AGREEMENT


 


 This is a
Agreement (the “Agreement”) by and between 3D Total Solutions Inc. (the “Company”), a Delaware corporation,
and Dr. Thomas Barbaro (the “Advisor”) dated as of May 19, 2014.


 


WITNESSETH THAT


 


WHEREAS, Advisor
is a licensed Orthopedist in the State of New York has extensive experience in the field of orthodics; and


 


WHEREAS, the
Company would like to retain the Advisor to consult on the application of 3D printing technology in the field of orthodics;


 


THEREFORE,
in consideration of the covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


1. Term.
Effective the date hereof, the Advisor shall become an advisor to the Company for a period of two years (subject to the terms
of this Agreement).


 


2.Services.
The Advisor shall serve as an advisor to the Company on the field of orthodics and 3D plastics applications. The Advisor agrees
to dedicate of a minimum of ------ hours per month on the business and affairs of the Company.


 


3.Compensation.
 In exchange for the services rendered by the Advisor hereunder, during the Term of this Agreement, provided it has not been
terminated, the Company shall issue to the Advisor an aggregate of 25,000 shares of its common stock, with standard restrictive
legend, on each six month anniversary of the date hereof (an aggregate of 100,000 shares, the “Shares”).


 


BE ADVISED THAT THE COMPANY MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE TAX IMPLICATIONS FOR THE ADVISOR OF THE HERINBEFORE DESCRIBED METHOD OF EQUITY DISTRIBUTION
AND THAT ADVISOR SHALL BE SOLELY RESPONSIBLE FOR CONSULTING WITH A COMPETENT TAX PROFESSIONAL CONCERNING THE FOREGOING.


 


4.Allocation
Of Time And Energies. The Advisor hereby promises to perform and discharge faithfully the responsibilities which may be assigned
to the Advisor from time to time by the officers and duly authorized representatives of the Company in connection with the conduct
of its activities hereunder. Advisor shall diligently and thoroughly provide the consulting services required hereunder. Although
no specific hours-per-day requirement will be required, Advisor and the Company agree that Advisor will perform the duties set
forth herein above in a diligent and professional manner. It is explicitly understood that Advisor's performance of its duties
hereunder will in no way be measured by the price of the Company's common stock, nor the trading volume of the Company's common
stock.


 


5.Representations.
The Advisor represents and warrants:


 


(i)That
by entering into and performing services pursuant to this Agreement he shall not be in breach of any other agreement with any third
party(ies), whether it be oral or written.


 


(ii)He
has not engaged in, and will not, during the term hereof, engage in conduct that could adversely impact upon the reputation of
the Company or otherwise materially interfere with the Company's ability to operate in the extruder and plastics industry.


 






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(iii) He
understands and acknowledges that he shall be considered an independent contractor, and not an employee, of the Company, and shall
be responsible for all manner of insurance, including workers compensation and disability, and the payment of personal taxes, if
any.


 


(iv)all
work product of Advisor created pursuant to his relationship with the Company shall be considered the property of the Company in
accordance with the clauses of this Agreement.


 


(v) He
is a sophisticated investor with full knowledge of the operations of the Company. Advisor is acquiring the shares of Common Stock
for the Advisor’s own account for long-term investment and not with a view toward resale or distribution thereof except in
accordance with applicable securities laws. Advisor’s investment in restricted securities is reasonable in relation to the
Advisor’s net worth. Advisor has had experience in investments in restricted and publicly traded securities, and Advisor
has had experience in investments in speculative securities and other investments which involve the risk of loss of investment.
Advisor acknowledges that an investment in the shares of common stock of the Company and Warrants is speculative and involves the
risk of loss. Advisor has the requisite knowledge to assess the relative merits and risks of this investment without the necessity
of relying upon other advisors, and Advisor can afford the risk of loss of his entire investment in the shares of Company common
stock and Warrants.


 


6.Confidential
Information. Except as permitted or directed by the Company’s Board of Directors in writing, or as required by operation
of law, during the term hereof (including any extension thereof), the Advisor shall be prohibited from divulging, furnishing or
making accessible to anyone or use in any way (other than in the ordinary course of business of the Company) any Confidential Information. 
“Confidential Information” shall include the terms and conditions of this Agreement, as well as any information of
the Company or any affiliate, customer, subsidiary, supplier or other business associate of the Company or any affiliate, including,
but not limited to, any trade secrets or other private matters, that the Advisor has acquired or become acquainted with or will
acquire or become acquainted during the term hereof, whether developed by the Advisor or by others,  and which is not
known or generally available to the general public or of a type which the Company has customarily not made available to the general
public, including but not limited to any trade secrets, confidential or secret designs, processes, formulae, plans, devices or
material (whether or not patented or patentable) directly or indirectly useful or potentially useful to the Company, any customer
or supplier lists of the Company, any confidential or secret development or research work of the Company, or any other confidential
or secret aspects of the business of the Company.   Both during and after the term hereof, the Advisor shall refrain
from any acts or omissions that would reduce the value of such knowledge or information to the Company.  The foregoing
obligations of confidentiality, however, shall not apply to any knowledge or information that is published and publicly available,
or which subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as a direct
or indirect result of the breach of this Agreement by the Advisor.


 


7.Termination.
Either party may terminate this Agreement upon 30 days written notice by either party. Upon termination all rights to compensation
shall cease.


 


8.Amendments.
This Agreement may only be modified or amended in writing duly executed by the parties.


 


9.Entire Agreement.


 


(i)This
Agreement represents the entire agreement entered into by the parties and supersedes any and all other prior agreements, whether
oral or in writing, between them governing the subject matter covered herein.


 






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(ii) EACH
PARTY HERETO REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT IT (a) HAS HAD FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH COMPETENT
COUNSEL WITH RESPECT TO ALL TERMS AND CONDITONS OF THIS DEVELOPMENT AGREEMENT AND (b) ENTERS INTO THIS AGREEMENT ONLY AFTER CONSULTING
WITH SUCH COMPETENT COUNSEL AND HAS NOT RELIED ON ANY STATEMENTS AND/OR REPRESENTATIONS OF THE OTHER PARTY EXCEPT IF, AND ONLY
TO THE EXTENT, AS EXPRESSLY SET FORTH IN THIS DEVELOPMENT AGREEMENT.


 


(iii) The
Advisor shall be prohibited from assigning or subcontracting to any third party(ies) its responsibilities under the terms of this
Agreement without the prior written consent of the Company (which consent may be granted or withheld in the Company’s sole
discretion).


 


(iv) No waiver
of any of the provisions of this Agreement shall be deemed to constitute a waiver of any of the other provisions hereof whether
or not similar; nor shall such waiver constitute a continuing waiver.


 


(v) Whenever
possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under the applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the
validity, legality and enforceability of the other provisions of this Agreement will not be affected or impaired thereby and shall
be considered severable and enforceable according to their terms, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.  In furtherance, and not in limitation
of the foregoing, should the duration or geographical extent of, or business activities covered by, any provision of this Agreement
be in excess of that which is valid and enforceable under applicable law, then such provision shall be construed to cover only
that duration, extent of activities which may validly and enforceably be covered.


 


(vi) The WHEREAS clauses set forth
at the beginning of this Agreement are deemed to be, and hereby are, incorporated into and made a part of this Agreement.


 


(vii) This
Agreement may be signed in counterparts, which altogether shall be considered the complete agreement.


 


(viii) This
Agreement shall come into force upon the exchange of faxed or emailed signatures.


 


	
        ADVISOR

         

         

        _____________________________

        Dr. Thomas Barbaro

         
	
        3D TOTAL SOLUTIONS INC.

         

         

        By:____________________________

        James Endee

        Chief Executive Officer



 






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