Scope. The Executive acknowledges that his services are of special, unique, and extraordinary value to the Company, its Affiliates and the continued operation of the Business. The Executive agrees that, during the Non-compete Period, he will not, directly or indirectly, anywhere within a 60-mile radius of each of the Company’s then-existing offices so long as the Company continues to engage in the Business in such jurisdiction (the “Subject Area”), on his own account, or as an employee, consultant, agent, partner, joint venturer, owner, or officer of any other person or entity, or in any other capacity:

Scope. Notwithstanding any other provision of this Agreement, except Paragraph 14 hereof, the Corporation hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Corporation's Code of Regulations or Articles of Incorporation, or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of an Ohio corporation to indemnify a member of its board of directors or an officer, such change shall be deemed to be within the purview of the Indemnitee's rights and the Corporation's obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of an Ohio corporation to indemnify a member of its board of directors or an officer, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder.

Scope. The Company hereby agrees to Indemnify Indemnitee to the fullest extent permitted by applicable law, notwithstanding that such right to be Indemnified is not specifically authorized by this Deed or Otherwise. Indemnitee’s right to be so Indemnified shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. In the event of any change after the date of this Deed in any applicable law which expands the ability of the Company to Indemnify Indemnitee, it is the intent of the parties hereto that Indemnitee shall enjoy by this Deed the greater benefits afforded by such change. In the event of any change in any applicable law which narrows the right of the Company to Indemnify Indemnitee, to the extent not otherwise required by such law to be applied to this Deed, shall have no effect on this Deed or the parties’ rights and obligations under this Deed except as set forth in [Section 10(a)] hereof.

Scope. This Agreement sets forth the terms and conditions under which Supplier will supply Hemp Extracts to Buyer, in accordance with the specifications delivered by Buyer to Suppliers. Purchases under this Agreement shall be made with Purchase Orders (defined in [Section 3F] below) issued by Buyer to Supplier. Supplier shall be liable under this Agreement to produce the amounts set forth in all accepted Purchase Orders. All purchases made by Buyer through Purchase Orders shall be subject to this Agreement.

Scope. Each year the Committee will establish Award opportunities and performance targets for Participants for the determination of potential Awards hereunder. Following the close of a Performance Period, the Committee shall evaluate the Company’s actual performance against the performance targets to determine the actual bonus to be paid.

Scope. Except as specifically amended hereby, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect and none of the terms, conditions, representations, warranties, obligations, covenants or agreements contained in the Purchase Agreement, and none of the rights, remedies or obligations thereunder of the parties thereto, are amended, modified or waived in any respect by this Amendment. All references to the Purchase Agreement in any other document or instrument shall be deemed to mean the Purchase Agreement as amended by this Amendment.

Employee agrees that the covenants contained in this Agreement are reasonable in scope, area and duration and are necessary in furtherance of the legitimate interests of the Company in protecting its business. Employee represents and warrants that Employee has available to Employee sufficient other means of support and that observance of the covenants contained in this paragraph will not deprive Employee of the ability to earn a livelihood or to support Employee’s dependents. Employee acknowledges and agrees that the services rendered by Employee to the Company, and the information disclosed to Employee during and by virtue of Employee’s employment, are of a special, unique and extraordinary character. In the event of the breach of this Agreement, Employee acknowledges and agrees that irreparable injury will result to the Company and that injunctive relief to restrain the violation of this Agreement is appropriate in addition to any other remedies to which the Company may be entitled at law or in equity, all remedies being cumulative and not exclusive. In addition, Employee shall defend, indemnify and hold the Company and its directors, officers, shareholders, employees and agents, harmless from and against any claim, demand, proceeding, loss, liability, damage, cost or expense, including court costs and attorneys’ fees, arising in connection with or resulting from any breach of warranty, misrepresentation or nonfulfillment of any agreement on the part of Employee under this Agreement whether that claim, demand or proceeding is brought by the Employer, an Affiliate of Employer or a third party.

Scope of Work. During the term of this Agreement, Provider shall provide to Company the services (the “Services”), described in one or more Statements of Work (each, a “SOW”) that may be executed from time to time by Provider and Company. The terms and conditions of this Agreement shall apply to any and all SOWs executed by the Parties that reference this Agreement. An affiliate of Company may execute an SOW with Provider and, in such circumstances, all references in this Agreement to Company shall be deemed to be to the applicable affiliate of Company, which shall be entitled to enforce this Agreement with respect to such SOW in its own name and which shall be solely liable to Provider for any obligations and liabilities undertaken pursuant to such SOW.

Scope of Limitation. This Section 17 shall apply to an Award only if the independent auditors most recently selected by the Board or such other independent advisor or consultant selected by the Board or the Committee (the “Advisor”) determine that the after-tax value of such Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable to the Participant (including the excise tax under Section 4999 of the Code) would be greater after the application of this Section 17 than it was before application of this Section 17.

Scope of Work. The services to be performed by the Consultant under this Agreement (the “Going Public” strategy) shall consist of the following: # General consulting work, corporate business analysis, drafting of the Client's Asset Assignments, Agreements, PPM, Super 8-K, 10-Q, 10-K, 8-K, and Form S-1, additionally, to help answer SEC (Securities and Exchange Commission) comments that may arise from the SEC; coordinating auditor changes, corporate identity, implementing and collaborating with the Client to fulfill its goal to become a publicly-traded entity on OTC BB (Over-the-Counter Bulletin Board) # Introduction to legal counsel, Edgar/XBRL filing service, auditors, accountants, 15c211 sponsors, a market maker, DTC eligibility # Assist in coordination with management in presentations # Evaluation of various financing procedures # Participation on calls with management, general business reviews. (f) All of these third party groups named in line # are independent of the Consultant and all expenses incurred by these third party groups will be paid for by the Client. (g) Any additional work and expenses that are necessary to fulfill the Consultant's performance, such as fees, charges, and supporting issues will also be paid by the client. Additionally, the Client has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Client may not fully rely on Consultant for legal advice with respect to its "going public" strategy. All work performed is being performed on a "best efforts" basis and that no guarantees or warranties are given or expressed within this Agreement.