EXECUTIVE
SERVICES AGREEMENT


 


THIS
EXECUTIVE SERVICES AGREEMENT (herein this “Agreement”) is made this 1st day of October, 2013 by and between American
Heritage International Inc., a Nevada corporation (qualified to transact business in Nevada) (herein “American Heritage”)
having a business location at Tivoli Village, 410 South Rampart, Ste 390, Las Vegas, Nevada 89145 and Vincent Bonifatto, (herein
“Bonifatto”).


 


RECITALS


 


A.American
Heritage is in the business of manufacturing, through contract manufacturers and then distributing and selling online the American
HeritageTM brand of disposable electronic cigarettes (the “Business”).


 


B.Bonifatto
has, for a number of years throughout North America and other countries in the World been involved in the development, manufacture,
sale and distribution of electronic cigarettes.


 


C.The
Parties hereto agree to enter into this Agreement which replaces all prior discussions, negotiations, understandings and agreements,
and furthermore, which necessarily clarifies their respective duties and obligations with respect to the within General Services
to be provided hereunder; all in accordance with the terms and conditions of this Agreement.


 


NOW
THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


 


1.
General Services and Duties


During
the initial term and during the continuance of this Agreement, American Heritage agrees to retain Bonifatto as Chief Executive
Officer of American Heritage and Bonifatto agrees to accept this senior officer position of American Heritage. Bonifatto also
agrees to accept such positions in order to provide such related services to American Heritage relating to the ongoing development
of American Heritage, it being expressly acknowledged and agreed by the parties that Bonifatto shall initially commit and provide
to American Heritage the services on a reasonably full-time basis during the full term of this Agreement. Bonifatto acknowledges
and agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of American Heritage
and any changes therein which may be adopted from time to time.


 


2.
Initial Term and Renewal


 


2.1
The initial term of this Agreement is for a period of 36  months commencing on October 1, 2013 (the “effective
date”).


 


2.2
Subject at all times to termination by either party as provided below, this Agreement shall renew automatically if not specifically
terminated. In such case, American Heritage agrees to notify Bonifatto in writing at least 90 calendar days prior to the end of
the initial Term of its intent not to renew this Agreement (“American Heritage’s Non-Renewal Notice”). Should
American Heritage fail to provide American Heritage’s Non-Renewal Notice this Agreement shall automatically renew on a twelve-month
renewal basis after the initial Term and on each twelve-month term thereafter. Any such renewal on a twelve month basis shall
be on the same terms and conditions contained herein unless modified and agreed to in writing by the parties in advance.


 


3.
Termination


 


3.1
Termination without cause and for cause by Bonifatto.











This Agreement may be terminated by American
Heritage provided there is a majority vote to terminate by the American Heritage board of directors. American Heritage must deliver
to Bonifatto written notice 30 days prior to said termination vote by the American Heritage board of directors. If the American
Heritage board of directors votes affirmative to terminate, Bonifatto's duty to provide services will immediately cease, however
American Heritage shall continue to be obligated to provide and pay Bonifatto his agreed compensation for a period of 180 days
beyond the date of Termination.







 


3.2
Termination without cause by American Heritage.


This
Agreement may be terminated by American Heritage at any time after the Effective Date upon American Heritage’s delivery
to Bonifatto of prior written notice at least 30 days prior to the effective date. Bonifatto’s duty to provide services
will immediately cease upon the date of the Notice of Termination, however American Heritage shall continue to be obligated to
provide and pay Bonifatto his agreed compensation for a period of 180 days beyond the date  of Termination.



    	 



    	 



    




 


 


3.4Disability
or death.


This
Agreement may be terminated at any time by either party within 21 calendar days after the death or disability of Bonifatto, as
a without termination. Disability shall mean Bonifatto shall have been unable to provide services contemplated under this Agreement
for a period of 90 calendar days, whether or not consecutive, during any 360 calendar day period due to a physical or mental disability.
A determination of disability shall be made by a physician satisfactory to both parties; provided that if the parties do not agree
each shall select a physician and these two shall select a third physician whose determination as to disability shall be binding.


 


4.
COMPENSATION


 


4.1
Fee. Bonifatto shall be compensated for his services, as defined herein, from the effective date to the termination date
at the gross annual fee of $60,000, such fee to accrue monthly at $5,000 per month.


 


5.   General
Provisions


 


5.1   Bonifatto
warrants that he shall conduct services and other activities he performs for American Heritage in a manner which is lawful and
reputable and which brings good repute to American Heritage.


 


5.2The
parties hereto each agree to indemnify and save harmless the other party, their respective heirs, assigns, representatives, officers,
directors and agents, harmless from and against any and all losses, claims, actions, suits, damages, or expenses of whatsoever
nature or kind to which an indemnified party may become subject by reason of the terms and conditions of this Agreement.


 


5.3Notices.
Unless otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given,
and on the date of mailing, if sent by first class mail, or if sent by registered or certified mail, postage prepaid and properly
addressed to the party at its address set forth on the signature page.


 


5.4Binding
Effect. This Agreement and obligations of the parties hereunder shall be binding upon and inure to the benefit of the heirs,
sucessors and assigns of the parties.


 


5.5Headings.
The subject headings of the sections of this Agreement are included for purpose of convenience only and shall not affect the
construction or interpretation of any of its provisions.


 


5.6Entire
Agreement; Waivers. This agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained
in it and supersedes all prior or contemporaneous agreements, representations, and understandings of the parties. No waiver of
any of the provisions of the Agreement shall be binding, unless executed in writing by the parties.


 





	
        American Heritage International Inc.

        Tivoli Village

        410 South Rampart

        Suite 390

        LAS VEGAS, NV 89145 USA
	
         

        1 888 745 4338

        info@americanheritageonline.com

        www.americanheritageonline.com





 



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5.7Attorney’s
Fees and Cost. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, or in the event that
the matter is determined by final judgment of a court in favor of one party then, the successful or prevailing party shall be
entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any
other relief to which such party may be entitled.


 


5.8   Governing
Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada, and each party
hereto agrees to irrevocably submit to the jurisdiction of the Courts of the State of Nevada and agrees that all such actions
and proceedings shall only be commenced in the District court in and for the City and County of Las Vegas and State of Nevada.


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.


 


American
Heritage International Inc.


 


/s/
Vincent Bonifatto


By
Vincent Bonifatto


 


 


/s/
Anthony Sarvucci 


Anthony
Sarvucci


Its
Chief Executive Officer


 





	
        American Heritage International Inc.

        Tivoli Village

        410 South Rampart

        Suite 390

        LAS VEGAS, NV 89145 USA
	
         

        1 888 745 4338

        info@americanheritageonline.com

        www.americanheritageonline.com





 



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