Order to ship to Hemp, Inc.Exhibit 10.5


 





	 	Proposal & Product Description


PO Box 353 Bloomfield, IN 47424 | Phone 812-762-4400


www.nuaxontech.com







 





	Proposal Heading



 


 


Date prepared: March 16, 2017


 


Company: Freedom Leaf, Inc.


Contact: Clifford J Perry or Raymond P Medeiros


Address: 3571 East Sunset Road, Suite 420, Las Vegas, NV
89120


Phone: CJP: 954-895-3316; RPM 415-601-1974


Email: cliff@freedomleaf.com; ray@freedomleaf.com


 








	Basic Description of Proposed Equipment



 





	Model number: 5L1602FA


System description: Closed loop system for transport of CO2
from gaseous state to liquid state to supercritical fluid state.


Height of Unit: 8 feet


Approximate floor space required: 8’ x 5’


Extraction vessel size: 5 Liter


Number of extraction vessels: 2



	Separator vessel size: 2.5 Liter


Number of separator vessels: 2


Number of water separators: 1


Flow Rate: 30 Liters per hour


Lead time until shipment: 12 weeks


Estimated Ship time: 5 weeks


Estimated time for set up: 3 days








 




	System Features and Scope of
    Work


 


	1.		System designed to meet cGMP.





	2.		Extraction vessel designed with safety closures and special seals suitable for CO2
duty and quick closures for separator vessels.





	3.		Modular steel frame for mounting of extraction vessels and all peripherals including
controls.





	4.		Maximum operating pressure for extractors is 350 bar (5076 psi) and maximum temperature
is 55C.





	5.		Maximum operating pressure for separator #1 ‎is 130 bar (1885 psi) and 70 bar
(1015 psi) for separator #2.





	6.		Additional water separator to trap the higher notes, and the most elusive terpenes.





	7.		All contact parts are SS 316, noncontact parts are SS 306 and the supporting structure
is SS 306 or MS with epoxy coat.





	8.		Easy to use SCADA system with semiautomatic and manual mode options.





	9.		System logs all data electronically for analysis.





	10.		System has remote troubleshooting capabilities via a standard internet connection.





	11.		Optional smart phone app for management and control oversight.





	12.		Recycling of CO2 for environmental and fiscal conservation.





	13.		Two stage safety with interlocked electronic controls and second stage mechanical
safety.





	14.		High technology pressure regulation system consisting of servo controlled automated
back pressure regulator.







	15.		Specially developed motorized and metering CO2 pump with controls for variable
pressure and flow rate control.








 


 


 





Proposal good for 15 days from date of proposal










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	 	Proposal & Product Description


PO Box 353 Bloomfield, IN 47424 | Phone 812-762-4400


www.nuaxontech.com







 


This is a complete system with the exclusions noted in this proposal. On site erection
and commissioning for an extra charge. We will assign a skilled technician for erecting and training of plant operations.


 


All rigging and material movement will be done
by you under our supervision. Warranty will be voided on any work done without our project manager onsite.


 


	Exclusions
and Client Responsibilities



 


	1.		U stamp pressure vessel certification, extra if required. Optional, and will increase
the cost by 5 to 10%. Purchaser must verify local requirements.





	2.		Any civil work if required must be completed prior to scheduled installation.





	3.		Client must have an indoor space prepared of great enough size to accommodate the
equipment including a concrete floor sufficient to hold the weight of the equipment, and a ceiling high enough to accommodate
it.





	4.		Provision for utilities such as electrical power, water, and heater connections to
the plant at specific location.





	5.		Client must have a licensed refrigeration contractor on site to install and commission
the required condensing units as per local regulation.





	6.		Air compressor (2 HP) for pneumatic operations and piping for air flow as required
at site.





	7.		Installation team will not be scheduled until client can provide documentation and
photographic evidence that the compressor is installed and operational.





	8.		Three phase power 230 V/ 60 Hz connection is required, and client must have a licensed
electrician on site at the time of commissioning. If a permanent three phase power supply is not provided with due protection
for the extraction unit’s electrical components, then the warranty for the extraction unit will be considered null and void.





	9.		Adequate CO2 supply (minimum of 200 Liters) at 60 bar to be provided by the client
in to the storage tank for the extraction plant. This must be on hand prior to the arrival of the installation team for commissioning.
CO2 must be committed for testing only and might not be preserved for use after set up and testing, this is at the client’s
expense.





	10.		Any work outside the battery limits of the plant that is inlet of the CO2 storage
tank and exhaust from the separator will be the sole responsibility of the client.





	11.		Installation team will be working weekends and holidays during the installation and
commissioning, client must provide access, personnel and required resources for every day during the scheduled installation period.





	12.		The equipment is designed as an indoor unit and requires a temperature controlled
area for storage and operation. The allowable temperature range for operating the equipment is between 18C (65F) to 30C (85F).





	13.		A minimum of 2 batches of raw material will be required for proper commissioning and
fine tuning of the equipment. The client is solely responsible for procuring material that has been properly dried and ground
as required by the commissioning team. Raw material must be committed for testing only and might not be preserved for use after
set up and testing, this is at the client’s expense.





	14.		In the event that installation is delayed beyond 90 days after the equipment is delivered
to the client’s ship to address, all additional costs due to storage related issues will be sole responsibility of the client.
This includes but is not limited to, seals, pump parts, rusted parts, weathered parts, expedited shipping for said parts, software
resets, and extended housing, transportation and food cost for a prolonged commissioning period.



 


 




Proposal good for 15 days from date of proposal





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	 	Proposal & Product Description


PO Box 353 Bloomfield, IN 47424 | Phone 812-762-4400


www.nuaxontech.com








 


	Warranty and Terms



 


NuAxon Bioscience, Inc. warrants that this equipment will be free from defect in material
and workmanship for a period of 12 months from date of powered startup or 18 months from date of delivery whichever is less.


 


Warranty does not apply to normal wear and
tear, consumables, misuse and equipment that is not maintained as per schedule of maintenance. Warranty will not cover explosion,
erosion and effects of electro-chemical corrosion and such areas of use which are beyond the control of the manufacturer. Any defects
and deficiencies will be rectified / replaced by NuAxon Bioscience, Inc. at their option and judgment. Warranty will be voided
on any work done without our project manager onsite.


 


Ongoing service support other than warranted
issues, is available but is contracted separately from this document. Likewise routine spares and supplies required for normal
maintenance as well as normal wear and tear are quoted and supplied separately.


 


NuAxon accepts wire transfers, bank check (10
business days to clear) or credit card (additional 2.5% fee) for payment. Down payment required with purchase order to begin work
on the equipment production.


 


Down payment – 50% due prior to the start
of production.


2nd Instalment – 25% due upon
approval of the construction drawings, not later than 60 days after beginning the project.


Final instalment – Balance due within
7 days of notification that unit is ready for shipping from the factory.


Payment terms are based on total invoice amount.


 


All drawings, technical data, product information
and operational information are the sole property of NuAxon and may not be shared, distributed, duplicated or transmitted in any
form to any party outside the client company without the express written consent of NuAxon.




 


 


Proposal good for 15 days from date of proposal






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	 	Proposal & Product Description


PO Box 353 Bloomfield, IN 47424 | Phone 812-762-4400


www.nuaxontech.com







 


Order to ship to Hemp, Inc.


 


 


	Pricing



 





	Upfront Costs
	Plant complete after deducting 7% commission	$195,300
	Packing 	$10,600
	Installation	$10,000
	Total Due Upfront	$215,900
	 	 
	Plus Other Associated Costs at Actual
	Shipping cost estimated (by sea)	$6,000
	Shipping cost estimated (by air)	$10,000
	Customs Duty estimated 	$5,400
	Smartphone App	$5,000




 


 


This offer accepted by the undersigned will be considered a purchase
order and will be fully executed when accompanied by the required down payment.


 


Order to fulfill Hemp, Inc. Order received On February 21, 2017


 


Freedom Leaf, Inc.


 


Name: Raymond P Medeiros


Please Print


 


	Title: Vice President Business Development    	 Date:  March 15, 2017	 
	Company
    Position	 MM
    / DD / YY 	


 


 


Signature               /s/
Raymond P Medeiros                 


 




 


Proposal good for 15 days from date of proposal


 






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