CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (this "Agreement") is made as of the 12th day of October, 2017 (the "Effective
Date").



|BETWEEN: | 37 Capital Inc.                                                                                          |                   
|-------- | -------------------------------------------------------------------------------------------------------- | ------------------
|         | having its office situated at                                                                            |                   
|         | Suite 400 - 570 Granville Street,                                                                        |                   
|         | Vancouver, BC V7Y 1A1                                                                                    |                   
|         |                                                                                                          |                   
|         | (the “Consultant”)                                                                                       |                   
|         |                                                                                                          | OF FIRST PART     
|         |                                                                                                          |                   
|AND:     | 4 Touchdowns Capital Inc. a corporation incorporated under the laws of the Province of British Colombia,
|         | Incorporation #BC1028796                                                                                 |                   
|         |                                                                                                          |                   
|         | (the “4 Touchdowns”)                                                                                     |                   
|         |                                                                                                          | OF THE SECOND PART





WHEREAS 4 Touchdowns desires to have the
Consultant perform, and the Consultant desires to perform for 4 Touchdowns certain services upon the terms and conditions
hereinafter set forth:



1. Services - The Consultant will assist 4 Touchdowns with general consultancy
and advisory services and such other tasks as may be mutually agreed in writing from time to time between 4 Touchdowns and the
Consultant (collectively, the "Services").



2. Availability - The Services will be provided as required and the Consultant
will dedicate such time as is necessary to fulfill its responsibilities hereunder.



3. Term - The term of this Agreement shall be for a period of 3 months commencing
from the Effective Date. For greater certainty, the Term shall expire on January 12, 2018.



4. Renewal - Upon the expiry of the Term, this Agreement may be renewed in writing
by the mutual consent of the Parties to this Agreement.



5. Fee - The fee payable to the Consultant during the Term of this Agreement
shall be $18,188.65 (the "Fee Payable to the Consultant").



6. Termination - This Agreement may not be terminated by 4 Touchdowns for any
reason whatsoever during the Term of this Agreement. In the event that 4 Touchdowns terminates this Agreement at any time and
for any reason during the Term of this Agreement, 4 Touchdowns will be obligated to immediately pay to the Consultant the Fee
Payable to the Consultant.



7. Confidentiality - The Consultant agrees that it will not disclose to any third
party, without the prior written consent of 4 Touchdowns, any information regarding 4 Touchdowns that is obtained by the Consultant
in connection with performing the Services, provided that the Consultant may disclose such information as is reasonably necessary
in performing the Services hereunder.



8. Conflict of Interest - The Consultant agrees to be bound by all rules, policies
and procedures as adopted from time to time by 4 Touchdowns regarding conflicts of interest among 4 Touchdowns and its directors
and officers and agrees to execute such other documents and do such other things as may be necessary in accordance with such rules,
policies and procedures of 4 Touchdowns.



9. Indemnity - The Consultant and 4 Touchdowns will protect, defend, indemnify
and hold each other harmless from any losses, costs or liabilities arising as a result of any material breaches of covenants or
representations hereunder, for any negligence or willful misconduct or for any breaches of securities laws committed by one party
that causes harm to the other party.



10. Independent Consultant - Pursuant to this Agreement and in providing the
Services, the Consultant is an independent Consultant and not an officer, director or employee of 4 Touchdowns, and the Consultant
shall have no authority to bind 4 Touchdowns in any manner whatsoever. Nothing in this Agreement shall be construed as creating
a joint-venture or partnership between the Consultant and 4 Touchdowns.



11. Amendment - No amendment of any provision of this Agreement will be valid
and binding unless it is in writing and signed by the authorized representatives of the Consultant and 4 Touchdowns.



12. Governing Law - This Agreement shall be construed and governed by the Province
of British Columbia, Canada. The courts of the Province of British Columbia, Canada shall have the sole and exclusive jurisdiction
to entertain any and all claims and/or actions that may arise out of this Agreement.



13. Notice



Any
notice, direction or other instrument required or permitted to be given under this Agreement shall be in writing and may be
given by personal delivery or by emailing it as follows:





| | If to 4 Touchdowns:              | 
| | -------------------------------- | 
| |                                  | 
| | 4 Touchdowns Capital Inc.        | 
| | Attention: Robert Rosner         | 
| | Email: Robert@panocean.ca        | 
| |                                  | 
| | If to the Consultant:            | 
| |                                  | 
| | 37 Capital Inc. of               | 
| | Suite 400 - 570 Granville Street | 
| | Vancouver, BC V6C 3P1            | 
| | Attention: Jake Kalpakian        | 
| | Email: jake@jackpotdigital.com   | 





14. ENTIRE AGREEMENT - This Agreement is the entire agreement of the parties
hereto and supersedes any prior agreements, assumptions, representations or understandings, if any, between them with respect
to the subject matter hereof.



15. COUNTERPARTS - This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, and all of which, together, shall constitute one and the same instrument. Facsimile
or other electronically scanned and transmitted signatures shall be deemed to be originals for all purposes of this Agreement.



IN
WITNESS WHEREOF the parties hereto have executed this Agreement, by their authorized signatories, as of the date first above
written.





|37 Capital Inc. |                        | 4 Touchdowns Capital Inc.
|--------------- | ---------------------- | -------------------------
|                |                        |                          
|By:             | /s/ Jake Kalpakian     |                          
|                | Authorized Signatory   |                          
|                | Name: Jake Kalpakian   |                          
|                | Title: President & CEO |