person
or by telephone, with brokers,
dealers, analysts and other investment professionals and advising
them of the Company's plans,
goals, and activities.


 


C.           Arranging
meetings with the investment community (both sell-side
and buy-side) to advise them of the Company's plans,
goals, and activities.


 


D.           Making
reasonable efforts to increase public participation in the Company's
activities by assisting with the supervision of corporate
advertising, Internet website and financial releases
as approved by the Company.


 


E.           Providing
financial and business advice to the Company.


 


It is understood
that under no circumstances shall the Consultant (a) perform investment advisory services and/or advise any person or entity to
buy, sell or hold the Company's securities, or (b)
make, publish or distribute, in any form, any securities analysis or recommendation to buy, sell or hold the Company's
securities, or (c) act as a broker, dealer or finder with respect to the Company's
securities or (d) engage in any regulated
activity in connection with the Company's securities. All
written materials referring to the Company prepared or used by the Consultant in performing the Services shall be approved in
writing by the Company in advance of their use or dissemination. The Consultant shall not include in any communication (written
or oral) with any third party (a) any false or misleading statement regarding the Company (including its businesses, properties,
prospects, customers, or personnel).


 


	 	 	 	 
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EXHIBIT B


 


Representations and
Warranties Relating to the Shares


 


(a)          The
Consultant 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.
The Consultant understands and acknowledges
that the Shares have
not been registered under 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.
The Consultant 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)          The
Consultant 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
the Consultant
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 the Consultant 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").
The Consultant 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. The Consultant
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. The Consultant
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. The Consultant 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)          The
Consultant 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.


 


	 	 	 	 
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