Exhibit
10.4


 


ASSET
PURCHASE AGREEMENT


 


This
asset purchase agreement (“Agreement”) dated for reference
May 28, 2014, between Madison Explorations, Inc., a Nevada corporation (“MDEX”) with offices at 2825
E. Cottonwood Parkway, Suite 500, Salt Lake City, Utah 84121_and Brent Inzer an Individual located at 26895 Aliso Creek
Road Suite #B-160, Aliso Viejo, California 92656 (the “Vendor”) and collectively referred to as the “Parties.”


 


Whereas:


 


	A.	the
                                         Parties signed a Letter Agreement for the purchase and sale of the technology assets
                                         of the Vendor;
	 	 
	B.	MDEX
                                         wishes to purchase the Assets for a purchase price
                                         of US$50,000 payable with 5 million restricted common shares of MDEX at a deemed price
                                         of $0.01 per share. The 5 million restricted common shares will be due upon the closing
                                         of this Agreement, and issued within 20 business days of the signing of this Agreement.
                                         ;



 


for
valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree that:


 


INTERPRETATION


 


	1.	The definitions in the recitals are part of this Agreement.
	 	 
	2.	In this Agreement:
	 	 
		a.	“Assets”
                                         mean the assets used in the Vendor’s Cannastrips business, including all rights
                                         to the CannaStrips technology, the domain name www.cannastrips.com, intellectual property,
                                         equipment, formulas, recipes, technics and technology used in the Vendor’s business
                                         (collectively, the “Asset” or the “Assets”) and
                                         all documents and information related to the Asset, all of which are more particularly
                                         described in Schedule “A” attached to this Agreement.
	 	 	 
		b.	“Effective
                                         Date” means May 28, 2014.
	 	 	 
		c.	“Letter
                                         Agreement” means the letter agreement dated April 22, 2014 between MDEX and the
                                         Vendor for the purchase of the Assets.
	 	 	 
		d.	“Shares”
                                         means the 5 million restricted common shares of MDEX to be issued to the Vendor. The
                                         shares will be restricted from the date of the issuance per this Agreement and subject
                                         to SEC Rule 144, subsequently, MDEX will do everything in their power to assist the Vendor
                                         in removing the Restriction Legend from the shares, including but not limited to providing
                                         an legal opinion letter and including Vendor’s shares in any Company registration
                                         filings.



 


TERMS
AND CONDITIONS OF THE ACQUISITION


Acquisition
of Assets


 


	3.	The
                                         Vendor will transfer all of its interest in the Assets to MDEX at closing so that MDEX
                                         becomes the sole beneficial and legal owner of the Assets as of the Effective Date.



 


Payment
of Purchase Price


 


	4.	As
                                         consideration for the purchase and sale of the Assets, MDEX will pay the Vendor $50,000
                                         payable by the issuance of the Shares at a deemed price of $0.01 per share. As noted
                                         above, the shares will have a restriction pursuant to Securities Exchange Commission
                                         Rule 144. Shares issued to Vendor will be non-dilutive. Regardless of activities performed
                                         by MDEX, the number of shares and equity position received by Vendor will not change,
                                         without Vendor’s written permission



 




    	 



    	Asset Purchase Agreement	Page 2



    

 


Closing


 


	5.	At
                                         closing, the Vendor will deliver the following:



 


		a.	all
                                         the documents and information in Vendors possession relating to the Assets, including
                                         any documents required for the transfer of any Assets;



 


		b.	a
                                         copy of all documents required for the sale of the Assets, that have been prepared by
                                         MDEX and provided to the Vendor including but not limited to a bill of sale, URL transfer
                                         documents, intellectual property transfers or any other documents, registration or record
                                         filings required to complete the transfer of the Asset.



 


	6.	At
                                         closing, MDEX will deliver the following:



 


		a.	a
                                         copy of all documents required for the acquisition of the Assets, including a certified
                                         copy of the directors’ resolutions approving the payment of the purchase price
                                         for the Assets; and



 


		b.	the
                                         share certificate representing the Shares.



 


REPRESENTATIONS
AND WARRANTIES


 


MDEX


 


	7.	MDEX
                                         represents and warrants that:



 


		a.	it
                                         is a company formed and in good standing under the laws of Nevada; and
	 	 	 
		b.	it
                                         has the legal capacity and authority to make and perform this Agreement; and
	 	 	 
		c.	the
                                         signing of this Agreement and the performance of its terms have been duly authorized
                                         by all necessary corporate actions including the resolution of the board of directors
                                         of MDEX; and
	 	 	 
		d.	any
                                         shares issued pursuant to the terms of this Agreement will be subject to the trading
                                         restrictions set out in SEC regulation; and.
	 	 	 
		e.	The
                                         shares provided to the Vendor are free and clear of all security interests, liens, encumbrances,
                                         claims, charges, assessments and restrictions other than as set forth in the Agreement
                                         and restrictions on transfer under federal and state securities laws.



 


The Vendor


 


	8.	The
                                         Vendor represents and warrants that:
	 	 



		a.	the
                                         Vendor is an individual; and
	 	 	 
		b.	the
                                         Vendor has the legal capacity and authority to make and perform this Agreement; and
	 	 	 
		c.	the
                                         signing of this Agreement and the performance of the terms and conditions contained herein
                                         have been duly authorized and agreed upon the Vendor; and
	 	 	 
		d.	the
                                         Vendor owns the Assets free of any claim and is unaware of any potential claim by any
                                         person and has the authority to transfer the Assets as described in this Agreement; and
	 	 	 
		e.	no
                                         person other than MDEX has any right to acquire any interest in the Assets.



 




    	 



    	Asset Purchase Agreement	Page 3



    

 


 


COVENANTS
AND ACKNOWLEDGEMENTS


 


	9.	The
                                         Vendor will indemnify MDEX from any and all debts or liabilities arising out of or from
                                         the Assets prior to the date of this Agreement.



 


	10.	MDEX
                                         will indemnify Vendor from any and all debts or liabilities arising out of or from the
                                         Assets subsequent to the date of this Agreement.



 


	11.	The
                                         Vendor acknowledges and understands that each certificate evidencing any Shares issued
                                         to the Vendor under this Agreement and any other securities issued on any stock split,
                                         stock dividend, recapitalization, merger, consolidation, or similar event will be imprinted
                                         with legends substantially in the following form:



 


“The
securities represented by this instrument to which this agreement relates have not been registered under the Securities Act of
1933 (the “1933 Act”), or under any state securities laws (“Blue Sky Laws”), and may not be offered or
sold without registration under the 1933 Act, and as required by Blue Sky Laws in effect as to such transfer, unless an exemption
from such registration under state and federal law is available.”


 


	12.	The
                                         Vendor acknowledges that:



 


		a.	the
                                         Vendor has been advised by MDEX that the Vendor should consult its own legal adviser
                                         before disposing of all or any part of any Shares that may be issued to the Vendor pursuant
                                         to this Agreement to avoid breach of relevant securities laws, regulations and policies;
                                         and



 


		b.	the
                                         Vendor has been given an adequate opportunity to ask questions of, and receive answers
                                         from, the officers of MDEX concerning the acquisition of the Shares and to obtain such
                                         additional information as the Vendor deems necessary in order to evaluate an investment
                                         in MDEX and MDEX has provided all information requested by the Vendor; and



 


		c.	neither
                                         MDEX nor any director of MDEX has made any representation about the present or future
                                         value of the Shares or about whether MDEX will continue to be a reporting company or
                                         whether the Shares will continue to be quoted or listed for trading; and



 


		d.	the
                                         Vendor has been advised that the business of MDEX is in a start-up phase and acknowledges
                                         that there is no assurance that MDEX will raise sufficient funds to adequately capitalize
                                         the business of that the business will be profitable in the future.



 


TRANSFER
OF ASSETS


 


Assignment
in Trust


 


	13.	The
                                         Vendor acknowledges he shall transfer, assign and release over to MDEX all of the right,
                                         title, benefit and interest of the Vendor in the Assets, and that, with respect to those
                                         Assets of which the transfer of legal ownership has not yet been affected, the Vendor
                                         will hold such Asset or Assets in trust for MDEX and the benefits derived thereunder
                                         will upon the Parties executing this Agreement be the property of MDEX.



 


OTHER
PROVISIONS


 


	14.	The
                                         Vendor acknowledges that this Agreement was prepared for MDEX by its legal counsel and
                                         that it may contain terms and conditions onerous to the Vendor. The Vendor expressly
                                         acknowledges that MDEX has given the Vendor adequate time to review this Agreement and
                                         to seek and obtain independent legal advice, and the Vendor represents to MDEX that it
                                         has in fact sought and obtained independent legal advice and is satisfied with all the
                                         terms and conditions of this Agreement.



 


	15.	Time
                                         is of the essence of this Agreement.



 


	16.	This
                                         Agreement is governed by the laws of Nevada and must be litigated in the courts of Nevada.



 




    	 



    	Asset Purchase Agreement	Page 4



    

 


	17.	Any
                                         notice that must be given or delivered under this Agreement must be in writing and delivered
                                         by hand to the address or transmitted by fax to the fax number provided by the party
                                         and is deemed to have been received when it is delivered by hand or transmitted by fax
                                         unless the delivery or transmission is made after 4:00 p.m. or on a non-business day
                                         where it is received, in which case it is deemed to have been delivered or transmitted
                                         on the next business day. Any delivery other than a written notice or money must be made
                                         by hand at the receiving party’s address.
	 	 
	18.	The
                                         Vendor may not assign this Agreement or any part of it to another party.
	 	 
	19.	Any
                                         amendment of this Agreement must be in writing and signed by the parties.
	 	 
	20.	This
                                         Agreement endures to the benefit of and binds the parties and their respective successors,
                                         heirs and permitted assignees.
	 	 
	21.	No
                                         failure or delay of MDEX in exercising any right under this Agreement shall be deemed
                                         a waiver of any rights. MDEX’s rights under this Agreement are cumulative and do
                                         not preclude MDEX from relying on or enforcing any legal or equitable right or remedy.
	 	 
	22.	If
                                         any provision of this Agreement is illegal or unenforceable under any law, then it is
                                         severed and the remaining provisions remain legal and enforceable.
	 	 
	23.	This
                                         Agreement may be signed in counterparts and delivered to the parties by fax, and the
                                         counterparts together are deemed to be one original document.



 


The
parties’ signatures below are evidence of the Parties’
agreement to the terms and conditions of this Asset Purchase Agreement.


 


	Madison
    Explorations, Inc.	 	Brent
    Inzer an Individual.
	 	 	 
	/s/
    Joseph Gallo	 	/s/
    Brent Inzer
	Authorized
    signatory Joseph Gallo	 	Authorized
    signatory
	May
    28, 2014	 	May
    28, 2014


 




    	 



    	Asset Purchase Agreement	Page 5



    

  


Schedule
“A”


 


Schedule
“A” to the Asset Purchase Agreement


between
Madison Explorations, Inc. and Brent Inzer


Dated
for reference the 28 day of May, 2014


 


(number
of pages including this one: 1)


  


Assets


 


The following
is the description of the Assets.


 


		1.	The
                                         domain name “www.cannastrips.com”.



 


		2.	All
                                         notes, data, records, and materials in any format that relate to the domain name in Vendors
                                         possession.



 


		3.	The
                                         website www.cannastrips.com and its design and layout structure.



 


		4.	All
                                         the content previously prepared for the website.



 


		5.	The
                                         business plan for “cannastrips” prepared by the Vendor.



 


		6.	All
                                         technology rights to the cannastrips production technology/method.



 


		7.	All
                                         intellectual property, equipment, and technology used in and related to the business
                                         of the Vendor,



.


		8.	Other
                                         URLs



 


A)
www.cannastrip.net


B)
www.cannastrips.net


C)
www.medistrips.net


D)
www.medistrip.net


E)
www.thcherbstrips.com


F)
www.thcstrips.com


G)
www.thcstrips.info


H)
www.thcmedistrips.com


I)
www.thcstrips.org


J)
www.thcstrips.net


K)
www.thc-strips.com