DISTRIBUTORSHIP
AGREEMENT 


 


BY
AND BETWEEN


 


TOTALLY
HEMP CRAZY, INC.
("COMPANY")


 


AND


M·&
S Up North. Distributing


("DISTRIBUTOR")


 


Colorado
Agreement


 


 


 





LIST
OF SCHEDULES







SCHEDULE
A TERRITORY




SCHEDULE
B TERRITORY PRODUCTS, PRICE AND PAYMENT TERM







    	 		 



    	 



    

 


DISTRIBUTORSHIP
AGREEMENT


 


THIS
DISTRIBUTORSHIPAGRUMENT (hereinafter
referred to as
the Agreement") Is made
and entered into
by and between TOTALLY
HEMP CRAZY INC.
a Nevada corporation, located at 9101LBJ
Freeway, Suite 200, Dallas, TX 75243 (the
Company'), and M & S Up North Distributing, a Minnesota ·corporation,
located at 1202 Ave SW Suite Roseau, MN 56151 (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 inconsideration 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 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 "B".


 


 







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1.4   
 Restriction
on Distributor's Sates
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, tie
and Interest
in and
to the Trademarks.
Distributor is only authorized to
use point of
sale (POS) Items, banners, artwork, wearable 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 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 Distributor in
the Territory. Distributor agrees to
cooperate fully with the Company
in any Trademark or patent Infringement action
by or against the Company.


 





 




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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 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.





 




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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 Product 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.


 




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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
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 or supplies; director indirect acts, orders or regulations of any governmental body; or any other
causes beyond the reasonable control
of the Party.


 




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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,
WARRENTIES 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.


 


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


 




    	 	7	 



    	 



    

 


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 
contains  provision
that the coverages
afforded the reunder 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 here with 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;



 




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(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
                                         1O
                                         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 here under 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 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. Not with standing 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.


 







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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/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, ineach 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.


 




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



 


		12.5Waivers.	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 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 here of 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.


 




    	 	11	 



    	 



    

 


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.


 


12.10     
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 3th day of August, 2015.


 


 


THE
COMPANY


 


TOTALLY
HEMP CRAZY, INC


By/s/
TomShuman


Print
Name: Tom Shuman


Its:
President/CEO


 


DISTRIBUTOR


By/s/Shawn
Burkel


Print
Name: Shawn Burkel


Its:
President/CEO


 


Addresses:


 


TOTALLY
HEMP CRAZY, INC


9101
LBJ Freeway Suite 200


Dallas,
TX 75243


Attn:
Tom Shuman


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


E-mail:
Tom@TotallyHempCrazy. com


 


M&S
Up North Distributing


1202
Ave SW Suite


Roseau,
MN 56151


Attn:
Shawn Burkel


Title:
President/CEO


Phone:
Phone: 218-242-0604


E-mail:
mandsupnorth@mncable.net


 


 


 




    	 	12	 



    	 



    

 





 


SCHEDULE
A


TERRITORY
GRANTED


The
Territory set forth
for this
Agreement encompasses the
counties of _See below_,
State of Colorado_


Denver
County663,862


El
Paso County663,519


Arapahoe
County618,821


Jefferson
County558,503


Adams
County480,718


Larimer
County324,122


Douglas
County314,638


Boulder
County313,333


Weld
County277,670


Pueblo
County161,875


Mesa
County148,255


Broomfield
County62,138


Garfield
County57,461


La
Plata County53,989


Eagle
County52,921


Fremont
County46,502


Montrose
County40,873


Delta
County29,870


Summit
County29,404


Morgan
County28,328


Montezuma
County25,772


Elbert
County24,195


Routt
County23,865


Teller
County23,389


Logan
County22,524


Otero
County18.488


Chaffee
County18,363


Pitkin
County17,626


Park
County16,345


Alamosa
County16,177


Gunnison
County15,725


Grand
County14,546


Las
Animas County14,052


Moffat
County12,928


Archuleta
County12,244


Prowers
County12,034


Rio
Grande County11,607


Yuma
County10,202


Clear
Creek County9,187


Conejos
County8,265


Kit
Carson County8,072


San
Miguel County7,840


Lake
County7,357


Rio
Blanco County6,707


Huerfano
County6,462


Saguache
County6,196


Gilpin
County5,851


Bent
County5,630


Lincoln
County5,510


Crowley
County5,360


Washington
county4,780


Ouray
County4,629


Phillips
County4,363


Custer
County4,361


Baca
County3,645


Costilla
County3,568


Sedgwick
County2,348


Dolores
County1,978


Cheyenne
County1,871


Kiowa
County1,402


Jackson
County1,396


Hinsdale
County786


San
Juan County720


Mineral
County698


2014
Population 5,355,866


 


 


 




    	 	13	 



    	 



    




SCHEDULE
B


 


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/ 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 4 products.


 


VOLUME
OBJECTIVE


DISTRIBUTOR
HAS THE FOLLOWING VOLUME REQUIREMENTS:


Purchase
of _20_ pallets 
of  the  Products 
per  quarter  beginning
 7/8/2015.


 


 


COOPERATIVE
MERCHINDICING 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.





 




    	 	14	 



    	 



    

 


 


SCHEDULE
B


 


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 ROCKY MOUNTAIN HIGH HEMP MANGO
                                         ENERGY






 


PACKAGE
SIZE: 12 - PACK / 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 4 products.


 


VOLUME
OBJECTIVE


DISTRIBUTOR
HAS THE FOLLOWING VOLUME REQUIREMENTS:


Purchase
of twenty (20) pallets of the Products per quarter beginning 10 I 22 /2015.


 


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.


 


TERMINATION
WITHOUT CAUSE BUYOUT


In
case of Company Termination of this Agreement without "Cause", the Company will pay the Distributor $6.00 per case for
each 12-pack case of the Products purchased from the Company during the most recent 12 months.


 


PAYMENT
TERMS


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




 






    	 	15