BROKER AGREEMENT

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State of Colorado

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BACKGROUND:

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This Broker Agreement (hereinafter the "Agreement") is made on October 22nd, 2019 (the
"Effective Date"), by and between the following Seller of the following address:

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and the following Broker of the following address:

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The individuals may be known together collectively as "Parties." All references to the Broker and
Seller in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and
subsidiaries.

WHEREAS, Seller desires to sell certain goods;

WHEREAS, Broker has contacts within the following industry: Hemp, and desires to act as an
intermediary finder of buyers for Seller's goods;

NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants
contained herein, the Parties agree as follows:

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I) LEGAL COMPLIANCE

1. Broker certifies that no certification or licensure is required by the following industry:

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II) SERVICES PROVIDED

2. Broker shall use commercially reasonable efforts and adequate business time and
attention to identify interested buyers of Seller wishes to make sales to and introduce the
interested buyers of such to Seller.

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 3. Broker shall use commercially reasonable efforts and adequate business time and
attention to find interested buyers of the following goods:

Hemp Biomass

4. All interested buyers of goods shall be identified in writing by Broker to Seller ("Identified
Business") before they shall be deemed covered by this Agreement.

5. This Agreement shall not apply to and Broker shall not be entitled to a collect a Fee
(defined below) for:

(a) interested buyers of goods to which Seller has previously been introduced to by
another party at any time during the Term or the 12- month period prior to the
Effective Date, or

(b) interested buyers of goods Broker otherwise represents, either directly or indirectly
("Excluded Businesses").

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III) TERM AND TERMINATION

6. The term of this Agreement shall commence on the Effective Date and shall continue in
full force and effect as described by this Agreement.

7. This Agreement may be terminated by either Party by providing 30 days' written notice to
the other Party.

8. This Agreement shall automatically terminate upon the occurrence of the following event
or milestone:

The finalization of the purchase order between buyer and seller.

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IV) EXCLUSIVITY

9. For the term of this Agreement, Broker shall have the non-exclusive right to introduce
prospective buyers to the Seller who are not already known to the Seller.

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V) FEES AND PAYMENT

10. This Agreement contemplates the Broker only making an introduction.

11. Though the Broker will not be involved with the transaction details outside of making
the initial introduction, the following must take place in order for the Broker to be paid for
an introduction. If these conditions are not met, the Broker will not receive payment for
making the introduction.

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 A transaction is successful upon complete payment of goods from the buyer to the
seller.

12. The Broker's fee shall be calculated in the following manner:

13. Upon determination of broker fees due, the Broker shall issue an invoice to the Seller
and payment shall be due within thirty (30) days from the date of the invoice.

14. Acceptable forms of payment include the following:

Cash, check, money order, bank or wire transfer, Paypal, and Venmo.

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VI) NON-CIRCUMVENTION

15. During the term of this Agreement, Seller will not attempt to do business with, or
otherwise solicit any buyers found or otherwise referred by Broker, to Seller for the purpose
of circumventing, the result of which shall be to prevent the Broker from realizing or
recognizing a commission or Broker's fee.

16. If such circumvention shall occur, the Broker shall be entitled to any commissions due
pursuant to this Agreement or Broker's fee relating to such transaction.

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VII) CONFIDENTIALITY

17. The term "Confidential Information" shall include any proprietary information, in
whatever form, that:

(a) is provided by Seller to Broker, including information regarding Seller's businesses,

(b) concerns any agreements that Broker may aid Seller in entering into; or

(c) consists of analysis and/or any other internal non-redacted memoranda, or other
documents prepared by the Broker derived from, or including material portions of, the
Confidential Information.

18. Confidential Information shall not include any information that:

(a) is already known to the Broker at the time of its disclosure;

(b) is or becomes publicly known through no wrongful act of the Broker;

(c) is communicated to a third party with the express written consent of Seller; or

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 (d) is lawfully required to be disclosed, provided that before making such disclosure,
the Broker shall immediately give the Seller written notice and cooperate in the Seller's
actions to assure confidential handling of such information.

19. The Broker shall safeguard and keep confidential the Confidential Information and shall
not disclose any Confidential Information to any other person or entity.

20. The Broker shall not use the Confidential Information for any purpose other than those
related to the services they provide to the Seller.

21. All such Confidential Information and any copies obtained thereof shall be returned to
the Seller promptly upon its written request and shall not be retained in any form by Broker.

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VIII) ENTIRE AGREEMENT

22. This Agreement contains the entire Agreement of the parties regarding the subject
matter of this Agreement, and there are no other promises or conditions in any other
Agreement, whether oral or written.

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IX) SEVERABILITY

23. The parties have attempted to limit the non-circumvention provision so that it applies
only to the extent necessary to protect legitimate business and property interests.

24. If any provision of this Agreement shall be held to be valid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable.

25. If a court finds that any provision of this Agreement is invalid or unenforceable, but that
by limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.

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X) AMENDMENT

26. This Agreement may be modified or amended if and only if the amendment is made in
writing and signed by both Parties.

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XI) WAIVER OF CONTRACTUAL RIGHTS

27. The failure of either Party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that Party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.

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XII) APPLICABLE LAW

28. This Agreement shall be governed by the laws of the State of Colorado.

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IN WITNESS WHEREOF, the Parties execute the Agreement as follows:

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Signature of ____________________________________, Broker

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Date

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Signature of

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Date