DISTRIBUTORSHIP
AGREEMENT


 


BY
AND BETWEEN


 


TOTALLY
HEMP CRAZY, INC.
("COMPANY")


 


AND


Dr
Pepper - Royal Crown Bottling Company


 


 


LIST
OF SCHEDULES


 


SCHEDULE
A TERRITORY


SCHEDULE
B PRDUCTS, PRICE, AND PAYMENT TERM





 




    	 	1	 



    	 



    

 


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
703 McKinney Avenue, Suite 207, Dallas, TX 75202 (the "Company"), and DR PEPPER - ROYAL CROWN BOTTLING COMPANY, an
Oklahoma Corporation, located at 205 W. Kansas Avenue ,Chickasha, OK 73018 (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 non-exclusive
right to sell the Products, or to grant the right to sell the Products, inside or
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".


 


 







    	 	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.


 


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.


 


 




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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.
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 I case
from each case ordered
by the Distributor
into a Cooperative Merchandising
Fund, and match it with $.25 / 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.





·




    	 	5	 



    	 



    

 


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.


 







    	 	6	 



    	 



    

 


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.


 


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.





 




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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


 





 




    	 	8	 



    	 



    

 


(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 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. Either party may terminate this Agreement at any time
by written notice to the other party provided a minimum of ninety (90) days'  notice.


 


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.


 





 




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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 /
Invoices. The Company
requires a 100%
Payment for the
Products made 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 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 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       
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
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.





 


 




    	 	10	 



    	 



    

 


 


IN
WITNESS WHEREOF, this Agreement has
been executed on
this _ day of
2015.


 


THE
COMPANY


TOTALLY
HEMP CRAZY, INC.


By:
/s/Tom Shuman


Print
name:  Tom Shuman


Its:
President /CEO


 


DISTRIBUTOR


Dr.
Pepper Royal Crown Bottling Co.


By:
/s/ Steve Gerdes


Steve
Gerdes


Its:
President


 


Addressess


 


TOTALLY
HEMP CRAZY, INC


10440
Markison Road


Dallas,
TX 75238 Attn: Tom Shuman Title: CEO/President


Phone:
214-212-5006


 


Dr.
Pepper Royal Crown Bottling Co.


P.O
Box 368


Chickasha,
OK 73023


Attn:
Steve Gerdes


Title:
President


Phone:
405-224-1260


 



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SCHEDULE
A


TERRITORY


 


 


The
following counties in the State of Oklahoma:


 


l)
Grady;


		2)	Canadian
                                         (part): That pmt of Canadian County, Oklahoma west of a north and south line running
                                         along the most easterly boundaries of and to include
                                         the towns of Union, El Reno and Okarche
                                         and to include all other towns and soft drink
                                         dealer outlets on State Highway
                                         No. 2
                                         i n
                                         Canadian County;



		3)	Comanche
                                         (part): The towns of Elgin, Sterling and Fletcher in Comanche County, Oklahoma a and
                                         nil towns and soft drink dealer outlets on roads and highways leading from the town of
                                         Elgin, Sterling and Fletcher north to the Caddo County, Oklahoma line.



		4)	Caddo
                                         (part): That position lying south of a line drawn due east and west across said County
                                         through a point four (4) miles south of the present southernmost point in the locality
                                         known as Grace Mont. The locality known as Grace Mont to be excluded from this tenitory
                                         and the localities known as Carnegie, Fort Cobb, Washita and Anadarko to be included
                                         in this tenitory;



		5)	McClain
                                         (part): That part of McClain n County, Oklahoma west of a north-south line running through
                                         the most western point on the west boundary line of the town of Rosedale. It is intended
                                         by this description to exclude the towns of Rosedale and Byars from the Chickasha franchised
                                         territory. This description is as so located on January 26; 1962
                                         ; and



		6)	Garvin
                                         (palt):
                                         Only that. portion lying north and west of a lining southwest from the McClain-Garvi
                                         n County Line through and including the Town
                                         of Maysville lo the northeast corner of Stephens
                                         County.



 





 




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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 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.


 


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.


 


 


PAYMENT
TERMS:


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






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