CONSULTING AGREEMENT


 


This
Agreement is made effective as of April 1, 2018, by and between Rocky Mountain High Brands, Inc., of 9101 LBJ Freeway /
Suite 200, Dallas, Texas 75243, and Tom Blackington, of 2819 N Fitzhugh, Dallas, Texas 75204.


 


In this
Agreement, the party who is contracting to receive services shall be referred to as "Rocky Mountain High Brands, Inc., or
Company", and the party who will be providing the services shall be referred to as "Tom Blackington, or Individual".
This agreement replaces the previous agreement between the Company and Tom Blackington dated February 1, 2018.


 


Tom Blackington
has a background in the beverage industry and is willing to provide services to Rocky Mountain High Brands, Inc. based on this
background.


 


Rocky Mountain High Brands, Inc. desires to have services
provided by Tom Blackington. Therefore, the parties agree as follows:


		1.	DESCRIPTION OF SERVICES. Beginning on April
1, 2018, Tom Blackington will provide the following services (collectively, the "Services"):



 


Scope of Work – Build revenue
for HEMPd –


 


		·	Build plan for retail availability



 


		o	Identify market potential, target list, distribution options, pricing
and develop a plan with options to create revenue stream



		o	Identify route to market – trade shows, brokers, marketing
programs, etc. – to maximize potential revenue.



		o	Execute plan – start sell-in process to retailers and distributors



		o	Develop SoCal retail launch plan – water and potentially other SKU’s



		▪	ID target retailers, distributors



		▪	Develop business economics, pricing, logistics, resource needs,
volume projections, etc.



		▪	Begin selling process in Q2



		o	Start a TX plan to begin to build availability – focus initially on the DFW market –



make store calls, open and set up new accounts, sell direct
to customers, etc.


 


		·	Burkel group – work with them to build their sales of HEMPd



 


		o	Training, poster, decal, display units, mobile app, swag and store
manager incentives



 




    	 		 



    	 



    

 


Scope of Work – Build
retail availability and the needed distributor network for Eagle Spirit in the Texas/Oklahoma market


 


Texas


		o	Target chains



		▪	Winco10 stores



		▪	Central Market10



		▪	Market Street16



		▪	United65



		▪	Whole Foods Southwest30



		▪	Sprouts30



		▪	Total161



		▪	Look into potential with Costco



		o	Target distributors



		▪	Horizon, ADI, Davis, KeHE, UNFI



 


Oklahoma


		o	Target chains



		▪	Winco4 stores



		▪	Homeland70



		▪	Reasor’s20



		▪	Warehouse Market10



		▪	Crest Foods17



		▪	Total121



		o	Target distributors



		▪	Capital Distributors, LNF, KeHE, UNFI



 


		2.	PERFORMANCE OF SERVICES. The manner in which
the Services are to be performed and the specific hours to be by Tom Blackington shall be determined by the number of hours as
may be reasonably necessary to fulfill his obligations under this Agreement. Rocky Mountain High Brands, Inc. will rely on Tom
Blackington to work as many hours as may be reasonably necessary to fulfill his obligations under this Agreement.






	 	3. 	PAYMENT. Rocky Mountain High Brands, Inc. will pay a fee to Tom Blackington for the Services in the amount of $5,500.00
per month. This fee shall be payable in a payment of $2,125.00 on the first (1st)
and fifteenth (15th) days of each month, and another $1,250.00 in stock of Rocky Mountain High Brands, Inc. (to
be adjusted for a 25% lack of marketability discount). Stock will be issued at the end of the term based on the average closing
bid price of the stock for the ten day period leading up to the end of the month. All stock issued will be Rule 144 stock and will
have a 6 month holding period.



 







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		4.	EXPENSE REIMBURSEMENT. Tom Blackington shall
be entitled to reimbursement from Rocky Mountain High Brands, Inc. for the following "out-of-pocket" expenses: Those
expenses approved by the Company in writing in advance.



 


		5.	SUPPORT SERVICES. Rocky Mountain High Brands,
Inc. will provide the following support services for the benefit of Tom Blackington: Office Space if / when needed.



 


		6.	NEW PROJECT APPROVAL. Tom Blackington and Rocky
Mountain High Brands, Inc. recognize that Tom's Services will include working on various projects for Rocky Mountain High Brands,
Inc. Tom shall obtain the approval of Rocky Mountain High Brands, Inc. prior to the commencement of a new project.



 


		7.	TERM/TERMINATION. This agreement can be discontinued
at any time by Rocky Mountain High Brands, Inc. It can also be changed, modified or extended by mutual agreement of both parties.



 


		8.	RELATIONSHIP OF PARTIES. It is understood by
the parties that Tom Blackington is an independent contractor with respect to Rocky Mountain High Brands, Inc., and not an employee
of Rocky Mountain High Brands, Inc. Rocky Mountain High Brands, Inc. will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of Tom Blackington.



 


		9.	INDEMNIFICATION. Rocky Mountain High Brands,
Inc. agrees to indemnify and hold harmless Tom Blackington from all claims, losses, expenses, fees including attorney fees, costs,
and judgments that may be asserted against Tom Blackington that result from the acts (i.e., making product claims) or omissions
of Rocky Mountain High Brands, Inc., the Company’s employees, and/or the Company's agents.



 


		10.	CONFIDENTIALITY. Rocky Mountain High Brands,
Inc. recognizes that Tom Blackington has and will keep Confidential the following information: prices, costs, business affairs,
future plans, trade secrets, customer lists, copyrights, formulas and other proprietary information (collectively, “Information
which are valuable, special and unique assets of Rocky Mountain High Brands, Inc. and need to be protected from improper disclosure.
In consideration for the disclosure of the Information, Tom agrees that he will not at any time or in any manner, either directly
or indirectly, use any Information for his own benefit, or divulge, disclose, or communicate in any manner any Information to any
third party without the prior written consent of Rocky Mountain High Brands, Inc. Tom will protect the Information and treat it
as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.



 


		11.	CONFIDENTIALITY AFTER TERMINATION. The confidentiality
provisions of this Agreement shall remain in full force and effect for a period of two (2) years after the termination of this
Agreement.



 


		12.	RETURN OF RECORDS. Upon termination of
                                                                                                                                                                       this Agreement, Tom Blackington shall deliver all records, notes, data, memoranda, models, and equipment of any nature that
                                                                                                                                                                       are in his possession or under his control and that are Rocky Mountain
High Brands, Inc.'s property or relate to Rocky Mountain High Brands, Inc.'s business.



 




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		13.	NOTICES. All notices required or permitted
under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:






If for Rocky Mountain High Brands, Inc.:


 


Rocky Mountain High Brands, Inc.


Attn: David Seeberger


9101 LBJ Freeway / Suite 200


Dallas, Texas 75243


 


If for Tom Blackington:


 


Tom Blackington


2819 N Fitzhugh


Dallas, Texas 75204


 


Such address may be changed from
time to time by either party by providing written notice to the other in the manner set forth above.


 


		14.	ENTIRE AGREEMENT. This Agreement contains
the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.
This Agreement supersedes any prior written or oral agreements between the parties.



 


		15.	AMENDMENT. This Agreement may be modified or
amended if the amendment is made in writing and is signed by both parties.



 


		16.	SEVERABILITY. If any provision of this Agreement
shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.



 


		17.	WAIVER OF CONTRACTUAL RIGHT. The failure of
either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right
to subsequently enforce and compel strict compliance with every provision of this Agreement.



 


		18.	APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.



 


		19.	INTERRUPTION OF SERVICE. Either party
                                                                                                                                                                        shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or
                                                                                                                                                                        contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws
                                                                                                                                                                        proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes,
                                                                                                                                                                        floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a
                                                                                                                                                                        day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the
                                                                                                                                                                        parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations
                                                                                                                                                                        continues for a period in excess of thirty (30) days, either party shall
have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.



 




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		20.	ASSIGNMENT. Tom Blackington agrees that he
will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior
written consent of Rocky Mountain High Brands, Inc. Any purported assignment, transfer, or delegation shall be null and void. Nothing
in this Agreement shall prevent the consolidation of Rocky Mountain High Brands, Inc. with, or its merger into, any other corporation,
or the sale by Rocky Mountain High Brands, Inc. of all or substantially all of its properties or assets, or the assignment by Rocky
Mountain High Brands, Inc. of this Agreement and the performance of its obligations hereunder to any successor in interest or any
Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity
other than those enumerated above.



 


IN WITNESS
WHEREOF, the Parties hereto have executed or caused this Consulting Agreement to be executed by their duly authorized officers
as of the day and year first written above.


 


 


Party receiving services:


 


Rocky Mountain High Brands, Inc.





 








 By: ___________________


Michael R. Welch


President & Chief Executive Officer


 





 


 


Party providing services:


 


Tom Blackington


  


By: ____________________


Tom Blackington


AXS Brands






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