DISTRIBUTORSHIP
AGREEMENT


BY
AND BETWEEN


TOTALLY
HEMP CRAZY, INC.


("COMPANY")


AND


M
& S Up North Distributing


("DISTRIBUTOR")


 





Iowa








LIST
OF SCHEDULES


SCHEDULE
A TERRITORY


SCHEDULE
B PRODUCTS AND PAYMENT TERM


 


 




    	 		 



    	 



    

 


DISTIBUTORSHIP
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
M & S Up North Distributing a Minnesota corporation, located
at 120 2nd Ave SW Suite 5 Roseau, MN 66751(the "Distributor'')


 


WITNESSETH:


 


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


 


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


 


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


 


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


bound,
agree as follows:


I.


RIGHT
TO SELL WITHIN THE TERRITORY


 


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


1.4
hereof.


 


1.
..
2                           Acceptance of
Right to Distribute. Distributor hereby accepts the right
to sell the Products within the Territory and agrees to exercise such rights in accordance with
the terms of this Agreement. Distributor further agrees that it will use
its best efforts to solicit, promote, increase or
cause to be increased the sales of the Products in the
Territory. Distributor shall maintain sufficient personnel, delivery and
distribution facilities, and equipment and vehicles to ensure that it has the capacity and capability to deliver the Products in sufficient
quantities to fully satisfy the demand for the Products in the
Territory.


 


1
..
3                              Sales within
the Territory and the Parties' Reserved Rights. The
Company reserves the right to sell the Products, or to grant the right to
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".


  




    	 	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, 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 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





 


 




    	 	3	 



    	 



    

 


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.


 


2.3        
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.





 




    	 	5	 



    	 



    

 


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 dale
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 toss 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;
direct or indirect acts, orders or regulations of any governmental body; or any other causes beyond the reasonable control of
the Party.


 


 




    	 	6	 



    	 



    

 


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.


 


 




    	 	7	 



    	 



    

 


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 U Ability 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










    	 	8	 



    	 



    

 


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;


(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.





 




    	 	9	 



    	 



    

 


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. 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).


 







    	 	10	 



    	 



    

 


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 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).


 







    	 	11	 



    	 



    

 


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.


 


12.10     
0 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 30th day of July, 2015.


 


 


THE
COMPANY


TOTALLY
HEMP CRAZY, INC.


By:
/s/Tom Shuman


Print
name: Tom
Shuman


Its:
President I
CEO


 


DISTRIBUTOR:


By:
/s/Shawn Burkel


Print
Name: Shawn Burkel


Title:
President/CEO


 


 


Addresses:


 


TOTALLY
HEMP CRAZY, INC


9101
LBJ Freeway I 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


			120
                                         2nd Ave SW Suite 5 Roseau, MN 66751



Attn:
Shawn Burkel


Title:
President/CEO


Phone:
218-242-0604


Email:
mandsupnorth@mncable.net


 





 


 




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SCHEDULE
A


TERRITORY
GRANTED


The
Territory set forth
for this Agreement
encompasses the counties
of _See below , State
of Iowa


Polk
County 459,862


Linn
County217.751


Scott
County171.387


Johnson
County142,287


Black
Hawk County132.89


Woodbury
County102.271


Dubuque
County96.370


Story
County94.073


Pottawattamie
County93,128


Dallas
Country77.400


Clinton
County48.051


Warren
County47,956


Cerro
Gordo Country43,254


Muscatine
County42,903


Marshall
County40,866


Des
Moines County40.255


Webster
County36.955


Jasper
County36,872


Lee
County35,285


Wapello
County35,212


Sioux
County34,681


Marion
County33,365


Boone
County26,433


Benton
County25,680


Plymouth
County24,874


Bremer
County24,721


Mahaska
County22,370


Washington
County22,070


Buchanan
County21,038


Winneshiek
County 20,768


Buena
Vista County20,578


Carroll
County20,562


Jones
County20,454


Fayette
County20,343


Henry
County20,217


Jackson
County19,482


Poweshiek
County18,668


Cedar
County 18,411


Clayton
County 17,692


Tama
County17,451


Delaware
County17,398


Jefferson
County17,325


Hardin
County17,311


Crawford
County17,228


Dickinson
County16,935


Clay
County16,515


Iowa
County16,375


Floyd
County16,077


Madison
County15,609


Page
County15,496


Kossuth
County15,222


Hamilton
County15,117


Butler
County15,006


Mills
County14,831


Harrison
County14,324


O’Brien
County14,056


Allamakee
County14,038


Cass
County13,448


Wright
County12,840


Appanoose
County12,661


Union
County12,516


Grundy
County12,375


Chickasaw
County12,264


Shelby
County11,948


Cherokee
County11,836


Lyon
County11,683


Louise
County11,161


Hancock
County11,026


Mitchell
County10,779


Guthrie
County10,722


Winnebago
County10,559


Franklin
County10,436


Montgomery
County10,421


Keokuk
County10,231


Sac
County10,035


Emmet
County9,990


Calhoun
County9,866


Humboldt
County9,640


Howard
County9,449


Clarke
County9,217


Greene
County9,200


Palo
Alto County9,099


Monona
County8,996


Davis
County8,781


Lucas
County8,701


Decatur
County8,263


Monroe
County8,001


Worth
County7,624


Van
Buren County7,468


Adiar
County7,454


Pocahontas
County7,138


Ida
County7,042


Fremont
County7,022


Wayne
County6,395


Osceola
County6,218


Taylor
County6,143


Audubon
County5,794


Ringgold
County5,051


Adams
County3,875


Total
Population3,107,12


 




    	 	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
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.


 




    	 	14	 



    	 



    

 


 


SCHEDULE
B


REVISED
for Iowa


10
/ 22/ 15





 


 


 


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