October
1, 2013


 


ROYALTY
AGREEMENT


 


Pursuant
to our recent conversations, Frozen Food Gift Group, Inc.,
a Delaware Corporation ("FROZ") hereby
submits to Global Specialty Products, Inc. a California Corporation
("the "Company"),
This Royalty Agreement: (the "Agreement")
dated as of October 1, 2013 


 


This
Royalty Agreement sets forth the terms pursuant to which FROZ will act as the Company’s strategic investment consultant providing
advice and services regarding matters more specifically set forth below.


 


		1.	For one dollar in hand, and other good and valuable consideration,
including the commitments made by each party hereto to the other, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:



 


		a.	Company hereby retains Consultant
                                         to perform the strategic consulting services for Company on the terms and for the consideration
                                         set forth below, and Commitment
                                         hereby agrees to strategic consulting services on the terms and for the consideration
                                         set forth herein.



 


		b.	Pursuant
                                         to the terms of this Agreement, Consultant has now numerous entities, and will make an
                                         introduction of said entities to the Company. Consultant also knows other entities whom
                                         Consultant will also introduce to the Company. In
                                         each case, Consultant believes these
                                         entities may have an interest in purchasing, leasing and/or financing products and equipment
                                         of the Company.



 


		c.	The
                                         parties contemplate that if discussions are successful with one or more of said entities,
                                         that such entity(s) will provide the Company with additional sales, in the form of purchase,
                                         leases or service orders or
                                         a combination thereof.



 


		2.	General
                                         Services. Provide
                                         strategic consulting services, on an
                                         as needed basis as determined by the mutual agreement of both FROZ and the Company, with
                                         regard to the Company becoming fully expanding its roster of clients, including but not
                                         limited to: (i) introduction and facilitation of new products, including MicroRoasters
                                         Inc., products and brands. MicroRoasters’ products are any products incorporated
                                         or based on the wholly owned MicroRoasters Intellectual property (ii) introduction and
                                         facilitation of new sales contracts (iii) introduction to potential service contracts
                                         (iv) investment of $100,000 specifically for the MicroRoasters (MRT) brand to be manufactured
                                         and possibly distributed by the Company. The investment will come in
                                         the form
                                         of $20,000 at
                                         the time Of closing Royalty Agreement, and an
                                         additional as-needed basis,
                                         approved by both
                                         parties, over the course of
                                         the year following the signature
                                         of the Royalty agreement. The scope of the Services and additional strategic consulting
                                         services, if any, shall be determined on a case- by- case basis by the parties.



 


		3.	Performance
                                         of Services. In conjunction with the
                                         performance of the Services, FROZ agrees to:



 


		a.	Make
itself available to the Company for meetings, sales calls and phone conferences during normal business hours for reasonable periods
of time, subject to reasonable advance notes and mutually convenient scheduling, for the purpose of advising the Company with
regard to the Services to be performed such the preparation of such reports.
summaries corporate profiles, suggested terms for sales and leases due
diligence packages, corporate presentations, and/or other
material and documentation as shall be necessary to properly present
the Company to individuals and/or entities that could purchase or
lease products from the company.



 




    	 



    	 



    

  


		b.	The Company and FROZ will enter into a joint bank account lock-box
banking relationship, where all MRI receivables are to be directed to this bank account. FROZ will be paid its royalties first
and all remaining proceeds will be swept to the Company account on an as needed basis. The Company and FROZ have thirty (30 days)
from the signature of this agreement to establish the join lock-box banking relationship.



 


		c.	Within
                                         thirty (30) days from the signature of this
                                         agreement, FROZ will take a UCC on the all brands associated with MicroRoasters and its
                                         wholly owned products and marks.



 


		d.	In
                                         the event of sale, merger joint venture, consolidation, “buy-out,” liquidation
                                         or any other change in control event of the MicroRoasters Company during the term of
                                         this agreement, MRI will pay to FROZ a five percent (5%) exit fee of the total value
                                         of the transaction, including but not limited to cash, debt, equity, seller’s note,
                                         option, warrants, or any other currency used to execute the transaction. Any exit fee
                                         event after the term of this agreement must be amended to this agreement and executed
                                         by both parties. If the parent company, Global Specialty Products, Inc.
                                         is involved in an event as described above FROZ is entitled only to the portion
                                         of the value of MRI at time of event, determined by a
                                         fair market valuation submitted by a third party valuation service approved by
                                         both parties.



 


		e.	The Royalty Fee is non-negotiable and non-refundable regardless
of circumstances. The Royalty Fee remains a fixed price. The Company and FROZ agree that if an increase in investment and/or participation
is needed by FROZ, additional charges may be incurred with amendment to this agreement.



 


		f.	The Company
agrees that the Consultant's
work is invaluable to the direction and
development of the Company's business, and recognizes that although the introductory work is
done during a specific time
period, the tangible effects as a result
of the Consultant's work may
last many years past the term and scope
of the agreement. The Consultant agrees to take direction from the Company on an as-needed basis to further the relationships between
the Company and the Entities.



 


		6.	Travel
                                         Expenses. The Company hereby
                                         agrees that all fees paid under this Agreement, are exclusive of any reasonable out of
                                         pocket travel, hotel and meal expenses that wilt be incurred by the members
                                         of FROZ pursuant to providing the Services. The
                                         Company and FROZ further
                                         agree that prior to any
                                         travel by a FROZ member, FROZ will notify the Company of the purpose of the travel and
                                         the estimated air travel and hotel expenses to be incurred and the Company will either
                                         pay such expenses for such member or notify FROZ that the expenses are not authorized.
                                         The Company will reimburse any reasonable meal expenses incurred by a FROZ member in
                                         relation to such travel within fifteen (15) days of being invoiced by FROZ for such expenses.



 


		7.	Use of Name.
The Company shall not utilize
the name “FROZ",
or any derivative thereof, in any publication, announcement or otherwise, without the prior written consent of FROZ.



 


		8.	Indemnification
                                         and Warranties.



 


		a.	The Company agrees to indemnify FROZ and hold it harmless against
any losses, claims, damages or liabilities arising out
of in connection with,
or relating in any manner,
directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined
by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of FROZ,
or any violation of applicable
law by FROZ, including any misrepresentation of a material fact contained in information furnished in writing by FROZ.



 


		b.	FROZ agrees to indemnify The Company and hold it harmless against
any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or



 




    	 



    	 



    





 


		b.	Advise
                                         the Company in evaluating proposals from potential strategic alliances, FROZ may be involved
                                         in negotiating with potential strategic alliances on behalf of the Company; provided,
                                         however, that FROZ shall not be involved in the negotiations with potential investors
                                         in the Company.
	 	 	 





		c.	In
                                         connection With FROZ providing the Services, the Company agrees to keep FROZ up to date
                                         and apprised of all business, market and legal developments related to the Company and
                                         its operations and management FROZ shall devote such time and effort, as it deems
                                         commercially reasonable under the circumstances to the affairs of the Company to render
                                         the Service, FROZ shall not provide any services that constitute the rendering of a legal
                                         opinion or perform any work that is in the ordinary purview of the Certified Public Accountant.
                                         FROZ cannot guarantee results on behalf of the Company, but shall pursue all avenues
                                         that it deems reasonable through its experience and network of contacts,
	 	 	 





		d.	The
                                         Company Shall provide to FROZ copies of the Company’s Business Plan, PowerPoint
                                         Presentation and such other collateral materials necessity for FRQZ's performance hereunder.
                                         The Company shall also make certain of its employees and advisors (including but not
                                         limited to legal and accounting) for the purposes of expert advice and perspective for
                                         the Services to be performed by FROZ as well as for presentations and meetings. FROZ
                                         acknowledges and agrees that the Company's Business Plan, PowerPoint Presentation and
                                         other collateral materials to which FROZ may have access to during the performance
                                         of this Agreement are confidential information and as such, shall not be distributed
                                         to third parties which such distribution is outside the scope of the services to be performed
                                         hereunder.



 


		4.	Term.
                                           The term of this Agreement shall commence on the date first written
                                         above and shall end one hundred twenty (120) months thereafter, unless terminated
                                         in accordance with the provisions set forth below, or extended by the mutual written
                                         consent of the parties hereto (the “Term”), This Agreement may be
                                         terminated only:



  


		a.	By
                                         the Company or FROZ for any reason upon fifteen (15) days' prior written notice after
                                         the completion of the one hundred twenty months: or
	 	 	 



		b.	By
                                         FROZ with 90 days written notice, with or without cause. If FROZ terminates, all monies
                                         are due and payable under the terms of this agreement until effective date of termination.
                                         No further monies shall be paid after effective date of termination.
	 	 	 



		c.	By mutual agreement of the parties
                                         after 90 days’ notice and 60 day’s cure period. If notice is served, it must
                                         be done so with, specific violation of this agreement, and FROZ has the right to cure
                                         the violation within 60 days after the 90 days’ notice date. If the Company terminates
                                         the agreement, the Company does so upon their own volition and without recourse, and
                                         will not receive any amount of monies paid in the form of a refund, credit, or any otter
                                         farm of payment upon termination, Upon payment to Consultant, the Company forfeits all
                                         future rights to the monies paid to the Consultant for services.







 


		5.	Compensation for Services.



  


		a.	As consideration for the performance
                                         of the Services, the Company shall pay FROZ a Royalty (the “Royalty Fee”)
                                         of five percent (5%) of the net revenue generated per month, for all sales of the MRI
                                         brand, stating with new originations on the date of the contract and extending during
                                         the term of this agreement, sold under the accordance of this agreement. Net revenue
                                         is defined as Gross revenue less customer discounts. All Royalty fees are to be paid
                                         within 10 days of the end of each calendar month, by the Company to Frozen Food Gift
                                         Group of indirectly, to a breach of this Agreement or the performance of the Services
                                         hereunder, unless it is finally determined by a court of competent jurisdiction that
                                         such losses, claims, damages or liabilities arose out of the gross negligence of The
                                         Company, or any violation of applicable law by The Company, including any misrepresentation
                                         of a material fact contained in information furnished in writing by The Company.



 


    	 



    	 



    



 


		c.	The Company and FROZ agrees that if any indemnification sought pursuant to the preceding paragraphs
is finally judicially determined to be unavailable, then the Company and FROZ shall contribute to the losses, claims, liabilities,
damages and expenses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to
reflect the relative fault of the Company, on the one hand, and FROZ, on the other, in connection with this Agreement, subject
to the limitation that in any event FROZ's contribution to all losses, claims, liabilities, damages and expenses with respect to
which contribution is available hereunder shall not exceed the amount of the cash fees actually received by FROZ hereunder.



 


		d.	The Company represents and warrants that it is not a party to any Royalty or advisory agreements
of any kind that may conflict with this Royalty Agreement. The Company at the request of FROZ will offer confirmation, in writing,
to that effect.



 


		e.	FROZ represents and warrants that the Services performed hereunder shall at all times be in compliance
with all applicable state and federal laws and regulations, including, but not limited to, securities laws and regulations.



 


		f.	FROZ has no liability to the Company for any acts or omissions in the performance of services except
for act or omissions that are due to the gross negligence of FROZ.



 


		10.	Independent Contractor. The parties hereto agree that FROZ is an independent contractor
and shall not in any manner be deemed an agent or partner of, or co-venturer with the Company. In no event is FROZ authorized or
obligated to commit the Company to any agreement and the Company shall have no obligation to enter into any transaction identified
by FROZ. The Company is not obligated or required to accept any offer to purchase equity securities by any Investor identified
by FROZ.



 


		11.	Assignments
                                         and Binding Effect. This Agreement shall be binding on and inure to the benefit
                                         of the parties hereto  and
                                         their respective successors and permitted assigns. The rights and obligations of
                                         the Company under this Agreement may not be assigned or delegated without the prior written
                                         consent of FROZ, and any purported assignment without the written consent of FROZ shall
                                         be null and void.



 


		12.	Modification and Waiver.   Only an instrument in writing executed by the parties hereto
may amend this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement
shall not be construed as a waiver of any subsequent default of the same or similar nature, or any other nature.



 


		13.	Construction.
                                           The captions in this Agreement are provided for convenience
                                         only and shall not affect the meaning or interpretation of any provision of this
                                         Agreement,



 


		14.	Facsimile Signatures.
                                            Facsimile transmission of any signed original document, and re-transmission
                                         of any signed facsimile transmission, shall be the same as delivery of an original. At
                                         the request of either party, the parties shall confirm facsimile transmitted signatures
                                         by signing an original document.



 




    	 



    	 



    

  


		15.	Governing Law.
                                            The subject matter of this Agreement shall be governed by and construed in accordance
                                         with the laws of the State of Delaware (without reference to its choice of law principles),
                                         and to the exclusion of the law of any other forum, without regard to the jurisdiction
                                         in which any action or special proceeding may be instituted. EACH PARTY HERETO AGREES
                                         TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL, COURTS
                                         LOCATED IN THE STATE OF DELAWARE FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION
                                         WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT,
                                         AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT
                                         FORUM, AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY SPECIFICALLY WAIVES THE
                                         RIGHT TO TRIAL BY JURY OF ANY ISSUES SO TRIABLE.



 


		16.	Severability.   If any provision of this Agreement shall be invalid or unenforceable
in any respect for any reason, the validity and enforceability of any such provision in any other respect, and of the remaining
provisions of this Agreement, shall not be in any way impaired.



 


		17.	Exclusive.   FROZ
                                         acknowledges and agrees that it is being granted exclusive rights with respect to the
                                         Services to be provided to the Company and the Company is not free to engage other parties
                                         to provide Royalty services similar to those being provided by FROZ hereunder. The parties
                                         may agree to enter into a non-exclusive opportunity and shall provide a written agreement
                                         as necessary.



 


		18.	Right of First Refusal
                                         — The Company hereby grants FROZ a right of first refusal for all future
                                         consulting opportunities and investments into the Company on behalf of the MRI brand.
                                         FROZ has thirty (30) calendar days to match any investment offers or consulting opportunities
                                         presented to the Company on behalf of the MRI brand



 


		19.	Non-Circumvention.     Neither party shall attempt to or actually circumvent or interfere
with business relationships between the Company and/or FROZ, their clients or sources of transactions. Further, now and for two
years after the termination date hereof, the Company shall not, directly or indirectly, establish, or receive or pay compensation
for or financing for or receive, any interest, investment, financing, or participate in any merger, acquisition, joint venture,
agency, vendor, issuance of securities or other relationship with FROZ’s clients or sources of transactions that were introduced
to the Company by FROZ or became aware of the Company through the provision of Services by FROZ, in circumvention of the business
relationships between the Company and FROZ, FROZ's clients or sources of transactions established in this Royalty Agreement.



 


		20.	Survivability.     Neither the termination of this Agreement nor the completion of any
services to be provided by FROZ hereunder, shall affect the provisions of this Agreement that shall remain operative and in full
force and effect.



 


		21.	Entire Agreement.     This Agreement constitutes the entire agreement and
                                                                  understanding of the parties hereto with respect to the subject matter of this Agreement and supersedes all prior
                                                                  understandings and agreements, whether written or oral, among the parties with respect to such subject matter. Specifically,
                                                                  all prior agreements and contracts entered into by and between the parties hereto shall immediately terminate upon the
                                                                  execution of this Agreement and neither party shall have any further obligations thereunder.



 




    	 



    	 



    






 


If the foregoing correctly
sets forth the understanding between the Consultant and the Company, please so indicate in the space provided below for that purpose
within 10 days of the date hereof of this Agreement shall be withdrawn and become null and void. The undersigned parties hereto
have caused this Agreement to be duly executed by their authorized representatives, pursuant to corporate board approval and intend
to be legally bound.


 





	GLOBAL SPECIALTY PRODUCTS, INC	 	FROZEN FOOD GIFT GROUP,
	 	 	 
	By: 	Steve Young	 	By:	Matthew Schissler
	 	 	 
	Steve Young, CEO	 	Matthew Schissler, Chairman
	 	 	 
	Date: 5-February 2013	 	Date: 5-February 2013