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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Non-Disclosure and Non-Circumvention Agreement (this Agreement) is entered

into as of SEPT 11, 2017, by and between David Cooper of RETAILERS CONSULTING
GROUP, LLC. Paul Bleiweis(the Provider) and Howard Tanyu (the Recipient).

1. Purpose. The Provider and the Recipient wish to discuss a possible transaction
(the Proposed Transaction) involving Recipient in one or more medical and legalized cannabis
cultivation, distribution, retail dispensary, and vape oils as well as all other areas of the cannabis
industry(s). In connection therewith, the Provider and Recipient will each disclose certain
Confidential Information (as defined below) to the other. The Provider and the Recipient each
agree to restrict its use and disclosure of such Confidential Information as provided herein. This
NDA is two way and shall not interfere with existing projects prior to conversations.

2. Definitions. As used in this Agreement, (a) person shall be broadly interpreted

to include, without limitation, any corporation, company, partnership, other entity or individual;
(b) Representative shall mean, as to any person, such persons affiliates and/or its subsidiaries
and its and their directors, officers, employees, agents, advisors (including, without limitation,
financial advisors, counsel and accountants) and controlling persons; (c) Confidential
Information shall mean, collectively, (i) all information furnished, before or after the date of
this Agreement, by or on behalf of the disclosing party or its Representatives to the receiving
party or its Representatives in connection with the Proposed Transaction including, without
limitation, the identity of parties providing financing (regardless of the manner in which it is
furnished, including, without limitation, in electronic format, and regardless of whether in the
form originally furnished by or on behalf of the disclosing party or incorporated or reflected in
any document or record prepared by or on behalf of the disclosing party or the receiving party or
their respective Representatives) and (ii) information about the existence, status or terms of this
Agreement or any other negotiation, engagement or agreement relating to the Proposed
Transaction. Notwithstanding the foregoing, however, Confidential Information shall not
include information that (a) is or becomes publicly available other than as a result of a disclosure
by the receiving party or its Representatives in violation of this Agreement, (b) was made or
becomes available to the receiving party on a non-confidential basis from a person (other than
the disclosing party or any of its Representatives) who is not known by the receiving party to be
bound by a confidentiality agreement with the disclosing party or otherwise prohibited from
transmitting the information to the receiving party, or (c) was or is independently developed by
the receiving party without use of Confidential Information furnished by or on behalf of the
disclosing party.

3. Non-Disclosure of Confidential Information. The receiving party agrees not to

use any Confidential Information for any purpose other than its evaluation of the Proposed
Transaction and agrees not to disclose any Confidential Information to any person (including its
own officers, directors and employees), except as follows:

(i) The receiving party may disclose Confidential Information to those of its
Representatives who need to know such Confidential Information for the purpose of
(A) evaluating the Proposed Transaction or (B) performing administrative, supervisory,
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 control, compliance or similar functions for the receiving party. The receiving party
agrees to cause its Representatives to whom it discloses Confidential Information to
comply with the provisions hereof as if they were named as a party hereto in lieu of the
receiving party.

(ii) The receiving party may disclose Confidential Information to the extent
necessary or desirable to establish, enforce or assert any claims or defenses in connection
with any legal proceeding by or against it.

(iii) The receiving party may disclose Confidential Information to auditors,

reviewers or examiners in the course of any audit, review or examination of the receiving
party or any of its affiliates, provided that such auditors, reviewers or examiners are
required by law, regulation or policy to keep such information confidential.

(iv) The receiving party may disclose to any person the tax treatment and tax
structure of the Proposed Transaction and any transaction related thereto and all materials
of any kind (including opinions or other tax analyses) relating to such tax treatment and
tax structure, provided that such permitted disclosure shall not include the identity of the
parties, pricing terms or any other information not necessary to an understanding of such
tax treatment and tax structure.

(v) The receiving party may disclose Confidential Information to the extent
otherwise required by law, regulation, legal process or requested by any governmental or
regulatory authority. Except in connection with a disclosure requested by a governmental
or regulatory authority that is permitted under clause (iii) or (iv) above, to the extent
reasonably practical and not prohibited by law, regulation, legal process or governmental
or regulatory request, the Recipient agrees to (A) promptly notify the disclosing party of
such required or requested disclosure and (B) at the disclosing partys expense, cooperate
with the disclosing party to take such commercially reasonable steps as the disclosing
party may request to resist such disclosure, narrow the scope of the information to be
disclosed or restrict the persons to whom the information will be available upon
disclosure.

(vi) The receiving party may disclose Confidential Information to the extent
necessary for the purpose of soliciting prospective financiers and/or business partners
(Qualified Third Parties) in connection with the financing of and/or participation in the
Proposed Transaction, provided that such Qualified Third Parties are furnished with and
execute a confidentiality and non-disclosure agreement, including, where applicable,
non-circumvention provisions, that is, in form and substance, substantially similar to this
agreement.

4. Return of Documents. If, at any time prior to a binding agreement being

reached to consummate the Proposed Transaction, the disclosing party, in its sole discretion, so
requests, the receiving party will, promptly upon such request, (i) either deliver to the disclosing
party or destroy (at the disclosing partys election) all documents and records in the receiving
partys possession or control containing Confidential Information, which documents and records
were furnished to the receiving party by or on behalf of the disclosing party in the form of paper,
computer tapes or other tangible media, and (ii) destroy all other documents and records in the
receiving partys possession or control containing or reflecting Confidential Information
(whether such documents and records were furnished to the receiving party by or on behalf of the
disclosing party or were prepared by the receiving party or its Representatives). Notwithstanding
the foregoing, the receiving party shall be entitled to retain (i) any documents or records
containing or reflecting Confidential Information to the extent required by law or regulation or
its document retention policies and (ii) any documents or records containing or reflecting
Confidential Information that would be unreasonably burdensome to destroy (such as archived
computer records).

5. Non-Circumvention. The parties hereto acknowledge and agree that neither

party nor their respective affiliates shall, for a period of three (3) years following the date hereof,
enter into any transaction with any of the other party's existing or prospective investors,
financing sources and partners in connection with a Proposed Transaction, where such parties
names and contact information have been disclosed to the other party in connection the Proposed
Transaction, other than the Proposed Transaction between the Provider and Recipient or other
similar transaction to which the Provider and Recipient are parties. The parties hereto shall not
circumvent or evade any of their respective obligations under this Agreement, nor induce or
conspire with any third party, including, but not limited to, any of its Representatives, to
circumvent or evade any of its obligations to the other party hereunder.

6. No Representations and Warranties. The parties hereto acknowledge that

neither the other party nor any of its Representatives makes any express or implied
representation or warranty as to the accuracy or completeness of any Confidential Information,
and each of the parties hereto agree that no party hereto nor any of its Representatives shall have
any liability to the other or any of its Representatives relating to or arising from its or their use of
any Confidential Information or for any errors therein or omissions therefrom, except to the
extent that such Confidential Information may be the subject of representations and warranties
contained in any subsequent agreement relating to the Proposed Transaction. The parties hereto
acknowledge and agree that this Agreement does not create any obligation on either party hereto
with respect to working together on the Proposed Transaction.

7. Exercise of Rights; Relief; Term. No failure or delay by a party hereto in

exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder. Without prejudice to the rights and remedies otherwise
available to such party, the parties hereto shall be entitled to seek equitable relief by way of
injunction if the other party or any of its Representatives breach or threaten to breach any of the
provisions of this Agreement. Each party hereto waives any right it may have to a jury trial in
any legal proceeding related to, or arising out of, this Agreement. The obligations of the parties
under this Agreement shall terminate upon the earlier to occur of, (i) the execution and delivery
of a binding agreement between the parties hereto to consummate the Proposed Transaction or
(ii) with respect to any Confidential information, three (3) years from the date first written above.
 8. General. This Agreement contains the entire agreement between the parties
hereto concerning the use and disclosure of Confidential Information. No modification of this
Agreement or waiver of the terms and conditions hereof shall be binding unless approved in
writing by each of the parties hereto. This Agreement shall be binding upon and inure solely to
the benefit of each party hereto and nothing herein, express or implied, is intended to or shall
confer upon any other person any right, benefit or remedy of any nature whatsoever. Any
assignment of this Agreement by either party without the prior written consent of the other party
shall be void. This Agreement may be executed by electronic delivery or facsimile and in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument. This Agreement shall be governed by and construed in accordance
with the laws of the State of TN applicable to contracts executed in and to be performed in that
state.

The parties hereto have executed this Non-Disclosure and Non-Circumvention

Agreement as of the date first set forth above.

DAVID S. COOPER, individually and on behalf of,

RETAILERS CONSULTING GROUP,LLC

Accepted and agreed as of the date

first written above:

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