''





DISTRIBUTORSHIP
AGREEMENT


 


BY
AND BETWEEN


TOTALLY
HEMP CRAZY, INC.


("COMPANY")


 


AND


 


Vega
Bros. Sales and Distribution, LLC ("DISTRIBUTOR")


LIST
OF SCHEDULES


SCHEDULE
A TERRITORY


SCHEDULE
B PRODUCTS, PRICE, AND PAYMENT TERM







    	 		 



    	 



    

 


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 9101
LBJ Freeway, Suite 200, Dallas, TX 75243 (the "Company"), and Vega Bros. Sales and Distribution, LLC, a Texas
limited liability company, located at
4510 Tranquility Dr., Garland TX 75043 (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 "8" 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 other Distributors
to sell the
Products, inside or outside
of the Territory. The Company
may sell within the Territory via
the Internet and the Company may
sell within the Territory, any
item not listed
on Schedule "8".


 


 




    	 	2	 



    	 



    

 


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.


 


1.5         
Right of First Refusal. The Company grants to Distributor a qualified right of first refusal, within
the Territory only, to be the distributor of any new beverage Products introduced
into the market by the Company. Distributor must exercise this right within 60 days of official Company Product launch
into the marketplace by sending a written acceptance to the Company. This acceptance must be accompanied with a written
plan showing the Company how the Distributor has or will
gain the capability
to distribute, market and
promote the new Products,
and that Distributor
has all licenses and other required documentation necessary to distribute the new Products in
the Territory. The Company has sole discretion as to whether or not Distributor is qualified to distribute the new
Products.


 


1.6         
Exclusivity of Products. Distributor
agrees that in
order for this
Agreement to become and remain
effective, Distributor will not market, promote, sell or otherwise distribute in any
manner whatsoever, any hemp infused beverages or other products related thereto,
other than those of the Company. A breach of this section by Distributor may result in
immediate termination of this Agreement at Company's
option.


 


1.7         
Volume Objective. Distributor must purchase Product quantities as set forth in Schedule
B.


 


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. Distributor is only authorized to use point of sale (POS) items,
banners, artwork, wearables and any other materials of any nature whatsoever containing, displaying or utilizing any of the Company's
Trademarks, images or graphic artwork which are delivered by the Company to Distributor,
at Distributor's cost, which
may be derived
in part from
the Cooperative Merchandising Fund set
forth in


3.3
herein. Distributor shall
not create, develop,
market or sell
any of these
items on their
own without written permission from the
Company.


 


2.2        
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


 




    	 	3	 



    	 



    

 


Distributor
in the Territory. Distributor agrees to cooperate fully with the Company in any Trademark or patent infringement action by or
against the Company.


 


2.3        
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.


 


2.4        
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 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, but only consistent with 2.1 above. Any requests for variations
of 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 must have written Company approval
all of its
advertising, sales, marketing
and promotional material
in which
any of the
Products are mentioned. Distributors utilizing any of the Company Trademarks, must use the appropriate trademark
notices, copyright notices
and trademark designations. Distributor
shall maintain a prominent "Website" advertisement
and listing of the Products offered
by it. The content of this website shall be
subject to review
and approval by the Company.


 


3.3                  
Cooperative Merchandising Fund. Company will place $.50 I case for each case ordered
by the Distributor
into a Cooperative
Merchandising Fund. 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.


 







    	 	4	 



    	 



    

 





IV.


DISTRIBUTION
OF THE PRODUCTS


 


4.1             
Solicitation of Accounts. Distributor will proactively 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 to promptly meet and satisfy fully the demands for
the Products within the Territory, including, but not limited to, peak seasonal demands.


 


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 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 shall pick up Products at the Company's warehouse. Title
to the Products and risk of loss shall pass to Distributor upon pick-up at
the Company's warehouse by Distributor, independent carrier or another third party.


 


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 pick up at Company's warehouse. 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


 




    	 	5	 



    	 



    

 


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.


 


 


VIII.


INSURANCE,
WARRANTIES AND INDEMNIFICATION


 


8.1         
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 arise 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.


 


The
foregoing 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.


 




    	 	6	 



    	 



    

 


8.2        
Insurance
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.


 


Distributor's
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.


 


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 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:


 




    	 	7	 



    	 



    

 


		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;


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


		(g)	Distributor
                                         fails to purchase Products within 10 business days of the signing of this Agreement.
                                         Company may immediately Terminate this Agreement with no cure period needed;
                                         or



 


		(h)	Distributor
                                         fails to achieve Volume Objectives.



 


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 ten (10) 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)	Immediately
                                         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


 




    	 	8	 



    	 



    

 


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 one (1) 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.
Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement at any time by written notice
to the other party provided a minimum of sixty (60) days' notice, or earlier if specifically
stated  herein.


 


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.





 


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.


 


XII.


MISCELLANEOUS


 


12.1           
Purchase Orders I Invoices. Company requires a 100% Payment made for the Products prior to
shipment.


 


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 Jms 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.


 





 




    	 	9	 



    	 



    

 


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 in,
and to the
sole and exclusive
jurisdiction of the
state or federal
courts of Dallas County,
Texas with respect to any disputes of any nature whatsoever which may arise
between the Company and Distributor relating
to the rights and obligations
under this Agreement.


 


12.7           
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).


 


12.8          
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 agree
me flit expressly contained





 




    	 	10	 



    	 



    

 


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 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.


 


12.9
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.


 


12.1O
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 _the day of August, 2015.


 


 


THE
COMPANY


 


TOTALLY
HEMP CRAZY, INC.


By:
/s/Tom Shuman


Printname:Torn
Shuman Its :President I CEO


 


 


DISTRIBUTOR:


By:
/s/ChristianVega


Print
Name: Christian Vega


Title:
President/CEO


 


 


 


Addresses:


 


TOTALLY
HEMP CRAZY, INC


9101
LBJ Freeway I Suite 200


Dallas,
TX 75243 Attn: Torn Shuman Title: CEO I President Phone: 214-212-5006


E-mail:
Tom@TotallyHempCrazy.com 


 


Vega
Bros Sales and Distribution, LLC


4510
Tranquility Dr.,Garland TX 75043


Garland
TX 75043


Attn:
Christian Vega


Title:Manager


Phone:
972-523-8925


E-mail:
vegabros.salesndistribution@grnail.com





 




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SCHEDULE
A


TERRITORY
GRANTED


The
Territory set forth for this Agreement encompasses the counties of Dallas, Tarrant, Parker, Cook, Hill McLennan and Wise in the
State of Texas.


 


 




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SCHEDULEB


 


PRODUCTS,
PRICE & PAYMENT TERMS


 


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



RIGHT
OF FIRST REFUSAL ON NEW BEVERAGE PRODUCTS


 


PACKAGE
SIZE:12 - PACK I 12 oz. SLIM-LINE CANS PER
CASE


 


FOB
COMPANY WAREHOUSE PRICING TO DISTRIBUTOR:


$
12.00 PER CASE I MINIMUM ONE (1) PALLET*


208
CASES I PALLET


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


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


 


VOLUME
OBJECTIVE


DISTRIBUTOR
HAS THE FOLLOWING VOLUME REQUIREMENTS:


To
be determined at a later date.


 


 


COOPERATIVE
MERCHANDISING FUND


Company
will place $.50 I case for each case ordered by the Distributor into a Cooperative Merchandising Fund. 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.


 


PAYMENT
TERMS:


Company
requires a 100% Payment made for the Products prior to shipment


 








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