Lexaria Corp.: Exhibit 10.1 - Filed by newsfilecorp.com







 

CONSULTING AGREEMENT 

     THIS AGREEMENT is made effective this
17th day of June, 2014 and AMENDS an agreement that was
entered into on or about April 24, 2014. 

BETWEEN: 


	
      Lexaria Corp., a body corporate duly incorporated
      under the laws of the State of Nevada, and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4, and/or its wholly owned
      subsidiary Great Lakes Cannabis Corp, a body corporate duly
      incorporated under the laws of Canada and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4 

	  
	(hereinafter together or separately called the "Company")
    



OF THE FIRST PART 

AND: 


	Jason Springett, an individual in the Province of
      Ontario residing at #3, 869 Whetherfield Street, London, N6H 0A2 
	  
	  
	(hereinafter called the "Consultant")




OF THE SECOND PART 

WHEREAS: 

A.     Consultant agrees to serve as
Master Grower Ontario Operations to the Company and to provide services
as described below, effective April 24th, 2014; 

B.     The Company is desirous of retaining
the consulting services of the Consultant as Master Grower Ontario Operations,
on a contract basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 2 - 

1.     The Consultant shall provide Master
Grower services and report to the CEO/President of the Company, and perform such
tasks in general including but not limited to the following: 

Policies 

The Consultant is expected to be intimately familiar with the
MMPR, which can be found at
http://www.laws-lois.justice.gc.ca/eng/regulations/SOR-2013-119/. The
Consultant will establish policies and procedures that align with the Company’s
overall goals and objectives. The Consultant will implement standards of
performance, safety policies and procedures and makes policy changes as
necessary. The Consultant will consult with executives to whom he reports, to
ensure policies adhere to local and federal regulations, insurance requirements
and all legalities regardless of whether they be municipal, provincial, or
federal. 

Financials 

With other top executives, the Consultant will develop
financial budgets for the facilities the Consultant oversees. The Consultant
will develop construction budgets and timelines and communicate these to the
executives to whom he reports. The Consultant will review sales data, production
and activity reports, financial statements and other information to ensure
financial goals are achieved. The Consultant will be tasked to find ways to
reduce operational costs and increase revenues. The Consultant will plan
long-term financial goals for those facilities the Consultant oversees. 

Management 

The Consultant will work with the Operations Manager to assist
in determining staff required to accomplish goals, and providing oversight to
the production staff. The Consultant will oversee and manage goods used to
produce medical marijuana at the facility such as inventory or production
materials. 

Production 

The Consultant will design, formulate, and implement the most
advantageous, cost effective, and profitable marijuana grow and production
facility possible, in accordance with best practices and always compliant with
the Health Canada MMPR program. The Consultant will be responsible for
developing, practicing and enforcing all inventory control policies, employee
safeguards and employee control programs when they are under the overall control
of the Company. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.

	 	 	 
	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by
      Consultant during the contract period shall become
the property of the Company as it is
utilized for the business purposes of the Company. Consultant is required to
provide a copy of all such data to Company on a monthly basis by electronic file
records. 





	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 3 - 

2.     By virtue of this Agreement, the
Company is expecting, and Consultant is accepting, the responsibility of working
in a full-time managerial role which is not expected to average less than 40
hours per week, on behalf of the Company. Some weeks Consultant may be required
to work more than 40 hours in order to fulfill the terms of this Agreement.

3.     During the time that this Agreement
remains in effect, the Consultant shall not act in any capacity whatsoever,
directly or indirectly for or for the betterment of any other non-joint-ventured
company, partnership, or project that competes within North America within the
same industry sector, without the Company’s prior written consent; with the sole
permitted exception being the Consultant’s existing relationship with Chlormet
Technologies /AAA Heidelberg (“CMT”). The Consultant agrees that he shall
maintain his relationship to CMT in a manner which does not compromise his
responsibilities nor knowledge of the Company; does not compromise any
information as described in Section 11 of this Agreement; and further agrees
that he shall not raise capital for CMT nor participate in day-to-day management
of CMT outside of assisting in placing initial staff and responding to
infrequent requests for advice from CMT management. 

4.     The basic remuneration of the
Consultant for its services hereunder shall be at the rate of four thousand one
hundred and twenty five dollars (CDN$4,125) per month plus GST, together
with any such increments or bonuses thereto as the CEO or the Board of Directors
of the Company may from time to time determine, payable the 15th day of
each calendar month. The Company will negotiate in good faith with the
Consultant a profit-sharing bonus once the facility is operational, designed to
reward the Consultant for production goals yet to be established. The basic
compensation covers that time required by the Consultant to fulfill his tasks.


5.     As described herein, awards of
restricted shares of common stock to be issued in separate certificate form (the
"Shares" or “Share”) shall be made based upon the required events and thresholds
being achieved. The first Share award was made upon the mutual signing and
execution of the original agreement (Paid). The production facility is located
in a municipality that has not yet given formal approval permitting marijuana
production in accordance with the Health Canada MMPR; and the Consultant shall
receive the second Share award once the municipality has given such approval.
The third Share award shall be made when Health Canada has sent an “Approval to
Build” letter to the Company, granting conditional acceptance of the building
plans. The fourth Share award shall be made when Health Canada has granted an
MMPR license to the facility while it is co-owned by the Company. The fifth
Share award shall be made when the first commercial harvest from the facility
has been completed by the Company – a commercial harvest excludes test growing
or non-commercial quantities. And a sixth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility on behalf of the Company. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 4 - 


	Shares 	Shares 	Shares on 	Shares 	Shares on 	Shares on 
	On Signing 	On Municipal 	Health 	On 	First 	$5,000,000 in 
	  	Approval 	Canada 	Health 	Commercial 	Plant 
	  	  	“Comfort 	Canada 	Harvest 	Revenue 
	  	  	Letter” 	License 	  	  
	110,000 	165,000 	330,000 	385,000 	330,000 	330,000 
	(Paid) 	  	  	  	  	  



6.     The issuance of the Shares to the
Consultant will be made in reliance on an exemption from the prospectus filing
requirements contained in section 2.24 of National Instrument 45-106 and the
exemption from the registration requirements contained in Regulation S
promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The
Company reserves the right to request from the Consultant any additional
certificates or representations required to establish an exemption from
applicable securities legislation prior to the issuance of any Shares. 

	 	a) 	
      The certificates representing the Shares to be issued to
      the Consultant will be affixed with legends in substantially the following
      form, describing such restrictions:





	
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT. 




7.     The Consultant represents and
warrants that at the time of entry into this Agreement and on the date of the
issuance of any Shares that: 

	 	a) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Consultant’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws;

	 	 	 
	 	b) 	
      the Consultant understands and agrees none of the Shares
      have been or will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
  and in each case only in accordance with applicable state and foreign securities laws;





	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 5 - 

	 	c) 	
      the Consultant is not a U.S. Person (as such term is
      defined in Regulation S of the 1933 Act) and is not acquiring the Note for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	d) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	e) 	
      the Consultant understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;

	 	 	 
	 	f) 	
      the Consultant acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Consultant may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein; and

	 	 	 
	 	g) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws.



8.     The Consultant shall be responsible
for the payment of its income and other taxes and other remittances including
but not limited to any form of insurance as shall be required by any
governmental entity (including but not limited to EI, WCB, and federal and
provincial income taxes) with respect to compensation paid by the Company to the
Consultant and nothing in this Agreement implies or creates a relationship of
employment. 

9.     The terms "subsidiary" and
"subsidiaries" as used herein mean any corporation or company of which more than
50% of the outstanding shares carrying voting rights at all times (provided that
the ownership of such shares confers the right at all times to elect at least a
majority of the Board of Directors of such corporation or company) are for the
time being owned by or held for the Company and/or any other corporation or
company in like relation to the Company and include any corporation or company
in like relation to a subsidiary. 

10.     The Consultant shall be reimbursed
for all travelling and other expenses actually and properly incurred by it in
connection with its duties hereunder, not including commuting to the office that
is the normal place of business. For all such expenses the Consultant shall
furnish to the Company statements, receipts and vouchers for such out-of-pocket
expenses on a monthly basis. The Consultant is pre-authorized to incur up
to $200 per month, cumulatively, in relevant expenses. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 6 - 

Amounts over $200 per month must be pre-approved by
management of the Company or will be disallowed. Both parties recognize that
as the financial condition of the Company improves or deteriorates, this amount
may be increased or decreased without making changes to this document, provided
the Company makes Consultant aware of the changed amount. 

11.     The Consultant shall not, either
during the continuance of its contract hereunder or at any time thereafter,
disclose the private affairs of the Company and/or its subsidiary or
subsidiaries, or any secrets of the Company and/or its subsidiary or
subsidiaries, to any person other than the Directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the continuance of its contract hereunder or at any time thereafter) use
for its own purposes or for any purpose other than those of the Company any
information it may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries, unless required by law.
Proprietary Information as that term is used herein shall consist of all
knowledge, data and information which the Consultant may acquire from the
documents and information disclosed to it by the Company, its employees,
attorneys, consultants, independent contractors, clients or representatives
whether orally, in written or electronic form or on electronic media including,
by way of example and not by limitation, any products, customer lists, supplier
lists, marketing techniques, technical processes, formulae, inventions or
discoveries (whether patentable or not), innovations, suggestions, ideas,
reports, data, patents, trade secrets and copyrights, made or developed by the
Company and related data and information related to the conduct of the business
of the Company. Proprietary Information shall also include discussions with
officers, directors, employees, independent contractors, attorneys, consultants,
clients, finance sources, customers or representatives and the fact that such
discussions are taking place. Proprietary Information shall not be directly or
indirectly disclosed to any other person without the prior written approval of
the Company. Proprietary Information shall not include matters of general public
knowledge, information legally received or obtained by the Consultant from a
third party or parties without a duty of confidentiality, and information
independently known or developed by the Consultant without the assistance of the
Company. 

12.     All contacts that the Consultant
discusses Company business with, will thereafter also be the property of the
Company and all contact information must be provided to the Company on an
ongoing basis. 

13.     The Consultant shall well and
faithfully serve the Company or any subsidiary as aforesaid during the
continuance of its contract hereunder and use its best efforts to promote the
interests of the Company. 

14.     This Agreement may be terminated
forthwith by the Company or Consultant without prior notice if at any time: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors;
or





	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 7 - 

	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 14(a), 14(b), 14(c), 14(d), or
14(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his termination. 

15.     In the event this Agreement is
terminated by reason of default on the part of the Consultant or the written
notice of the Company, then at the request of the Board of Directors of the
Company, the Consultant shall cause Consultant to forthwith resign any position
or office which he then holds with the Company or any subsidiary of the Company.
The provisions of Paragraph 11 shall survive the termination of this Agreement
for a period of 2 years thereafter. 

16.     In the event that Municipal
Approval for zoning and to build/operate the facility is NOT granted by July 9,
2014, as is currently expected, this Agreement is subject to a 15-day
renegotiation period during which time the likelihood of Municipal Approval can
be assessed, or cancellation by the Company if an approved location cannot be
secured.

17.     The services to be performed by the
Consultant pursuant hereto are personal in character, to be performed by Mr.
Jason Springett, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company. 

18.     Any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

19.     Any notice in writing or permitted
to be given to the Consultant hereunder shall be sufficiently given if delivered
to the Consultant personally or mailed by registered mail, postage prepaid,
addressed to the Consultant as its last residential address known to the
Company. Provided any such notice is mailed via guaranteed overnight delivery,
as aforesaid shall be deemed to have been received by the Consultant on the
first business day following the date of mailing. Any notice in writing required
or permitted to be given to the Company hereunder shall be given by registered
mail, postage prepaid, addressed to the Company at the address shown on page 1
hereof. Any such notice mailed as aforesaid shall be deemed to have been
received by the Company on the first business day following the date of mailing
provided such mailing is sent via guaranteed overnight delivery. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder. 

20.     The provisions of this Agreement
shall enure to the benefit of and be binding upon the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or other entity
which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 8 - 

21.     Every provision of this Agreement
is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the provisions of this Agreement. 

22.     This Agreement is being delivered
and is intended to be managed from the Province of British Columbia and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of such Province. Similarly no provision within this
contract is deemed valid should it conflict with the current or future laws of
the United States of America or current or future regulations set forth by the
United States Securities and Exchange Commission, the British Columbia
Securities Commission, or the Ontario Securities Commission. This Agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom or which enforcement of any waiver, change, modification or
discharge is sought. 

23.     This Agreement and the obligations
of the Company herein are subject to all applicable laws and regulations in
force at the local, State, Province, and Federal levels in both Canada and the
United States. In the event that there is an employment dispute between the
Company and Consultant, Consultant agrees to allow it to be settled according to
applicable Canadian law in an applicable British Columbia jurisdiction. 

24.     Any and all potential or actual
common share award or stock option award will be in compliance with all
applicable regulations in the USA and Canada. 

25.     This contract will expire on June
16, 2015 unless renewed or extended by mutual written consent of both parties
prior to that date. 

     IN WITNESS WHEREOF this Agreement
has been executed as of the day, month and year first above written. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 9 - 

	SIGNED by: 	DATED: 
	  	  
	  	  
	______________________________	June 17, 2014 
	Chris Bunka, 	  
	CEO and Director, 	  
	Lexaria Corp 	  
	  	  
	  	  
	  	  
	  	  
	SIGNED by: 	  
	  	  
	  	DATED: 
	  	  
	_______________________________	__________________________________
	Jason Springett 	  
	Master Grower Ontario Operations 	  




	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  











 

CONSULTING AGREEMENT 

     THIS AGREEMENT is made effective this
17th day of June, 2014 and AMENDS an agreement that was
entered into on or about April 24, 2014. 

BETWEEN: 


	
      Lexaria Corp., a body corporate duly incorporated
      under the laws of the State of Nevada, and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4, and/or its wholly owned
      subsidiary Great Lakes Cannabis Corp, a body corporate duly
      incorporated under the laws of Canada and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4 

	  
	(hereinafter together or separately called the "Company")
    



OF THE FIRST PART 

AND: 


	
      490072 Ontario Ltd. Operating as HEC GROUP, a body
      corporate duly incorporated under the laws of the Province of Ontario, and
      having an office at 58 King Street West, Suite A, Stoney Creek, Ontario,
      L8G 1H8 

	  
	(hereinafter called the "Consultant")




OF THE SECOND PART 

WHEREAS: 

A.     Consultant agrees to serve as
Human Resources Manager to the Company and to provide services as
described below, effective April 24th, 2014; 

B.     The Company is desirous of retaining
the consulting services of the Consultant as Human Resources Manager, on a
contract basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 2 - 

1.     The Consultant shall provide Human
Resources services and report to the CEO/President/CFO of the Company, and
perform such tasks in general including but not limited to the following: 

Analyse the needs of the Company on an ongoing basis and
recommend the most strategic/pressing management and executive positions to be
filled or replaced. Source, identify, interview and negotiate
consulting/management contracts with executive level and management staff on
behalf of the President and Board of Directors. Source and provide and introduce
human resource policies and procedures consistent with the needs of a medical
marijuana production facility for its plant staff. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.

	 	 	 
	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by the
      Consultant during the contract period shall become the property of the
      Company as it is utilized for the business purposes of the Company. The
      Consultant is required to provide a copy of all such data to Company on a
      monthly basis by electronic file records.



2.     By virtue of this Agreement, the
Company is expecting, and the Consultant is accepting, the responsibility of
working an irregular schedule and quantity of time on behalf of the Company.
Some weeks Consultant may be required to work more than 30 hours and some weeks
the Consultant may be required to work zero hours in order to fulfill the terms
of this Agreement. During the time that this Agreement remains in effect, the
Consultant shall not act in any capacity whatsoever, directly or indirectly for
or for the betterment of any other non-joint-ventured company, partnership, or
project that competes within North America within the sector of medical
marijuana, without the Company’s prior written consent

3.     As described herein, awards of
restricted shares of common stock to be issued in separate certificate form (the
"Shares" or “Share”) shall be made based upon the required events and thresholds
being achieved. The first Share award was made upon the mutual signing and
execution of the original agreement (Paid). The production facility is located
in a municipality that has not yet given formal approval permitting marijuana
production in accordance with the Health Canada MMPR; and the Consultant shall
receive the second Share award once the municipality has given such approval.
The third Share award shall be made when Health Canada has sent an “Approval to
Build” letter to the Company, granting conditional acceptance of the building
plans. The fourth Share award shall be made when Health Canada has granted an
MMPR license to the facility while it is co-owned by the Company. The fifth
Share award shall be made when the first commercial harvest from the facility
has been completed by the Company – a commercial harvest excludes test growing
or non-commercial quantities. And a sixth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility on behalf of the Company. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 3 - 


	Shares 	Shares 	Shares on 	Shares 	Shares on 	Shares on 
	On Signing 	On Municipal 	Health 	On 	First 	$5,000,000 in 
	  	Approval 	Canada 	Health 	Commercial 	Plant 
	  	  	“Comfort 	Canada 	Harvest 	Revenue 
	  	  	Letter” 	License 	  	  
	110,000 	165,000 	330,000 	385,000 	330,000 	330,000 
	(Paid) 	  	  	  	  	  



4.     The issuance of the Shares to the
Consultant will be made in reliance on an exemption from the prospectus filing
requirements contained in section 2.24 of National Instrument 45-106 and the
exemption from the registration requirements contained in Regulation S
promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The
Company reserves the right to request from the Consultant any additional
certificates or representations required to establish an exemption from
applicable securities legislation prior to the issuance of any Shares. 

	 	a) 	
      The certificates representing the Shares to be issued to
      the Consultant will be affixed with legends in substantially the following
      form, describing such restrictions:





	
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT. 




5.     The Consultant represents and
warrants that at the time of entry into this Agreement and on the date of the
issuance of any Shares that: 

	 	a) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Consultant’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws;

	 	 	 
	 	b) 	
      the Consultant understands and agrees none of the Shares
      have been or will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
  and in each case only in accordance with applicable state and foreign securities laws;





	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 4 - 

	 	c) 	
      the Consultant is not a U.S. Person (as such term is
      defined in Regulation S of the 1933 Act) and is not acquiring the Note for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	d) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	e) 	
      the Consultant understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;

	 	 	 
	 	f) 	
      the Consultant acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Consultant may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein; and

	 	 	 
	 	g) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws.



6.     The Consultant shall be responsible
for the payment of its income and other taxes and other remittances including
but not limited to any form of insurance as shall be required by any
governmental entity (including but not limited to EI, WCB, and federal and
provincial income taxes) with respect to compensation paid by the Company to the
Consultant and nothing in this Agreement implies or creates a relationship of
employment. 

7.     The terms "subsidiary" and
"subsidiaries" as used herein mean any corporation or company of which more than
50% of the outstanding shares carrying voting rights at all times (provided that
the ownership of such shares confers the right at all times to elect at least a
majority of the Board of Directors of such corporation or company) are for the
time being owned by or held for the Company and/or any other corporation or
company in like relation to the Company and include any corporation or company
in like relation to a subsidiary. 

8.     The Consultant shall be reimbursed
for all travelling and other expenses actually and properly incurred by it in
connection with its duties hereunder, not including commuting to the office that
is the normal place of business. For all such expenses the Consultant shall
furnish to the Company statements, receipts and vouchers for such out-of-pocket
expenses on a monthly basis. The Consultant is pre-authorized to incur up
to $200 per month, cumulatively, in relevant expenses. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 5 - 

Amounts over $200 per month must be pre-approved by
management of the Company or will be disallowed. Both parties recognize that
as the financial condition of the Company improves or deteriorates, this amount
may be increased or decreased without making changes to this document, provided
the Company makes Consultant aware of the changed amount. 

9.     The Consultant shall not, either
during the continuance of its contract hereunder or at any time thereafter,
disclose the private affairs of the Company and/or its subsidiary or
subsidiaries, or any secrets of the Company and/or its subsidiary or
subsidiaries, to any person other than the Directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the continuance of its contract hereunder or at any time thereafter) use
for its own purposes or for any purpose other than those of the Company any
information it may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries, unless required by law.
Proprietary Information as that term is used herein shall consist of all
knowledge, data and information which the Consultant may acquire from the
documents and information disclosed to it by the Company, its employees,
attorneys, consultants, independent contractors, clients or representatives
whether orally, in written or electronic form or on electronic media including,
by way of example and not by limitation, any products, customer lists, supplier
lists, marketing techniques, technical processes, formulae, inventions or
discoveries (whether patentable or not), innovations, suggestions, ideas,
reports, data, patents, trade secrets and copyrights, made or developed by the
Company and related data and information related to the conduct of the business
of the Company. Proprietary Information shall also include discussions with
officers, directors, employees, independent contractors, attorneys, consultants,
clients, finance sources, customers or representatives and the fact that such
discussions are taking place. Proprietary Information shall not be directly or
indirectly disclosed to any other person without the prior written approval of
the Company. Proprietary Information shall not include matters of general public
knowledge, information legally received or obtained by the Consultant from a
third party or parties without a duty of confidentiality, and information
independently known or developed by the Consultant without the assistance of the
Company. 

10.     All contacts that the Consultant
discusses Company business with, will thereafter also be the property of the
Company and all contact information must be provided to the Company on an
ongoing basis. 

11.     The Consultant shall well and
faithfully serve the Company or any subsidiary as aforesaid during the
continuance of its contract hereunder and use its best efforts to promote the
interests of the Company. 

12.     This Agreement may be terminated
forthwith by the Company or Consultant without prior notice if at any time: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors;
or





	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  








	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 12(a), 12(b), 12(c), 12(d), or
12(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his termination. 

13.     In the event this Agreement is
terminated by reason of default on the part of the Consultant or the written
notice of the Company, then at the request of the Board of Directors of the
Company, the Consultant shall cause Consultant to forthwith resign any position
or office which he then holds with the Company or any subsidiary of the Company.
The provisions of Paragraph 9 shall survive the termination of this Agreement
for a period of 2 years thereafter. 

14.     In the event that Municipal
Approval for zoning and to build/operate the facility is NOT granted by July 8,
2014, as is currently expected, this Agreement is subject to a 15-day
renegotiation period during which time the likelihood of Municipal Approval can
be assessed, or cancellation by the Company if an approved location cannot be
secured.

15.     The services to be performed by the
Consultant pursuant hereto are personal in character, to be performed by Mr.
Greg Boone, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company. 

16.     Any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

17.     Any notice in writing or permitted
to be given to the Consultant hereunder shall be sufficiently given if delivered
to the Consultant personally or mailed by registered mail, postage prepaid,
addressed to the Consultant as its last residential address known to the
Company. Provided any such notice is mailed via guaranteed overnight delivery,
as aforesaid shall be deemed to have been received by the Consultant on the
first business day following the date of mailing. Any notice in writing required
or permitted to be given to the Company hereunder shall be given by registered
mail, postage prepaid, addressed to the Company at the address shown on page 1
hereof. Any such notice mailed as aforesaid shall be deemed to have been
received by the Company on the first business day following the date of mailing
provided such mailing is sent via guaranteed overnight delivery. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder. 

18.     The provisions of this Agreement
shall enure to the benefit of and be binding upon the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or other entity
which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 7 - 

19.     Every provision of this Agreement
is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the provisions of this Agreement. 

20.     This Agreement is being delivered
and is intended to be managed from the Province of British Columbia and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of such Province. Similarly no provision within this
contract is deemed valid should it conflict with the current or future laws of
the United States of America or current or future regulations set forth by the
United States Securities and Exchange Commission, the British Columbia
Securities Commission, or the Ontario Securities Commission. This Agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom or which enforcement of any waiver, change, modification or
discharge is sought. 

21.     This Agreement and the obligations
of the Company herein are subject to all applicable laws and regulations in
force at the local, State, Province, and Federal levels in both Canada and the
United States. In the event that there is an employment dispute between the
Company and Consultant, Consultant agrees to allow it to be settled according to
applicable Canadian law in an applicable British Columbia jurisdiction. 

22.     Any and all potential or actual
common share award or stock option award will be in compliance with all
applicable regulations in the USA and Canada. 

23.     This contract will expire on June
16, 2015 unless renewed or extended by mutual written consent of both parties
prior to that date. 

     IN WITNESS WHEREOF this Agreement
has been executed as of the day, month and year first above written. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 8 - 

	SIGNED by: 	DATED: 
	  	  
	  	  
	______________________________	June 17, 2014 
	Chris Bunka, 	  
	CEO and Director, 	  
	Lexaria Corp 	  
	  	  
	  	  
	  	  
	  	  
	SIGNED by: 	  
	  	  
	  	DATED: 
	  	  
	________________________________	_____________________________________
	Greg Boone c/o HEC Group 	  
	Human Resources Manager 	  



	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  











 

CONSULTING AGREEMENT 

     THIS AGREEMENT is made effective this
17th day of June, 2014 and AMENDS an agreement that was
entered into on or about April 24, 2014. 

BETWEEN: 


	
      Lexaria Corp., a body corporate duly incorporated
      under the laws of the State of Nevada, and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4, and/or its wholly owned
      subsidiary Great Lakes Cannabis Corp, a body corporate duly
      incorporated under the laws of Canada and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4 

	  
	(hereinafter together or separately called the "Company")
    



OF THE FIRST PART 

AND: 


	Current Market Communications & Associates Inc.
      a body corporate duly incorporated under the laws of the Province of
      Ontario, and having an office at 65 Queen St. West, Suite 510, Toronto,
      Ontario, M5H 2M5 
	  
	  
	(hereinafter called the "Consultant")




OF THE SECOND PART 

WHEREAS: 

A.     Consultant agrees to serve as
Media Coordinator to the Company and to provide services as described
below, effective April 24th, 2014; 

B.     The Company is desirous of retaining
the consulting services of the Consultant as Media Coordinator, on a contract
basis and the Consultant has agreed to serve the Company as an independent
contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 2 - 

1.     The Consultant shall provide Media
Coordinator services and report to the CEO/President of the Company, and perform
such tasks in general including but not limited to the following: 

Analyse the media and communication needs of the Company on an
ongoing basis and recommend, create, edit and update on an ongoing basis various
media including video clips and video interviews; Company powerpoints; letters;
graphics; booth presentation materials; and any and all other communications
programs and mediums. Communicate on the Company’s behalf directly with
interested parties to deliver the Company’s message and branding, relieving the
Company President or CEO of the task when possible. Strategize, arrange and
obtain where possible, outside media coverage of the Company through Internet;
Television, Newspaper and Radio and other sources. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.

	 	 	 
	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by
      Consultant during the contract period shall become the property of the
      Company as it is utilized for the business purposes of the Company.
      Consultant is required to provide a copy of all such data to Company on a
      monthly basis by electronic file records.



2.     By virtue of this Agreement, the
Company is expecting, and Consultant is accepting, the responsibility of working
an irregular schedule and quantity of time on behalf of the Company. Some weeks
Consultant may be required to work more than 30 hours and some weeks Consultant
may be required to work fewer than 10 hours in order to fulfill the terms of
this Agreement. During the time that this Agreement remains in effect, the
Consultant shall not act in any capacity whatsoever, directly or indirectly for
or for the betterment of any other non-joint-ventured company, partnership, or
project that competes within North America within the sector of medical
marijuana, without the Company’s prior written consent.

3.     The basic remuneration of the
Consultant for its services hereunder shall be at the rate of two thousand seven
hundred and fifty dollars (CDN$2,750) per month plus GST, together with
any such increments or bonuses thereto as the CEO or the Board of Directors of
the Company may from time to time determine, payable the 30th day of each
calendar month. The Company will negotiate in good faith with the Consultant a
profit-sharing bonus once the facility is operational, designed to reward the
Consultant for production goals yet to be established. The basic compensation
covers that time required by the Consultant to fulfill his tasks. 

4.     As described herein, awards of
restricted shares of common stock to be issued in separate certificate form (the
"Shares" or “Share”) shall be made based upon the required events and thresholds
being achieved. The first Share award was made upon the mutual signing and
execution of the original agreement (Paid). The production facility is located
in a municipality that has not yet given formal approval permitting marijuana production in
accordance with the Health Canada MMPR; and the Consultant shall receive the
second Share award once the municipality has given such approval. The third
Share award shall be made when Health Canada has sent an “Approval to Build”
letter to the Company, granting conditional acceptance of the building plans.
The fourth Share award shall be made when Health Canada has granted an MMPR
license to the facility while it is co-owned by the Company. The fifth Share
award shall be made when the first commercial harvest from the facility has been
completed by the Company – a commercial harvest excludes test growing or
non-commercial quantities. And a sixth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility on behalf of the Company. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 3 - 


	Shares 	Shares 	Shares on 	Shares 	Shares on 	Shares on 
	On Signing 	On Municipal 	Health 	On 	First 	$5,000,000 in 
	  	Approval 	Canada 	Health 	Commercial 	Plant 
	  	  	“Comfort 	Canada 	Harvest 	Revenue 
	  	  	Letter” 	License 	  	  
	110,000 	165,000 	330,000 	385,000 	330,000 	330,000 
	(Paid) 	  	  	  	  	  



5.     The issuance of the Shares to the
Consultant will be made in reliance on an exemption from the prospectus filing
requirements contained in section 2.24 of National Instrument 45-106 and the
exemption from the registration requirements contained in Regulation S
promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The
Company reserves the right to request from the Consultant any additional
certificates or representations required to establish an exemption from
applicable securities legislation prior to the issuance of any Shares. 

	 	a) 	
      The certificates representing the Shares to be issued to
      the Consultant will be affixed with legends in substantially the following
      form, describing such restrictions:





	
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT. 




6.     The Consultant represents and
warrants that at the time of entry into this Agreement and on the date of the
issuance of any Shares that: 

	 	a) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Consultant’s
  ability to resell any of the Shares in Canada under applicable provincial securities laws;




      
	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 4 - 

	 	b) 	
      the Consultant understands and agrees none of the Shares
      have been or will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and foreign
      securities laws;

	 	 	 
	 	c) 	
      the Consultant is not a U.S. Person (as such term is
      defined in Regulation S of the 1933 Act) and is not acquiring the Note for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	d) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	e) 	
      the Consultant understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;

	 	 	 
	 	f) 	
      the Consultant acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Consultant may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein; and

	 	 	 
	 	g) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws.



7.     The Consultant shall be responsible
for the payment of its income and other taxes and other remittances including
but not limited to any form of insurance as shall be required by any
governmental entity (including but not limited to EI, WCB, and federal and
provincial income taxes) with respect to compensation paid by the Company to the
Consultant and nothing in this Agreement implies or creates a relationship of
employment. 

8.     The terms "subsidiary" and
"subsidiaries" as used herein mean any corporation or company of which more than
50% of the outstanding shares carrying voting rights at all times (provided that
the ownership of such shares confers the right at all times to
elect at least a majority of the Board of Directors of such corporation or
company) are for the time being owned by or held for the Company and/or any
other corporation or company in like relation to the Company and include any
corporation or company in like relation to a subsidiary. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 5 - 

9.     The Consultant shall be reimbursed
for all travelling and other expenses actually and properly incurred by it in
connection with its duties hereunder, not including commuting to the office that
is the normal place of business. For all such expenses the Consultant shall
furnish to the Company statements, receipts and vouchers for such out-of-pocket
expenses on a monthly basis. The Consultant is pre-authorized to incur up
to $200 per month, cumulatively, in relevant expenses. Amounts over $200 per
month must be pre-approved by management of the Company or will be
disallowed. Both parties recognize that as the financial condition of the
Company improves or deteriorates, this amount may be increased or decreased
without making changes to this document, provided the Company makes Consultant
aware of the changed amount. 

10.     The Consultant shall not, either
during the continuance of its contract hereunder or at any time thereafter,
disclose the private affairs of the Company and/or its subsidiary or
subsidiaries, or any secrets of the Company and/or its subsidiary or
subsidiaries, to any person other than the Directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the continuance of its contract hereunder or at any time thereafter) use
for its own purposes or for any purpose other than those of the Company any
information it may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries, unless required by law.
Proprietary Information as that term is used herein shall consist of all
knowledge, data and information which the Consultant may acquire from the
documents and information disclosed to it by the Company, its employees,
attorneys, consultants, independent contractors, clients or representatives
whether orally, in written or electronic form or on electronic media including,
by way of example and not by limitation, any products, customer lists, supplier
lists, marketing techniques, technical processes, formulae, inventions or
discoveries (whether patentable or not), innovations, suggestions, ideas,
reports, data, patents, trade secrets and copyrights, made or developed by the
Company and related data and information related to the conduct of the business
of the Company. Proprietary Information shall also include discussions with
officers, directors, employees, independent contractors, attorneys, consultants,
clients, finance sources, customers or representatives and the fact that such
discussions are taking place. Proprietary Information shall not be directly or
indirectly disclosed to any other person without the prior written approval of
the Company. Proprietary Information shall not include matters of general public
knowledge, information legally received or obtained by the Consultant from a
third party or parties without a duty of confidentiality, and information
independently known or developed by the Consultant without the assistance of the
Company. 

11.     All contacts that the Consultant
discusses Company business with, will thereafter also be the property of the
Company and all contact information must be provided to the Company on an
ongoing basis. 

12.     The Consultant shall well and
faithfully serve the Company or any subsidiary as aforesaid during the
continuance of its contract hereunder and use its best efforts to promote the
interests of the Company. 

13.     This Agreement may be terminated
forthwith by the Company or Consultant without prior notice if at any time: 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 6 - 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or

	 	 	 
	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 13(a), 13(b), 13(c), 13(d), or
13(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his termination. 

14.     In the event this Agreement is
terminated by reason of default on the part of the Consultant or the written
notice of the Company, then at the request of the Board of Directors of the
Company, the Consultant shall cause Consultant to forthwith resign any position
or office which he then holds with the Company or any subsidiary of the Company.
The provisions of Paragraph 10 shall survive the termination of this Agreement
for a period of 2 years thereafter. 

15.     In the event that Municipal
Approval for zoning and to build/operate the facility is NOT granted by July 8,
2014, as is currently expected, this Agreement is subject to a 15-day
renegotiation period during which time the likelihood of Municipal Approval can
be assessed, or cancellation by the Company if an approved location cannot be
secured.

16.     The services to be performed by the
Consultant pursuant hereto are personal in character, to be performed by Mr.
Clark Kent, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company. 

17.     Any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

18.     Any notice in writing or permitted
to be given to the Consultant hereunder shall be sufficiently given if delivered
to the Consultant personally or mailed by registered mail, postage prepaid,
addressed to the Consultant as its last residential address known to the
Company. Provided any such notice is mailed via guaranteed overnight delivery,
as aforesaid shall be deemed to have been received by the Consultant on the
first business day following the date of mailing.


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 7 - 

Any notice in writing required or permitted to be given to the
Company hereunder shall be given by registered mail, postage prepaid, addressed
to the Company at the address shown on page 1 hereof. Any such notice mailed as
aforesaid shall be deemed to have been received by the Company on the first
business day following the date of mailing provided such mailing is sent via
guaranteed overnight delivery. Any such address for the giving of notices
hereunder may be changed by notice in writing given hereunder. 

19.     The provisions of this Agreement
shall enure to the benefit of and be binding upon the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or other entity
which at any time, whether by merger, purchase or otherwise, shall acquire all
or substantially all of the assets or business of the Company. 

20.     Every provision of this Agreement
is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the provisions of this Agreement. 

21.     This Agreement is being delivered
and is intended to be managed from the Province of British Columbia and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of such Province. Similarly no provision within this
contract is deemed valid should it conflict with the current or future laws of
the United States of America or current or future regulations set forth by the
United States Securities and Exchange Commission, the British Columbia
Securities Commission, or the Ontario Securities Commission. This Agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom or which enforcement of any waiver, change, modification or
discharge is sought. 

22.     This Agreement and the obligations
of the Company herein are subject to all applicable laws and regulations in
force at the local, State, Province, and Federal levels in both Canada and the
United States. In the event that there is an employment dispute between the
Company and Consultant, Consultant agrees to allow it to be settled according to
applicable Canadian law in an applicable British Columbia jurisdiction. 

23.     Any and all potential or actual
common share award or stock option award will be in compliance with all
applicable regulations in the USA and Canada. 

24.     This contract will expire on June
16, 2015 unless renewed or extended by mutual written consent of both parties
prior to that date. 

     IN WITNESS WHEREOF this Agreement
has been executed as of the day, month and year first above written. 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 8 - 

	SIGNED by: 	DATED: 
	  	  
	  	  
	________________________________	June 17, 2014 
	Chris Bunka, 	  
	CEO and Director, 	  
	Lexaria Corp 	  
	  	  
	  	  
	  	  
	  	  
	SIGNED by: 	  
	  	  
	  	DATED: 
	  	  
	___________________________________	_______________________________________
	Clark Kent c/o Current Market 	  
	Communications & Associates Inc. 	  
	Media Coordinator 	  



    
	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  











 

CONSULTING AGREEMENT 

     THIS AGREEMENT is made effective this
17th day of June, 2014 and AMENDS an agreement that was
entered into on or about April 24, 2014. 

BETWEEN: 


	
      Lexaria Corp., a body corporate duly incorporated
      under the laws of the State of Nevada, and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4, and/or its wholly owned
      subsidiary Great Lakes Cannabis Corp, a body corporate duly
      incorporated under the laws of Canada and having an office at 950-1130 W
      Pender St, Vancouver BC, V6E 4A4 

	  
	(hereinafter together or separately called the "Company")
    



OF THE FIRST PART 

AND: 


	Don Shaxon, an individual in the Province of Ontario
      residing at 3129 Centennial Drive, Burlington, L7M 1B8 
	  
	(hereinafter called the "Consultant")




OF THE SECOND PART 

WHEREAS: 

A.     Consultant agrees to serve as
Ontario Operations Manager to the Company and to provide services as
described below, effective April 24th, 2014; 

B.     The Company is desirous of retaining
the consulting services of Consultant as Ontario Operations Manager, on a
contract basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

 


	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  







- 2 - 

1.     The Consultant shall provide
Operations Manager services and report to the CEO/President/CFO of the Company,
and perform such tasks in general including but not limited to the following:


Policies 

The Consultant is expected to be intimately familiar with the
MMPR, which can be found at
http://www.laws-lois.justice.gc.ca/eng/regulations/SOR-2013-119/. The
Consultant will establish policies and procedures that align with the Company’s
overall goals and objectives. The Consultant will implement standards of
performance, safety policies and procedures and makes policy changes as
necessary. The Consultant will consult with executives to whom he reports, to
ensure policies adhere to local and federal regulations, insurance requirements
and all legalities regardless of whether they be municipal, provincial, or
federal. 

Financials 

With other top executives, the Consultant will develop
financial budgets for the facilities the Consultant oversees. The Consultant
will develop construction budgets and timelines and communicate these to the
executives to whom he reports. The Consultant will review sales data, production
and activity reports, financial statements and other information to ensure
financial goals are achieved. The Consultant will be tasked to find ways to
reduce operational costs and increase revenues. The Consultant will plan
long-term financial goals for those facilities the Consultant oversees. 

Management 

The Consultant will direct all human resources and management
activities, including determining staff needed to accomplish goals, select and
hire new employees and assign responsibilities to the entire staff. The
Consultant will oversee and manage goods used to produce medical marijuana at
the facility such as sales merchandise, inventory or production materials.
Operations managers also authorize, approve, and be responsible for all vendor
and contract services for the facility. 

Production 

The Consultant will design, formulate, and implement the most
advantageous, cost effective, and profitable marijuana grow and production
facility possible, in accordance with best practices and always compliant with
the Health Canada MMPR program. The Consultant will be responsible for
developing, practicing and enforcing all inventory control policies, employee
safeguards and employee control programs when they are under the overall control
of the Company. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.




      	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 3 - 

	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by
      Consultant during the contract period shall become the property of the
      Company as it is utilized for the business purposes of the Company.
      Consultant is required to provide a copy of all such data to Company on a
      monthly basis by electronic file records.



2.     By virtue of this Agreement, the
Company is expecting, and Consultant is accepting, the responsibility of working
in a full-time managerial role which is not expected to average less than 40
hours per week, on behalf of the Company. Some weeks Consultant may be required
to work more than 40 hours in order to fulfill the terms of this Agreement.

3.     During the time that this Agreement
remains in effect, the Consultant shall not act in any capacity whatsoever,
directly or indirectly for or for the betterment of any other non-joint-ventured
company, partnership, or project that competes within North America within the
same industry sector, without the Company’s prior written consent; with the sole
permitted exception being the Consultant’s existing relationship with Chlormet
Technologies /AAA Heidelberg (“CMT”). The Consultant agrees that he shall
maintain his relationship to CMT in a manner which does not compromise his
responsibilities nor knowledge of the Company; does not compromise any
information as described in Section 11 of this Agreement; and further agrees
that he shall not raise capital for CMT nor participate in day-to-day management
of CMT outside of assisting in placing initial staff and responding to
infrequent requests for advice from CMT management. 

4.     The basic remuneration of the
Consultant for its services hereunder shall be at the rate of four thousand one
hundred and twenty five dollars (CDN$4,125) per month plus GST, together
with any such increments or bonuses thereto as the CEO or the Board of Directors
of the Company may from time to time determine, payable the 15th day of
each calendar month. The Company will negotiate in good faith with the
Consultant a profit-sharing bonus once the facility is operational, designed to
reward the Consultant for production goals yet to be established. The basic
compensation covers that time required by the Consultant to fulfill his tasks.


5.     As described herein, awards of
restricted shares of common stock to be issued in separate certificate form (the
"Shares" or “Share”) shall be made based upon the required events and thresholds
being achieved. The first Share award was made upon the mutual signing and
execution of the original agreement (Paid). The production facility is located
in a municipality that has not yet given formal approval permitting marijuana
production in accordance with the Health Canada MMPR; and the Consultant shall
receive the second Share award once the municipality has given such approval.
The third Share award shall be made when Health Canada has sent an “Approval to
Build” letter to the Company, granting conditional acceptance of the building
plans. The fourth Share award shall be made when Health Canada has granted an
MMPR license to the facility while it is co-owned by the Company. The fifth
Share award shall be made when the first commercial harvest from the facility
has been completed by the Company – a commercial harvest excludes test growing
or non-commercial quantities. And a sixth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility on behalf of the Company. 

	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 4 - 


	Shares 	Shares 	Shares on 	Shares 	Shares on 	Shares on 
	On Signing 	On Municipal 	Health 	On 	First 	$5,000,000 in 
	  	Approval 	Canada 	Health 	Commercial 	Plant 
	  	  	“Comfort 	Canada 	Harvest 	Revenue 
	  	  	Letter” 	License 	  	  
	110,000 	165,000 	330,000 	385,000 	330,000 	330,000 
	(Paid) 	  	  	  	  	  



6.     The issuance of the Shares to the
Consultant will be made in reliance on an exemption from the prospectus filing
requirements contained in section 2.24 of National Instrument 45-106 and the
exemption from the registration requirements contained in Regulation S
promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The
Company reserves the right to request from the Consultant any additional
certificates or representations required to establish an exemption from
applicable securities legislation prior to the issuance of any Shares. 

	 	a) 	
      The certificates representing the Shares to be issued to
      the Consultant will be affixed with legends in substantially the following
      form, describing such restrictions:





	
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT. 




7.     The Consultant represents and
warrants that at the time of entry into this Agreement and on the date of the
issuance of any Shares that: 

	 	a) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Consultant’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws;

	 	 	 
	 	b) 	
      the Consultant understands and agrees none of the Shares
      have been or will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
  and in each case only in accordance with applicable state and foreign securities laws;




      	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 5 - 

	 	c) 	
      the Consultant is not a U.S. Person (as such term is
      defined in Regulation S of the 1933 Act) and is not acquiring the Note for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	d) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	e) 	
      the Consultant understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;

	 	 	 
	 	f) 	
      the Consultant acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Consultant may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein; and

	 	 	 
	 	g) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws.



8.     The Consultant shall be responsible
for the payment of its income and other taxes and other remittances including
but not limited to any form of insurance as shall be required by any
governmental entity (including but not limited to EI, WCB, and federal and
provincial income taxes) with respect to compensation paid by the Company to the
Consultant and nothing in this Agreement implies or creates a relationship of
employment. 

9.     The terms "subsidiary" and
"subsidiaries" as used herein mean any corporation or company of which more than
50% of the outstanding shares carrying voting rights at all times (provided that
the ownership of such shares confers the right at all times to elect at least a
majority of the Board of Directors of such corporation or company) are for the
time being owned by or held for the Company and/or any other corporation or
company in like relation to the Company and include any corporation or company
in like relation to a subsidiary. 

10.     The Consultant shall be reimbursed
for all travelling and other expenses actually and properly incurred by it in
connection with its duties hereunder, not including commuting to the office that
is the normal place of business. For all such expenses the Consultant shall
furnish to the Company statements, receipts and vouchers for such out-of-pocket
expenses on a monthly basis. The Consultant is pre-authorized to incur up
to $500 per month, cumulatively, in relevant expenses. 

	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 6 - 

Amounts over $500 per month must be pre-approved by
management of the Company or will be disallowed. Both parties recognize that
as the financial condition of the Company improves or deteriorates, this amount
may be increased or decreased without making changes to this document, provided
the Company makes Consultant aware of the changed amount. 

11.     The Consultant shall not, either
during the continuance of its contract hereunder or at any time thereafter,
disclose the private affairs of the Company and/or its subsidiary or
subsidiaries, or any secrets of the Company and/or its subsidiary or
subsidiaries, to any person other than the Directors of the Company and/or its
subsidiary or subsidiaries or for the Company's purposes and shall not (either
during the continuance of its contract hereunder or at any time thereafter) use
for its own purposes or for any purpose other than those of the Company any
information it may acquire in relation to the business and affairs of the
Company and/or its subsidiary or subsidiaries, unless required by law.
Proprietary Information as that term is used herein shall consist of all
knowledge, data and information which the Consultant may acquire from the
documents and information disclosed to it by the Company, its employees,
attorneys, consultants, independent contractors, clients or representatives
whether orally, in written or electronic form or on electronic media including,
by way of example and not by limitation, any products, customer lists, supplier
lists, marketing techniques, technical processes, formulae, inventions or
discoveries (whether patentable or not), innovations, suggestions, ideas,
reports, data, patents, trade secrets and copyrights, made or developed by the
Company and related data and information related to the conduct of the business
of the Company. Proprietary Information shall also include discussions with
officers, directors, employees, independent contractors, attorneys, consultants,
clients, finance sources, customers or representatives and the fact that such
discussions are taking place. Proprietary Information shall not be directly or
indirectly disclosed to any other person without the prior written approval of
the Company. Proprietary Information shall not include matters of general public
knowledge, information legally received or obtained by the Consultant from a
third party or parties without a duty of confidentiality, and information
independently known or developed by the Consultant without the assistance of the
Company. 

12.     All contacts that the Consultant
discusses Company business with, will thereafter also be the property of the
Company and all contact information must be provided to the Company on an
ongoing basis. 

13.     The Consultant shall well and
faithfully serve the Company or any subsidiary as aforesaid during the
continuance of its contract hereunder and use its best efforts to promote the
interests of the Company. 

14.     This Agreement may be terminated
forthwith by the Company or Consultant without prior notice if at any time: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors;
or




	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 7 - 

	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 14(a), 14(b), 14(c), 14(d), or
14(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his termination. 

15.     In the event this Agreement is
terminated by reason of default on the part of the Consultant or the written
notice of the Company, then at the request of the Board of Directors of the
Company, the Consultant shall cause Consultant to forthwith resign any position
or office which he then holds with the Company or any subsidiary of the Company.
The provisions of Paragraph 11 shall survive the termination of this Agreement
for a period of 2 years thereafter. 

16.     In the event that Municipal
Approval for zoning and to build/operate the facility is NOT granted by July 8,
2014, as is currently expected, this Agreement is subject to a 15-day
renegotiation period during which time the likelihood of Municipal Approval can
be assessed, or cancellation by the Company if an approved location cannot be
secured.

17.     The services to be performed by the
Consultant pursuant hereto are personal in character, to be performed by Mr. Don
Shaxon, and neither this Agreement nor any rights or benefits arising thereunder
are assignable by the Consultant without the previous written consent of the
Company. 

18.     Any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

19.     Any notice in writing or permitted
to be given to the Consultant hereunder shall be sufficiently given if delivered
to the Consultant personally or mailed by registered mail, postage prepaid,
addressed to the Consultant as its last residential address known to the
Company. Provided any such notice is mailed via guaranteed overnight delivery,
as aforesaid shall be deemed to have been received by the Consultant on the
first business day following the date of mailing. Any notice in writing required
or permitted to be given to the Company hereunder shall be given by registered
mail, postage prepaid, addressed to the Company at the address shown on page 1
hereof. Any such notice mailed as aforesaid shall be deemed to have been
received by the Company on the first business day following the date of mailing
provided such mailing is sent via guaranteed overnight delivery. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder. 

20.     The provisions of this Agreement
shall enure to the benefit of and be binding upon the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or other entity
which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company. 

	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 8 - 

21.     Every provision of this Agreement
is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the provisions of this Agreement. 

22.     This Agreement is being delivered
and is intended to be managed from the Province of British Columbia and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of such Province. Similarly no provision within this
contract is deemed valid should it conflict with the current or future laws of
the United States of America or current or future regulations set forth by the
United States Securities and Exchange Commission, the British Columbia
Securities Commission, or the Ontario Securities Commission. This Agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom or which enforcement of any waiver, change, modification or
discharge is sought. 

23.     This Agreement and the obligations
of the Company herein are subject to all applicable laws and regulations in
force at the local, State, Province, and Federal levels in both Canada and the
United States. In the event that there is an employment dispute between the
Company and Consultant, Consultant agrees to allow it to be settled according to
applicable Canadian law in an applicable British Columbia jurisdiction. 

24.     Any and all potential or actual
common share award or stock option award will be in compliance with all
applicable regulations in the USA and Canada. 

25.     This contract will expire on June
16, 2015 unless renewed or extended by mutual written consent of both parties
prior to that date. 

     IN WITNESS WHEREOF this Agreement
has been executed as of the day, month and year first above written. 

	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  






- 9 - 

	SIGNED by: 	DATED: 
	  	  
	  	  
	________________________________	June 17, 2014 
	Chris Bunka, 	  
	CEO and Director, 	  
	Lexaria Corp 	  
	  	  
	  	  
	  	  
	  	  
	SIGNED by: 	  
	  	  
	  	DATED: 
	  	  
	_________________________________	_____________________________________
	Don Shaxon 	  
	Ontario Operations Manager 	  



    	950, 1130 West
      Pender Street | Vancouver, BC V6E 4A4 | Canada | 604.602.1675
  








 

Mr. Jeff Paikin 
400-69 John St. South 
Hamilton, ON L8N
2B9 
P - 905-777-0000 

June 17, 2014 

Dear Mr. Paikin, 

This letter confirms your appointment to, and your acceptance
of, your role as a member of Lexaria Corp.'s Advisory Board for a period of not
less than one year, but to be determined by certain performance thresholds as
noted below.

As an advisor to Lexaria Corp, you agree to make available to
the Board of Directors of Lexaria and to myself as President/CEO of Lexaria,
such of your time and expertise as required to assist us to evaluate
opportunities and procedures in the legal marijuana sector. We would expect your
expertise in the areas of project evaluation; building selection; finance and
such other areas as you feel best represent your abilities. 

In return for your agreeing to assist us in this manner, we
will pay to you the following schedule of compensation for your participation on
our Advisory Board, to a total of 1,650,000 restricted common shares. Any/all
shares issued must be in compliance with all Canadian and US regulations, and
you must remain a member of our Advisory Board at the time of each compensation
award. 

The table below represents milestones to be achieved at the
building location known to you and to Lexaria Corp, but not disclosed herein due
to reasons of competitiveness within the industry. It is understood that the
plant will be outfitted and designed to produce medical marijuana under Health
Canada’s MMPR program. 


	Shares 	Shares 	Shares on 	Shares 	Shares on 	Shares on 
	On Signing 	On Municipal 	Health 	On 	First Harvest 	$5,000,000 in 
	  	Approval 	Canada 	Health 	  	Plant 
	  	  	“Comfort 	Canada 	  	Revenue 
	  	  	Letter” 	Approval 	  	  
	110,000 	165,000 	330,000 	     330,000 	385,000 	330,000 
	(Paid) 	  	  	  	  	  







We very much appreciate your time and expertise and believe you
can make a valuable contribution to Lexaria's success.

If this is acceptable to you, please sign this letter as
specified below, and return to me via scan at bossbunka@gmail.com, at your
earliest convenience. 

Yours Truly, 

Chris Bunka 
CEO 
Lexaria Corp 

____________________
Accepted: Jeff Paikin 

 

 

 

Lexaria Corp.
156 Valleyview Road 
Kelowna BC V1X3M4

Phone 250.765.6424 
info@lexariaenergy.com