Madison
explorations inc.


2825
E. Cottonwood Parkway, Suite 500


Salt
Lake City, Utah


84121


 


April
17, 2014


 


Brent
Inzer


TBD


 


Attention:
Brent Inzer


 


Dear
Mr. Inzer:


 


Re:
Brent Inzer (“The Vendor”) – Asset Purchase


 


This
letter will confirm our numerous discussions concerning the proposed purchase of the technology known as ‘CannaStrips’
( the Technology), including all intellectual property, equipment, and technology used in and related to the Technology, and including
any related technology or related applications to be developed (collectively, the “Asset” or the “Assets”).


 


This
Letter Agreement sets forth the terms and conditions of the proposed purchase, which, when accepted by Brent Inzer, will form
a binding agreement between us, such agreement to be embodied in due course in a more formal agreement (the “Formal Agreement”).


 


Background


 


For
the purposes of our proposed acquisition, we have each relied upon the following information:


 


	(a)	Brent
    Inzer. duly authorized to negotiate the sale of the assets;
	 	 
	(b)	Madison
    Explorations inc. is a Nevada company duly organized and validly subsisting and is a SEC reporting company in good standing;
	 	 
	(c)	Brent
    Inzer, is the sole owner of the Assets;
	 	 
	(d)	Brent
    Inzer is, at the time of entering into this agreement, the recorded holder and beneficial owner of the Assets, free and clear
    of all liens, encumbrances, assignments, mortgages, actions, and charges of any kind held by any person or persons, corporations,
    or government bodies against the Assets, and no taxes or payments are due in respect of any thereof; and
	 	 
	(e)	there
    are no options, rights or other agreements to purchase the Assets, and Brent Inzer. has not granted anyone else the right
    to purchase all or some of the Assets.


 






    	 



    	- 2 -



    




 


Proposed
Acquisition


 


Based
on the foregoing information, we agree as follows:


 


	1.	We
    will purchase from Brent Inzer all of the Assets. Included in the Assets at the time of purchase will be all copyrights, trademarks,
    patents, designs, know-how, trade secrets, equipment, and contracts that embody in whole or in part the Assets.
	 	 
	2.	The
    aggregate purchase price of the Assets will be up to a maximum of US$50,000 payable in 5 million restricted common shares
    of Madison explorations inc. at a deemed price of $0.01 per share. The 5 million restricted common shares will be issued within
    30 business days of the signing of the Formal Agreement.
	 	 
	3.	It
    is understood that contained in the Formal Agreement will be the normal and usual covenants and warranties for a transaction
    of this nature, including among other things, but without limitation, the ownership of the Assets and the right of Brent Inzer
    to sell the Assets. The Formal Agreement will also disclose and contain warranties concerning, without limitation, the nature
    of ownership of and good title to the Assets; the holdings of permits, licences, consents and authorities necessary for the
    use of the Assets; all contracts and other obligations dealing with the Assets; and all outstanding guarantees and performance
    bonds attached to the Assets.
	 	 
	4.	The
    Formal Agreement will also contain customary conditions precedent to closing, including, without limitation, the following:


 


	 	a.	We
    will conduct our due diligence on the Assets and evaluate the Assets and obtain satisfactory results from our due diligence
    and evaluation.
	 	 	 
	 	b.	We will complete
    the due diligence and evaluation within 30 calendar days of the date this Letter Agreement is accepted by Brent..
	 	 	 
	 	c.	Brent Inzer will
    obtain any required consents for the transfer of title of the Assets.
	 	 	 
	 	d.	 Madison Explorations
    Inc. will offer a seat on it board of directors to Brent Inzer.


 


	 	The
    Formal Agreement will provide that if these conditions are not fulfilled or waived prior to closing, the obligations of the
    parties thereunder will be null and void unless the fulfillment of any such condition was not reasonably capable of being performed.
	 	 
	5.	Pending
    the closing of the transaction, we and our representatives will have, at reasonable times and with minimal disruption, access
    to Brent. and to its books and records, financial and operating data, material contracts and other information with respect
    to the business as we will reasonably request.
	 	 
	6.	All
    information will be kept confidential and will be divulged by the parties only to their respective principals and professional
    advisors.
	 	 
	7.	Prior
    to execution of the Formal Agreement and so long as negotiations on this proposal continue and are being pursued in good faith,
    Brent. agrees neither to solicit expressions of interest nor offers from any other parties concerning the sale of the Assets
    nor to negotiate same or to take any steps in furtherance thereof.


 






    	 



    	- 3 -



    


 


Miscellaneous


 


	8.	Each
    of the parties hereby will pay their own costs, expenses and fees (including, without limitation, legal counsel) incurred
    in connection with the preparation, execution and the consummation of this Letter Agreement and the Formal Agreement.
	 	 
	9.	This
    Letter Agreement and the Formal Agreement will be interpreted in accordance with the laws of the State of Nevada and will
    ensure to the benefit of and be binding upon us and Brent. and our respective heirs, successors and permitted assigns.
	 	 
	10.	All
    parties agree to sign such further and other deeds and documents, including without limitation, the Formal Agreement and to
    give such further and other assurances as may be necessary to fully implement this Letter Agreement.
	 	 
	11.	If
    the foregoing accurately sets forth your understanding of our agreement, please sign this Letter Agreement where indicated
    below which will then form a binding agreement among us, subject only to the terms and conditions aforesaid. We will then
    immediately begin our due diligence and preparation of the Formal Agreement.


 


Yours
truly,


 


	Madison
    explorations inc.	 	 
	 	 	 
	Per:	 	c/s
	 	 	 
	/s/
    Joseph     Gallo	 	 
	Joseph
Gallo - President	 	 
	 	 	 
	ACCEPTED
    AND AGREED TO THIS 17 DAY OF APRIL 2014:
	 	 	 
	Brent
    Inzer. 	 	 
	 	 	 
	Per:	 	 
	 	 	 
	/s/
    Brent Inzer	 	 
	Brent
Inzer - Vendor