Consulting Agreement with Docherty Management Limited

CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 26^th day of March, 2015.

BETWEEN:

Lexaria Corp., a body corporate duly incorporated under the laws of the State of Nevada, and having an Office at ###-###-#### W Pender St, Vancouver BC, V6E 4A4, and its wholly owned subsidiary Lexaria CanPharm Corp, a body corporate duly incorporated under the laws of Canada and having an office at ###-###-#### W Pender St, Vancouver BC, V6E 4A4

(hereinafter together or separately called the "Company")

AND:

Docherty Management Limited, a body corporate duly incorporated under the laws of the Province of Ontario, and having an office at 23 Mikelen Drive, Port Perry ON, L9L 1V1, Canada

(hereinafter called the "the Consultant," or, “Consultant”)

WHEREAS:

A.                             Consultant agrees to serve as PRESIDENT of Lexaria Corp., and any subsidiaries required, and to provide services as described below, effective April 15, 2015;

B.                              The Company is desirous of retaining the consulting services of Consultant on a twenty-four month contract basis with the option to renew the contract for an additional twenty-four months at the end of the initial term. The Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;

C.                              Consultant declares he is fully capable of performing the tasks and roles noted within this agreement and that he has no prior commitments or conflicts of interest that would in any way prevent him from fulfilling his duties.

- 2 -

                                  FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

1.             Services. The Consultant shall serve as President of Lexaria Corp. and provide services to the CEO and in his absence or as appropriate, to the CFO of the Company, and perform such tasks in general, including but not limited to, the following:

- 3 -

2.             Time and Non-Compete. By virtue of this Agreement, the Company is expecting, and Consultant is accepting, the responsibility of working an irregular schedule and quantity of time on behalf of the Company. The position of President is one that demands an irregular but demanding commitment. Some weeks Consultant may be required to work more than 50 hours and some weeks Consultant may be required to work fewer than 40 hours in order to fulfill the terms of this Agreement. During the time that this Agreement remains in effect, the Consultant shall not act in any capacity whatsoever, directly or indirectly for or for the betterment of any other non-joint-ventured company, partnership, or project that competes within North America within the sectors of medical marijuana, hemp oil, Cannabidiol-containing food or beverage products without the Company’s prior written consent.

- 4 -

If so requested by the Consultant and through calculation with and the Consultant’s approval at the time of any and each award, all restricted common share awards mentioned in this Agreement shall be subject to a reduction in the number of restricted common shares issued to the Consultant per grant to be paid instead as cash proportional to the tax liability to be incurred by the Consultant at the time of the award. The Company would withhold from payment to the Consultant that fraction of restricted common shares in each of the paragraphs in Section 3, above, that would correspond with the federal and provincial income tax payments otherwise payable by the Consultant specifically with respect to each award only, and the Consultant agrees that such a hybrid payment of cash and restricted common shares would fulfill the obligations of the Company with respect to each affected award. The intent of this partial cash payment would be to provide cash compensation to the Consultant in the proportionate amount of each restricted common share award and it is expressly agreed that it remains the sole responsibility of the Consultant to remit all amounts due to Provincial and Federal tax authorities. This provision does not conflict with nor negate the validity of Section 4, below.

4.             Taxes, etc. The Consultant shall be responsible for the payment of its income, capital gains and all other taxes and other remittances including but not limited to any form of insurance as shall be required by any governmental entity (including but not limited to health insurance and federal and state or provincial income taxes), though not including Director’s and Officer’s insurance which is paid for and provided by the Company, with respect to compensation paid by the Company to the Consultant, and nothing in this Agreement implies or creates a relationship of employment. The Consultant agrees to indemnify the Company for any tax, insurance or other remittance the Consultant fails to make and which the Company may be obligated to pay.

- 5 -

5.             The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.

6.             Expenses. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder, not including commuting to the office that is the normal place of business. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis. The Consultant is pre-authorized to incur up to $2,500 per month, cumulatively, in relevant expenses. Amounts over $2,500 per month must be pre-approved by management of the Company or will be disallowed. Both parties recognize that as the financial condition of the Company improves or deteriorates, this amount may be increased or decreased without making changes to this document, provided the Company makes Consultant aware of the changed amount.

7.             The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets or intellectual property of the Company (together or separately, “Proprietary Information”) and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries, unless required by law.

8.             Proprietary Information as that term is used herein shall consist of the following:

- 6 -

9.             The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company. At all times the Consultant will maintain a high degree of professionalism and integrity as would be expected in keeping with his senior executive role as President. The Consultant reserves the right to refuse any request from the Company which may, in his reasonable opinion, violate either Federal or State Laws in either the United States or Canada.

10.           This Agreement may be terminated forthwith by the Company or Consultant without notice if either party breaches the Agreement. A breach may include, but is not limited to, the following:

This Agreement may also be terminated by either party upon sixty (60) days written notice to the other. Should the Company terminate this agreement for a reason not enumerated in items 10(a), 10(b), 10(c), 10(d), or 10(e), Consultant will be entitled to all Milestone Payments, as they relate to transactions which were in process but had not yet closed at the date of his termination, to which he would have otherwise been entitled for a period of 60 days after the date of his notice of termination.

11         . In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Consultant to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of Paragraph 7 and Paragraph 8 shall survive the termination or expiration of this Agreement.

- 7 -

12.          Upon Termination or expiration of this Agreement, for any reason, the Consultant shall do the following: The Consultant must return to Lexaria immediately, all correspondence, information, reports, emails, phone recordings or transcripts, notes, consultant contact information and all other materials related to the work performed for Lexaria including all Proprietary Information during the contract period.

13)          The Company is aware that the Consultant is independent and may have and may continue to have financial, management or business interests in other companies. The Company agrees that the Consultant may continue to devote time to such outside interests, provided that such interests do not conflict with or hinder Consultant’s ability to perform his duties under this Agreement.

14)          The services to be performed by the Consultant pursuant hereto are personal in character, to be performed by Mr. John Docherty, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

15)          With the exception of any previously granted options or restricted stock, any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.

16)          Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant at the address on the front of this Agreement. Provided any such notice is mailed via guaranteed overnight delivery, as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing provided such mailing is sent via guaranteed overnight delivery. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.

17)          The provisions of this Agreement shall inure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.

- 8 -

18)          Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.

19)          This Agreement is being delivered and is intended to be managed from the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future laws of the United States of America or current or future regulations set forth by the United States Securities and Exchange Commission, the British Columbia Securities Commission, or the Ontario Securities Commission. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

20)          This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels in both Canada and the United States. In the event that there is an employment dispute between the Company and Consultant, Consultant agrees to allow it to be settled according to applicable Canadian law in an applicable British Columbia jurisdiction.

21)          The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any and all potential or actual common share award or stock option awards will be in compliance with all applicable regulations in the USA and Canada. The securities issued will be subject to a hold period in Canada of not less than four months and one day, or for any resales possible into the USA under Rule 144, not less than six months and one day. Hold periods may be longer if regulations so stipulate.

22)          This contract will expire on April 14, 2017 unless renewed or extended by mutual written consent of both parties prior to that date and can further serve as a month-to-month agreement after that date if both parties so agree at that time.

23)          The Consultant understands and agrees that his name and likeness will be announced and widely circulated with regards to his executive role with the Company. His name will be disseminated through such avenues as press releases, websites, or other media; and in personal meetings and appearances and public events. The Consultant understands that as a publicly traded entity, the Company has certain transparency obligations to its shareholders, stock exchanges, and other regulatory bodies, and has legal obligations to disclose the Consultant’s initial and ongoing relationship with the Company during the normal course of business..

- 9 -

IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.