Consulting Agreement by and between Fidare Consulting Group, LLC and the Company effective September 2, 2022

1.

Services to Be Provided, Scope of Agreement, and Relationship of the Parties

(a)

The Company hereby agrees to engage Consultant and to continue to provide the advice relating to the preparation and maintenance of corporate books and records; implementing and maintaining accounting controls; maintaining accounting books and records; maintaining and updating internal controls and procedures to ensure compliance with Sarbanes-Oxley/404 compliance; maintaining corporate governance controls and procedures; assisting with maintaining full reporting status; assisting with maintaining current listing status and researching potential exchange up-listing; assisting with corporate strategies; assisting with management and board member search; and overseeing and maintaining shareholder matters ( the “Consulting Services” or “Services”).

(b)

The Company acknowledges that Consultant has many other business interests and will devote as much time as in its discretion as necessary to perform its duties under this Agreement. In addition, the Company acknowledges that Consultant’s effort on behalf of its other interests is the sole and separate property of the Consultant.

(c)

The services rendered by Consultant to the Company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, agent, or legal representative of the Company for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company to its employees. No right or authority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the Company, except as may be set forth herein. In that regard, Consultant agrees that it shall act solely at the express direction of the Company’s Chief Executive Officer and shall coordinate all contacts with third parties, including without limitation potential sources of capital, through the Chief Executive Officer. The Company shall not withhold for Consultant and federal or state taxes from the amounts to be paid to Consultant hereunder, and Consultant agrees that it will pay all taxes due on such amounts.

(d)

Consultant shall provide the Company with such other advisory and consulting services as the Company may specifically request. Specific fees for each separate service rendered by Consultant shall be established at the time Consultant is requested to undertake each service.

2.

Compensation

3.

Expenses

4.

Term and Termination

5.

Confidential Information

(a)

“Confidential Information” as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:

(i)

Trade secret information about the Company and its operations, plans, strategies, sources of capital, acquisition targets and financial results.

(ii)

Information concerning the Company’s business as the Company has conducted it since the Company’s incorporation or as it may conduct it in the future; and

(iii)

Information concerning any of the Company’s past, current, or possible future products, including (without limitation) information about the Company’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.

(b)

Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).

(c)

Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose Confidential Information to any person not authorized by the Company to receive it.

(d)

If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.

(e)

Consultant hereby acknowledge, on behalf of its members, managers, affiliates, attorneys, advisors, agents and representatives (“Representatives”), that it is aware (and that its Representatives who are apprised of this atter have been advised) of Consultant’s responsibility under the U.S. federal securities laws with respect to purchasing or selling securities of a company about which Consultant (or its Representatives) have material nonpublic information and agree that Consultant and its Representatives will not use, nor cause any third party to use, any information in contravention of such securities laws or any rules o regulations promulgated thereunder.

6.

False or Misleading Information

7.

Miscellaneous

(a)

Successors and Assigns. This Agreement is binding on and ensures to the benefit of the Company, its successors and assigns, all of which are included in the term the “Company” as it is used in this Agreement and upon Consultant, its successors and assigns. Neither this Agreement nor any duty or right hereunder will be assignable or otherwise transferable by either party without the written consent of the other party, except that the Company shall assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of its assets or business.

(b)

Modification. This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.

(c)

Governing Law. The laws of Texas will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Texas court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.

(d)

Construction. Wherever possible, each provision of this Agreement will be interpreted wo that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.

(e)

Waivers. No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.

(f)

Captions. The headings in this Agreement are for convenience only and do not affect this Agreement’s interpretation.

(g)

Notices. All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the attention of the signatories to this Agreement at the address stated below. These addresses may be changed at any time by like notice.

(h)

Counterparts; Original.This Agreement may be executed in counterparts which, when taken together, will constitute one Agreement. Copies of this Agreement will be equally binding as originals and faxes or scanned, and emailed counterpart signatures will be sufficient to evidence execution.

(i)

Entire Agreement.This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.