Consulting and Product Development Agreement

2.1

EHS and EHN shall bear all costs associated with the development, inventory, sales, and marketing of any product (“Products”) which EHS or EHN sells.

2.2

EHS: During any Services Term (defined below), ▇▇. ▇▇▇▇▇▇ shall provide the following ongoing services to EHS for the compensation set forth in Article 5:

(a)

Provide guidance and/or lead initiatives related to the development of pharmaceutical forms of the EHS cannabinoid portfolio including methods to enhance bioavailability or delivery of these compounds.

(b)

Provide guidance and/or lead initiatives related to the scientific or clinical validation of the pharmaceutical forms of the EHS cannabinoid portfolio.

(c)

Provide such other services related to the foregoing as EHS may reasonably request from time to time.

2.3

EHN: During any Services Term (defined below), ▇▇. ▇▇▇▇▇▇ shall provide the following ongoing services to EHN for the compensation set forth in Article 5:

(a)

Provide advice and general assistance in EHN’s business efforts primarily involving product development, but also including guidance on marketing, sales, and product education.

(b)

▇▇. ▇▇▇▇▇▇ will act as public and private advocate for EHN at appropriate opportunities, including mutually agreed upon EHN educational events, public relations opportunities, and marketing efforts.

(c)

Provide such other services related to the foregoing as EHN may reasonably request from time to time.

3.1

Licensing rights. EHS and EHN agree that they shall not use ▇▇. ▇▇▇▇▇▇’▇ name or likeness on its products or product marketing materials unless specifically approved by ▇▇. ▇▇▇▇▇▇ by written acknowledgement including emails and facsimile transmissions of his approval.

3.2

Exclusivity. ▇▇. ▇▇▇▇▇▇ shall not directly assist in the development of any product competitive to products developed by EHS or EHN.

3.3

Additional Services. Compensation for any other mutually agreed upon project that is outside the scope of this Agreement will be negotiated and mutually agreed upon by the parties.

5.1

Payment for Services. EHN will pay ▇▇. ▇▇▇▇▇▇ $8,333 per month at the end of each month during the first twelve months that this agreement is in effect.

5.2

Options. Upon execution of this Agreement and on each anniversary date of this Agreement for as long as this Agreement is active, EHS will grant ▇▇. ▇▇▇▇▇▇ options to purchase 25,000 shares of EHS common stock at their then fair market value (the “Options”). The Options will vest immediately on the date of grant.

5.4

Ownership in EHN. Upon execution of this agreement, EHN will issue to ▇▇. ▇▇▇▇▇▇ sufficient shares to represent a 5% equity ownership in EHN.

5.8.

EHS or EHN Benefits. ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ acknowledge and agree and it is the intent of the parties hereto that except as set forth in Section 5, neither ▇▇. ▇▇▇▇▇▇ nor any employees or contractors of ▇▇. ▇▇▇▇▇▇ receive any EHS-sponsored benefits, either as a consultant or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation.

6.1

Term. This Agreement shall become effective as of the Effective Date and shall remain in effect as follows.

(a)

▇▇. ▇▇▇▇▇▇’▇ obligations set out herein shall be performed from the Effective Date until December 31, 2018 (the initial “Services Term”). The Services Term of this Agreement shall be automatically renewed for successive two-year terms thereafter unless written notice is given by either party to the other, indicating that party's intention not to renew the Services Term of this Agreement, at least ninety (90) days prior to the end of the initial Services Term or any renewed Services Term.

(b)

Except as otherwise stated herein as pertaining only to a Services Term, this Agreement shall remain in effect for ten years, unless terminated in accordance with Sections 6.1 (a) or 6.2(b). For the avoidance of doubt, it is the intent of the parties that subject to the terms and conditions set forth herein, the royalty payments set out above shall continue in perpetuity for as long as the ▇▇. ▇▇▇▇▇▇ Products are being sold.

6.2

6.3

Effect of Termination.

(a)

If a Services Term is terminated or expires but this Agreement is not otherwise terminated in accordance with Section 6.2, all other rights and obligations shall remain in effect following the termination or expiration of the Services Term. These include without limitation Sections 2.1, 3.1, 3.2, 4.1, 5.2, 5.3, 7, 8 and 9.

(b)

If this Agreement is termination in accordance with Section 6.2 by ▇▇. ▇▇▇▇▇▇, all of the rights and obligations hereunder shall cease and be of no further force or effect, except that Sections 4, 5 (to the extent obligations have accrued prior to termination), 7, 8 and 9 shall survive.

(1)

Governing Law, Venue, Amendments and Merger: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona without regard to conflict of law principles, may not be amended except by a writing signed by both parties, and shall supersede any and all prior discussions and writings between the parties concerning the subject matter. The parties hereby unconditionally consent to the federal courts located in Arizona as the venue in any action arising out of or relating to this Agreement.

(2)

Waiver: No waiver by either party of a right on any one occasion shall constitute a waiver of such right on another occasion, and all such claimed waivers must be in writing signed by the party against whom the waiver is claimed.

(3)

Enforceability of Clauses: If any provision of this Agreement violates any law or is unenforceable for any other reason, it shall be severed from this Agreement without affecting the rest of the Agreement.

(4)

Consent Required: Neither party is the agent or franchisee of the other party, and neither party, under any circumstances, may bind the other party to any agreement or obligation to any third person without the written consent of the party being bound.

(5)

Warranty of Authority: Each party represents and warrants that it has the full right and authority to enter into this Agreement without violating the rights of any third party or violating any applicable law or court order.

(6)

Disputes: The parties shall first attempt to resolve any dispute related to this Agreement in an amicable manner by mediation conducted in Phoenix, Arizona. The mediation shall take place no more than sixty (60) days after written notice from the party requesting such mediation. Any disputes remaining unresolved after mediation shall be settled by binding arbitration conducted in Phoenix, Arizona under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Notwithstanding the foregoing, (i) the AAA shall not mediate or arbitrate the dispute, and the parties shall agree upon a mediator and arbitrator, if necessary, but if the parties cannot agree upon such mediator or arbitrator, Judicial Dispute Resolution of Phoenix, AZ shall select one of its mediators/arbitrators to serve pursuant to this Agreement, and (ii) either party may apply to any court of competent jurisdiction in Maricopa County, Arizona for such equitable, extraordinary or injunctive relief as may be necessary to enforce the respective rights of the parties under this Agreement. The prevailing party in arbitration or litigation shall be entitled to recover its costs and reasonable attorney’s fees and expenses, as determined by the arbitrator or judge, as applicable.

(7)

Entire Agreement: This Agreement contains the entire agreement of the parties.

(8)

Force Majeure: A party shall not be responsible for any failure to timely perform due to a “Force Majeure” event, which is an event that is beyond the reasonable control of a party and not reasonably foreseeable with the exercise of reasonable care, nor avoidable through the payment of nonmaterial additional sums (nor due the negligence, inattention, misconduct or inexperience of the affected party). In such event, the party affected shall give prompt written notice to the other party of the cause and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.

(9)

Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

(10)

Electronic Means: Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of providing a printed copy will be deemed to be execution and delivery of this Agreement as of the Effective Date. A confirming copy of the same shall be sent by mail to the above address

(11)

Assignment: ▇▇. ▇▇▇▇▇▇ has unique qualifications to provide the services contemplated herein, and shall not assign any of its or his rights or obligations to any other person or entity without EHS’s written consent, which may be withheld or granted in EHS’s discretion.

/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, N.D

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, N.D

By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇