DISTRIBUTORSHIP
 AGREEMENT


 


By
 and between


 


TOTALLY
HEMP CRAZY,
INC.


("COMPANY")


 


AND


 





NORTH
TEXAS MOUNTAIN VALLEY WATER CORPORATION


("DISTRIBUTOR")


LIST
OF SCHEDULES


SCHEDULE
A SCHEDULE B


 


TERRITORY


PRODUCTS,
PRICE AND PAYMENT TERMS





 




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DISTRIBUTORSHIP
AGREEMENT


 


THIS
DISTRIBUTORSHIP AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into by and between TOTALLY
HEMP CRAZY, INC., a Nevada corporation, located at 10440 Markison Road, Dallas, TX 75238 (the "Company"), and NORTH
TEXAS MOUNTAIN VALLEY WATER CORPORATION a Texas Corporation, located at 2109 Luna Road, Suite 100, Carrollton, TX 75006 (the
"Distributor").


 


WITNESSETH:


 


WHEREAS,
the Company is in the business of producing, canning, bottling, marketing and selling Hemp-Infused products (primarily beverages);
and


 


WHEREAS,
the Company holds certain property rights, including, but not limited to, rights to trade names, trademarks, service marks, logos,
formulas, patents and copyrights (hereafter referred to collectively as the "Trademarks"); and


 


WHEREAS,
the Company and Distributor desire to enter into a distributorship agreement for the marketing, selling and distributing of certain
Company products packaged in various containers under the Trademarks within the Territory hereinafter described; and


 


NOW
THEREFORE, for and in consideration of the mutual agreements, covenants and obligations contained herein, and the performance
thereof, the parties, intending to be legally bound, agree as follows:


 


I.


RIGHT
TO SELL WITHIN THE TERRITORY


 


1.1
Grant
of Right to
Distributor. The Company
grants to Distributor
the right,
subject to Section 1.3 hereof,
in the Territory described in and attached
hereto as Schedule "A" (the "Territory"),
to sell those
products in the containers listed and
described in Schedule "B"
hereto (the "Products"). Distributor may sell accounts
within the Territory to the extent permitted in Section


1.4
hereof.


 


1.2                             
Acceptance of
Right to Distribute. Distributor hereby accepts the right to
sell the Products within the Territory and agrees to exercise such rights in
accordance with the terms of this Agreement. Distributor further agrees that
it will use its best efforts to solicit,
promote, increase or cause to be increased
the sales of the Products in the Territory. Distributor shall maintain sufficient
personnel, delivery and distribution facilities, and equipment and vehicles to ensure that it
has the capacity and capability to deliver the Products in sufficient quantities
to fully satisfy the demand for the Products in the
Territory.


 


1.3                            
Sales within the Territory and the Parties'
Reserved Rights. The Company reserves the right to sell the Products,
or to grant the right to sell the Products, outside of the Territory. The Company
will not knowingly compete with Distributor for sales within the
Territory (except via the Internet), but the Company may sell within the Territory, any item not listed on Schedule
"B".










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(except
 via 
the  Internet), 
but  the  Company 
may  sell  within
the  Territory,  any item not 
listed  on Schedule "B".


 


1.4                              
Restriction on Distributor's Sales Outside
of the Territory. Nothing herein shall be deemed to grant Distributor the right,
or otherwise permit Distributor, to sell the Products outside of the Territory. Distributor
shall not sell any Products outside the Territory, nor shall Distributor sell any Products in
the Territory to a wholesaler, retailer or otherwise which are ultimately shipped outside the Territory. Distributor may
sell to wholesalers within the Territory, but only if such wholesaler resells the
Products for Direct Delivery within the Territory. Distributor may sell Products outside
the Territory upon the reasonable written request to the Company, and upon such commercially
reasonable terms as
the parties may
agree.


 


II.


TRADEMARKS


 


2.1             
Ownership of Trademarks and Use Thereof by Distributor. Distributor
acknowledges the Company's exclusive right, title and interest in
and to the Trademarks. Whenever Distributor uses the Trademarks in connection
with the sale of the Products, it will clearly indicate
the Company's ownership
of such Trademarks
as the Company
so indicates.


 


2.2             
Grant of License to Use Trademarks. The Company grants to Distributor a revocable, non-exclusive, non-transferable
right and license during the term of this Agreement
to use the Trademarks in the Territory in connection
with the sale of the Products. This right and
license may be revoked or restricted by the Company if at any time the Company reasonably determines in
its sole discretion that it is necessary or appropriate to do so to
protect the Trademarks.


 


2.3             
Defense of Licensed Rights and Trademarks. Distributor agrees
to timely notify the Company of any claim or action, or threatened claim or action, for infringement
or alleged infringement of any Trademarks, patents or trade secrets made against
it or the Company due to its exercise
of any rights granted under this Agreement or activities
of the Company undertaken in support of Distributor in
the Territory. Distributor agrees
to cooperate fully with the Company in
any Trademark or patent
infringement action
by or against
the Company.


 


2.4             
Cessation of Use of Trademarks. Upon termination of this Agreement, Distributor shall immediately
cease all use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar
to or which is likely to be confused
with the Trademarks.


 


2.5             
Compliance with Laws. Distributor shall comply with all applicable laws,
regulations and ordinances pertaining
to trademarks, at
all times when
using the Trademarks.


 


III.


ADVERTISING


3.1            
Substance of Advertising.
In its
advertising, Distributor
shall represent
that it
has the Products available
for sale
along with the
other items and
services that it offers,
provided that it does





 




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not
represent that it is the agent or representative of the Company. Distributor may display the Trademarks on its trucks or other
equipment, the clothing worn by its employees, agents or representatives, and on any of its other property. All colors and graphics
used by Distributor depicting the Trademarks or other intellectual property of the Company must be consistent with the styles
and formats specified by the Company and must be approved by the Company in writing prior to use by Distributor.


 


3.2             
Advertising Requirements I Restrictions. Distributor shall include
in its advertising and sales and
promotional material in which any of the Products are mentioned and/or any of the
Trademarks are used the appropriate trademark notices, copyright notices
and trademark designations. Distributor shall maintain a prominent "Website"
advertisement and listing of the Products offered
by it.


 


3.3                
cooperative Merchandising Fund. Company will place $.25 / case
from each case ordered by the Distributor into a Cooperative Merchandising Fund,
and match it with $.25 I case from the Company. This total $.50 I case
Cooperative Merchandising Fund may be used by the Distributor for "mutually agreed upon" promotional activities such
as POS Materials, truck graphics, price promotions,
etc.


 


3.4             
Approval. Distributor agrees that all advertising and sales and
promotional materials (hereinafter collectively referred to as "Advertising") in
which any of the Products are mentioned and/or any of the Trademarks are used shall be subject to the prior
written approval of the Company, said approval not to be unreasonably
withheld.


 


3.5                 
Sales and Service Telephone Numbers. Distributor shall use and publicize
to its customers the Distributor owned telephone number anywhere Distributor's
customer sales and service telephone numbers are listed.


 


3.6              
Websites. Distributor shall utilize the Company's proprietary Internet site,
and may link to "TOTALLYHEMPCRAZY. COM" as a source for new customers and related
matters.


 


IV.


DISTRIBUTION
OF THE
PRODUCTS


 


4.1             
Solicitation of Accounts. Distributor will actively and aggressively solicit accounts and promote the Products
throughout the Territory for sales of the Products and will maintain regular routes to service
same.


 


4.2               
Servicing. Distributor shall service all of its accounts with
such frequency as is reasonably necessary to keep them fully supplied with, and satisfy
fully the demand for, the Products in the Territory and shall maintain an adequate
supply of the Products promptly to meet and satisfy
fully the demands
for the Products
within the
Territory, including, but
not limited to,
peak seasonal demands. 


 




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V.


QUALITY
CONTROL


 


5.1             
Cleanliness Standards. Distributor shall comply with all ordinances, laws
and regulations pertaining to the sale, storage, transportation and distribution
of the Products and the operation of its facilities. Distributor shall at all times
maintain all of its facilities and equipment used in the sale, storage, transportation
and distribution of the Products in a clean, wholesome and sanitary condition. Company
personnel may inspect storage and other facilities of Distributor
(owned or leased)
at any time
during normal working
hours upon reasonable notice.


 


5.2             
Rotation. Distributor recognizes
the limited shelf life of the Products, and acknowledges that rotation ensures maximum
quality. Distributor agrees to take all
reasonable steps necessary to see that all such Products sold by it are properly rotated
in conformity with
the date stamped on the labels of the containers. Distributor agrees that
it will not store the Products outside, unprotected
from temperature fluctuations
and the elements.


 


5.3             
Quality of the Products. The Company agrees that it will use its
commercially reasonable, good faith
efforts to maintain
the high
quality of all
of Products delivered
to Distributor.


 


VI.


PRICING
AND DELIVERY OF THE PRODUCTS


 


6.1       
Supply of Products: Pricing. The Company will supply Distributor with the Products at the prices and on the
payment terms listed on Schedule "B" or as otherwise may be mutually agreed between the Company and Distributor
in writing. The Company requires a 100% Payment made for the Products prior
to shipment. The Company may increase such prices
upon sixty (60) days written notice to Distributor. The Company will use its
commercially reasonable, good faith efforts to supply the Products in the quantities
requested by Distributor and as promptly as commercially and
reasonably practicable after
an order is
received from Distributor.


 


6.2        
Ordering Procedures. Distributor shall submit to the Company firm purchase orders in
accordance with Schedule "B" in advance of the delivery
dates specified. A purchase order may be submitted and accepted in writing, by fax or
by e-mail. All purchase orders shall specify the quantity and type of Product, the
requested delivery date, the delivery point(s), and any other special instructions
with regard to shipping, packaging or delivery. All purchase orders received by the Company shall constitute Distributor's
binding commitment to purchase the quantity and type of Product set forth therein
at the purchase price then in effect
on the date the Company receives the purchase order.


 


6.3        
Delivery. Distributor may
obtain delivery of
Products at the
Company's warehouse or at Distributor's
warehouse. Title to the Products and risk of
loss shall pass to Distributor (i) upon
pick-up at the Company's
warehouse by Distributor, independent carrier
or another third
party, or (ii) if employees of
the Company, or a third party, deliver the Products to the Distributor's warehouse,
then at the time the Products are delivered at Distributor's warehouse. 


 




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6.4        
Inspection of Products. Distributor will
only be required to pay for the Products which are provided to Distributor free of
defects at the time of delivery. Auditors of Distributor shall promptly and immediately
inspect all containers for damage and shall not accept any containers that do not pass that inspection.
The Company will either not charge Distributor for, or shall provide a credit
to Distributor for, any damaged containers Distributor receives from the Company and which Distributor discovers to be damaged
during its prompt inspection of such
containers upon their receipt by Distributor. The Company shall not be responsible for, and Distributor
shall indemnify, defend and hold the
Company wholly harmless from, any damages, loss, claim,
liability or expense of any customer of Distributor caused, in
whole or in part, by a damaged container. The Products will be deemed received
free of defects unless (i) any patent defects in
the Products are noted on the delivery receipt at the time of delivery to
Distributor and immediate written notice
thereof is provided to the Company,
or (ii) the Company is
notified in writing or in
any manner acceptable to the Company within thirty (30) days after delivery of any of the Products
containing latent defects. The Company will not be responsible for damages
occurring during shipment to the Distributor at Distributor's warehouse or during
delivery by Distributor, at its customers' premises, during return from the Customer
to Distributor, or
during the return from
Distributor to
the Company.


 


6.5       
Price Levels. The Company may from time to time suggest to Distributor
the prices at which Products might be
sold by Distributor to its customers. Such suggested retails are advisory only and
non-binding on Distributor, and both the Company and Distributor acknowledge and agree that Distributor
has sole, complete and absolute discretion to establish and maintain the prices at
which it sells the Products to its customers.
Distributor acknowledges its obligations to maximize
its sales and selling efforts in the
Territory as provided in Section 1.2 of
this Agreement and further acknowledges that by setting its prices
so as to be no longer competitive in the
Territory, Distributor may thereby breach the
terms of this
Agreement.


 


6.6        
Force Majeure. The
failure by either
Party to perform
its obligations
hereunder shall be completely excused, without liability to either
Party, to the extent that such failure to perform results
directly or indirectly from
"acts of God" (including flood,
fire or natural casualties); strikes, slowdowns or
other labor disputes or
shortages; civil unrest or
sabotage; shortages of materials, transportation or supplies; direct or indirect
acts, orders or regulations of any governmental body; or any other causes beyond the reasonable control of the Party.


 


6.7        
Reporting. At reasonable intervals (an
in any event, not less frequently
than quarterly), Distributor
will provide to
the Company information
regarding Products sold,
promotional activities or other information reasonably requested by the
Company.


 


VII.


TAXES
AND EXPENSES


 


7.1
Expenses, Charges, Fees and Taxes. Distributor will pay and discharge at its
own expense any and all expenses, charges, fees and taxes arising out of or incidental
to the carrying on of its business,
including, without limiting the
generality of the foregoing, all worker's
compensation, unemployment insurance and social security taxes, sales, use, income,
business and franchise taxes levied or assessed with
respect to its business and/or
employees, and Distributor 
will indemnify, defend and save harmless the Company against any and all claims for such expenses, charges, fees and taxes.


 




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VTII.


INSURANCE,
WARRANTIES AND INDEMNIFICATION


 


a.1
Duty to Defend, Indemnify and Hold Harmless. Distributor agrees to indemnify,
defend and hold
harmless the Company,
its officers,
employees, agents and
representatives from and against
any and all claims, causes
of action, damages, claims for damages,
liability, loss, cost or
expense, including reasonable attorneys'
fees and expenses of litigation,
arising out of or in
any way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of
the Company.


 


Without
limiting the
foregoing, Distributor
agrees to indemnify,
defend and hold
harmless the Company, its officers.
agents, employees and representatives from any and all such claims, including but
not limited
to claims for
property damage, bodily injury,
loss of consortium,
emotional distress or death, whether
sustained or alleged to have been sustained by Distributor's
employees, the Company's employees or any other person or entity, and including but not limited to claims, injuries or
damages caused or alleged to be caused in whole or in part by the negligence, gross
negligence or willful act or omission of Distributor or anyone for whose acts Distributor
may be liable or legally responsible. Distributor also agrees to indemnify defend
and hold harmless the Company, its officers,
employees, agents and representatives from any
and all such claims whether


or
not they are
from or are_
alleged to be
caused in part
by the negligence
or gross negligence
of the Company, its agents, officers, employees, or representatives. However,
Distributor shall not be


obligated
to indemnify the
Company against any
claim arising
from the sole
gross negligence of
the Company.


 


Be
going indemnity, defense and hold harmless obligations shall apply to all such claims
losses or liabilities,
Whether such Claims
arise from Products acquired by Distributor
from the Company prior
to the execution
of this Agreement
or subsequent thereto.


 


8.2Insurance
Coverage. Distributor further agrees to procure and maintain, at its sole
cost and expense from an insurance carrier reasonably acceptable to the Company,
Comprehensive General Liability Insurance and
Automobile Liability Insurance, all in conformance with the requirements of this Agreement. 


 


..
The Company, shall be named as an additional insured on each of the above listed policies.
Distributor shall provide the Company certificates of insurance evidencing the existence and maintenance of each of these policies
and the fact that the Company is afforded insurance coverage as an additional insured under each of the policies specified above.


 


Distributer
failure to provide said certificates of insurance, and the Company’s failure to insist that such certificates be furnished
to it, shall not relieve Distributor of its obligation to procure insurance as required herein


  




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The
insurance required by this Section shall
specifically include and provide contractual liability
insurance covering
Distributor's obligations
under the indemnity
provisions of
this Agreement as set forth in Section
8.1 above. Said insurance
shall provide primary coverage to the Company, and any other insurance which
may be available to the Company for any claim,
loss or liability encompassed by this Agreement shall be excess
over the insurance
required by this Section.


 


Distributor's
Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits of liability not
less than $1,000,000.00.


 


All
insurance policies shall contain a provision that the coverages afforded thereunder shall not be canceled or not renewed, nor
restrictive modifications added, until at least thirty (30) days after prior written notice has been given the Company.


 


In
the event Distributor fails to obtain or maintain any insurance coverage required
under this Agreement, the Company may at its option purchase such coverage and charge
the expense thereof to Distributor or terminate this Agreement.


 


8.3
Limitations of Distributor's Remedies.
Distributor's sole and exclusive
remedy against the Company for defective Products or deficient services, as the case may be, shall be, at the option of the Company,
the replacement or reperformance thereof or a credit to Distributor's account for
the cost thereof.
Distributor's remedy for
any breach by
the Company of
this Agreement or arising under or in connection with this
Agreement or for any action taken or not taken by the Company in connection
herewith or conduct relating thereto, under contract, tort or any other legal theory, shall not include, under any circumstance,
any special, indirect, exemplary, punitive, incidental or consequential damages nor lost profits, lost
revenues or lost opportunity  costs


 


IX.


DEFAULT


 


9.1             
Events of Default. Distributor shall be deemed to be in
default of the terms of this Agreement if
any one of
the following events
(" Events of
Default") occur:


		a)	Distributor
                                         attempts to dispose, assign or sub-license the rights,
                                         privileges and obligations created
                                         by this
                                         Agreement;



(b)               
Distributor violates
any of the
terms and conditions
of this Agreement;


		(c)	Majority
                                         ownership of
                                         Distributor changes;



(d)               
Distributor shall file
a voluntary petition
in bankruptcy
or take the
benefit of any insolvency
act or be dissolved or adjudicated bankrupt or if a receiver shall be appointed
for Distributor's
business or its
assets and the appointment of
such receiver is not vacated
within thirty (30) days after such appointment,
or if Distributor
shall make an assignment for the benefit of its
creditors, or if the interest
of Distributor passes by operation of law
to any person or entity other than Distributor;


(e)               
Distributor becomes insolvent, regardless
of how said insolvency may be evidenced; or



(f)Distributor fails to
pay the Company
for the Products
on a timely
basis.


 


9.2             
Remedies. Upon the occurrence of an Event of Default, the Company may give written notice to Distributor
demanding that the condition of default be cured within thirty (30) calendar days and,
if not so cured, the Company, in addition to
any other rights or remedies it may
have, may do any one or more of the following:


 


(a)   
Commence a collection action
to recover all sums
of money due, reserving
the right to recover
for such
other sums of
money which may
become due under
this Agreement or otherwise;


		(b)	Commence
                                         an action to specifically enforce its rights
                                         under this Agreement;
                                         or



		(c)	Terminate
                                         this Agreement.



 


9.3            
Remedies Cumulative. All rights and remedies granted under this
Agreement shall be cumulative, and resort by the Company to any one remedy provided for hereunder shall not exclude or
prevent the Company from pursuing any other rights and remedies provided under this
Agreement or by law.


 


9.4            
Attorneys' Fees. If
the Company or
Distributor brings an
action to enforce
or assert any right granted pursuant
to this Agreement and is successful in such
action, the unsuccessful party shall
pay all reasonable costs and expenses,
including reasonable attorneys' fees, incurred
by the successful party in exercising its
rights and remedies hereunder.


 


X.


TERM


 


10.1         
Term.This Agreement shall commence on the date of its execution
 and shall continue in
full force and effect for a period of five (5) year thereafter, (the
"Primary Term"), unless . sooner canceled or terminated as provided in this
Agreement. At the end of the Primary Term, and at the end of each year thereafter (each such year being
a "Renewal Term"), this Agreement shall be automatically renewed for a successive one year period provided the
Distributor has complied with all
terms and conditions
of this Agreement.


 


10.2          
Termination. In the
event that this Agreement is terminated as provided for herein or is
not renewed in accordance with Section 10.1,
neither the Company nor Distributor shall have any claim or right
against the other as a result thereof, and neither
shall have any further responsibility for the
performance of any
term, provision,
or condition of the
Agreement except as contained in
the last sentence of Section 1.2, and Sections 2.1, 2.3, 2.4, 2.5, 7.1, 8.1, 8.2, 8.3, 9.2, 9.3, 9.4, 10.2, 12.1, 12.2, 12.5,
12.6, 12.7, 12.8, 12.9 and 12.10, or except as resulting from action or inaction during the term of this Agreement or relating
to the payment of outstanding monies owned to the Company or Distributor, as the
case may be.


 


10.3          
Buy-out. If this Agreement is ever terminated by the Company, Distributor will receive an amount equal to $8.00/case
for each case the Distributor has purchased from the Company in the prior 12 months. 


 


 




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XI.


ASSIGNMENT


 


11.1
Assignment. This Agreement
is personal as to the Company and Distributor. The rights,
duties and obligations pursuant to this Agreement cannot be transferred, assigned, pledged,
made subject to a security interest, or otherwise disposed of by either the
Company or Distributor in whole
or in
part without the
express written consent
of both parties.


 


XII.


MISCELLANEOUS


 


12.1         
Purchase Orders I
Invoices. Payment Terms
for the Products
will be Net
30 Days.


 


12.2         
Notice. All notices, consents, waivers, and other communications under this Agreement
must be in
writing and will
be deemed to
have been duly
given (a)
when delivered by hand
(with written confirmation
of receipt), (b) three (3)
days after being deposited
in the mails, if sent by certified
mail, with return receipt
requested, (c) upon confirmed receipt, if sent
by facsimile transmission during normal business hours of the receiving party on a business day, (d) one (1)
day after sending, if sent by a nationally recognized overnight delivery service
(receipt requested) specifying next day delivery, or (e) same day if sent via e-mail, in each case to the appropriate addresses
or telecopy numbers set forth on the signature page hereto
(or to such other addresses or telecopy number as a party may designate by notice to the other parties).


 


12.3        
No Partnership. Joint Venture. Franchise. Employer/Employee Relationship.
It is
understood and agreed
that Distributor is
an independent
contractor, and this
Agreement and the relationship created
hereby shall not be considered to be a partnership, joint venture,
franchise, or an employer/employee relationship,
and neither the Company nor Distributor
shall have the right
or authority to represent the other in any capacity or to transact any business
or incur any obligations, contractual or otherwise for, in the name of, or on behalf
of the other, unless otherwise authorized to do so in writing. The relationship between
the Company and Distributor shall be that of supplier and purchaser.


 


12.4         
Authority to Enter into Agreement. The Company and Distributor affirm
that they are validly constituted corporate entities with full right, power and authority to enter into
this Agreement and
to perform their
respective obligations hereunder.


 


12.5         
Waivers. No failure or delay on the part of the Company or Distributor
to exercise any right, power or remedy shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of
any other right, power or remedy under this
Agreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall
be in writing signed by the Company and Distributor.


 


12.6         
Governing Law and
Jurisdiction. This
Agreement shall be
governed and interpreted
in accordance with
the laws of
the State of Texas. Distributor hereby consents
to service of process


 







    	 	9	 



    	 



    

in,
and to
the jurisdiction of
the state or
federal courts of,
Dallas County,
Texas and agrees
that in connection
with any action
arising in
whole or in part hereunder, it
will not contest
such service or jurisdiction, nor will it
assert that venue is not proper in such courts or
that another forum may be more convenient.


 


12.7        
Arbitration. Any controversies, disputes and disagreements arising out of or relative in
any manner whatsoever
to this Agreement,
including but not
limited to
the negotiations, formation, and
consummation hereof or matters arising under this Agreement after the date hereof
or the arbitrability of any dispute in connection herewith shall be submitted for compulsory,
mandatory, exclusive and binding final arbitration in Dallas, Texas. The arbitration
shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration
Association by one arbitrator selected according to the rules of the American Arbitration
Association. Any award may be enforced in any court of competent jurisdiction. The arbitrator shall have the authority to reform
the terms of the Agreement to render them enforceable under applicable law, even
though a court may, under such applicable law, not have the authority to so reform
the Agreement. The costs and expenses of the arbitration, including all attorneys' fees and the fees of the arbitrator, shall
be borne by the party against whom a majority of the issues (determined by financial amount) are determined. The decision shall
be final and non-appealable and not be subject to judicial review except with respect
to clearly erroneous findings of fact manifested on the face of the decision. The arbitrator may award monetary and/or injunctive
relief, but in no event may he award punitive or exemplary damages. Nothing contained in this Section 12.7 shall preclude
the Company from maintaining a suit for specific performance or other appropriate
injunctive or equitable relief to enforce the terms of this Agreement.


 


		12.8         
                                Confidentiality.	During
                                         the Primary Term and any Renewal Term and
                                         for the  three



 


(3)
year period following the termination hereof for any reason, the parties hereto shall
keep the terms and conditions of this Agreement, the transactions contemplated hereby, and either party's records, books, data
and other confidential information concerning the Products, either party's accounts,
employees, client development (including customer and prospect lists), sales activities
and procedures, promotional and marketing techniques, pricing, marketing or business
plans and strategies, financing, development and expansion plans
and credit and financial data concerning customers and suppliers and all other business information
involving either party {all collectively, the "Confidential Information")
strictly confidential, and neither the Company nor Distributor will make, or cause or permit
to be made, any disclosure of any such Confidential Information
to any person (it being understood, however, that in
any event such Confidential Information may be disclosed on a confidential
basis to the parties' respective employees and professional advisers who have a need to know such information).


 


12.9         
Entire Agreement. This Agreement, which incorporates
herein by reference Schedules "A" and "B", constitutes the entire, complete and exclusive
statement of the terms of the agreement between the parties with respect to the subject matter hereof and supersedes and cancels
any prior agreements, understandings, covenants, promises, assurances, course of dealing
or performance, representations, warranties, or communications, whether oral or written, between the parties hereto. No covenant,
term, provision, representation or agreement not expressly contained herein shall
be implied as a matter of law, interpretation,
coarse of performance or conduct of the parties. Neither this
Agreement nor any provision hereof may be 
amended, waived


 







    	 	10	 



    	 



    

 


or
modified except by written instrument signed
after the date hereof by all parties hereto and expressly stating therein that
such instrument is intended
as an amendment, modification or waiver hereof.


 


12.
10 Severability.
If any terms or provisions of this Agreement are deemed to be invalid or unenforceable, such determination shall not
affect the validity or enforceability of the remaining
terms and provisions hereof.


 


12.11
Benefited Parties. This Agreement shall be binding upon and inure to the benefit of any permitted
purchasers, successors or assigns of the Company and Distributor.


IN
 WITNESS
WHEREOF, this Agreement
has been executed
on this 31st
day of March,
2015.


THE
COMPANY


TOTALLY
HEMP CRAZY, INC.


By/s/Tom
Shuman


Print
Name: Tom Shuman


Title:
President/CEO


 


DISTRIBUTOR:


 


By/s/Brian
Rose


Print
Name: Brian Rose


Title:
Owner


 


 


Addresses:


 


TOTALLY
HEMP CRAZY, INC


10440
Markison Road


Dallas,
TX 75238


Attn:
Tom Shuman


Title:
CEO I President Phone: 214-212-5006


 


N.
TX MOUNTAIN VALLEY WATER CORP


2109
Luna Road I Suite 100


Carrollton,
TX 75006


 Attn:
Brian Rose


Title:
Owner


Phone:
972-488-81 00


 







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SCHEDULE
A


 


TERRITORY
GRANTED


 


The
Territory set forth for this Agreement encompasses the Distributor's Home and Office Delivery Territories in the Dallas, Houston
and Austin areas of Texas.


 


The
Distributor will have the Exclusive Sales rights to the Products within the Home and Office Delivery channel within the Territories,
and the Non-Exclusive Sales rights to the Products within the Retail channel of business.





 




    	 	12	 



    	 



    

 


 


SCHEDULE
B


 


PRODUCTS.
PRICE & PAYMENT TERMS


 


		PRODUCTS:	ROCKY
                                         MOUNTAIN HIGH
                                         HEMP
                                         ENERGY DRINK ROCKY MOUNTAIN
                                         HIGH HEMP
                                         ICED TEA ROCKY MOUNTAIN HIGH HEMP
                                         LEMONADE



 


 


PACKAGE
SIZE: 12 - PACK / 12 oz. SUM-LINE CANS
PER CASE.


 


FOR
COMPANY WAREHOUSE PRICING
TO DISTRIBUTOR:


.PER
CASE I MINIMUM
ONE (1)
PALLET*


208
CASES I PALLET


20
PALLETS PER TRUCKLOAD I CONTAINER LOAD 4,160 CASES PER TRUCKLOAD / CONTAINER LOAD


 


,C


Minimum
Order per SKU is one
(1) pallet I
NO "mixed
pallets” of ail
3 products.


 


 


COOPERATIVE
MERCHANDISING FUND


Company
will place $.25 I case from each
case ordered by the Distributor into a Cooperative Merchandising
Fund, and match it with $.25 I case from the Company. This
total $.50 I
case Cooperative Merchandising
Fund may be
used by the
Distributor for "mutually agreed upon" promotional activities such
as POS Materials, truck graphics, price promotions,
etc.


 


 


THCZ
STOCK


Distributor
will receive from Company one (1) share of restricted THCZ common stock for
each case of
the Products purchased
from the Company
in 2015.


Plus,
Distributor will receive from Company one (1)
share of restricted THCZ common stock for each case of the Products purchased from the Company in
2015 by any entities referred to the Company by the Distributor.


 


 


PAYMENT
TERMS:


Payment
Terms for the Products will be Net 30 Days.


 






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