CONSULTINGSERVICES AGREEMENT

1.

Services.  The Company retains Consultant to render to the Company the following services (the “Services”):

a)

Consultant will provide advisory and consulting services to the Company in conjunction with the development of the Company’s marketing plan, business plan and goals.  Consultant will also utilize icecoldstocks.com and any other media portal at their disposal.

b)

Consultant shall provide advisory and consulting services alternatives for maximizing the Company’s exposure to, and penetration of, its target market.

c)

In consultation with the Company, Consultant shall schedule and arrange meetings and conferences, in person, by telephone, or other media, for the Company’s representatives and such third parties as the Consultant believes will further the purposes of this Agreement.  Said meetings and conferences shall be with representatives of potential strategic partners of the Company, marketing and media representatives and representatives of investment and banking advisory services.

d)

It is expressly agreed herein that the Company shall be responsible for all reasonable costs and necessary expenses incurred by Consultant, including travel, mileage, duplicating and communication expenses.  The Company shall reimburse Consultant for all such expenses with thirty (30) days, subject to submission by Consultant of reasonably satisfactory documentation.  Consultant shall be required to receive prior written approval from the Company’s Chief Financial Officer or a member of the Board.

2.

Compensation.  As consideration for Consultant’s performance of the Services, the Company agrees to issue to Ice Cold Stocks in the name of Var Growth Corp., Three million Five hundred thousand (3,500,000) shares of the Company’s restricted common stock upon the signing of this contract.  Further, if requested by Consultant or nominee, the Company shall at its sole expense, provide Consultant with a written legal opinion regarding the tradability of such stock upon the termination of the period of restriction.  The Company and Consultant agree to the following:

ICS Consulting Agreement 001

1

Initial______________

 

(i)

The following legend (or a legend substantially in the following form) shall be placed on certificates representing the Shares issued pursuant to this Section 2:

3.

Term and Termination.  Subject to earlier termination, the term of this agreement shall begin on the date set forth above and will continue in full force and effect for a period of twelve (12) months.  Thereafter, the parties may renew this Agreement upon mutually agreeable terms.  Upon any termination or expiration of this Agreement, Company shall pay all unpaid and outstanding fees, through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Company any and all outstanding Services due through the effective date of this Agreement.  Termination by either party shall not result in the forfeiture by Consultant of the Shares or right to a written legal opinion regarding the tradability of the Shares.

4.

Independent Contractor Status.  The parties agree and acknowledge that that this Agreement shall not be construed so as to make either an employee of the other and neither party shall hold themselves out as such.  Neither party shall i) have the authority bind the other to any contract, agreement, nor indenture; ii) be liable to any third party for the acts of the other; nor iii) accept service of process for the other.

5.

Confidential Information.  It is agreed by the parties that Consultant may have access to, have disclosed to it, or otherwise obtain Confidential Information about the Company.  “Confidential Information” shall mean confidential, non-public or other proprietary information including, without limitation, letters addressed from the Securities and Exchange Commission to the Company, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, know-how, ideas, inventions, whether patentable or not, photographs, plans, procedures, processes, reports, research, samples, sketches, software, specifications, business information, including customer and distributor names, marketing information, operations, plans, products, financial information, including pricing and other confidential information that is disclosed under the terms of this Agreement by the Company or the Consultant.  Consultant shall not disclose to, or use for the benefit of, any third party, Confidential Information it receives without the prior written consent of the Company.  Information shall not be considered Confidential Information if such information is i) already known to Consultant at the time it is obtained, ii) subsequently learned from an independent third party; or iii) available publicly.

6.

Confidentiality of Agreement.  The parties shall not disclose to any third person or entity, any portion of this Agreement except as necessary for the Consultant to provide the Services set forth in Section 1 herein.  Neither party shall disclose the existence or terms of this Agreement without first obtaining prior written approval of the other party which approval may be withheld by Consultant for any reason.  Neither party shall use the other’s name, logo, trademarks, or service marks in any advertising, publicity releases, or any other materials without that party’s prior written approval, which shall not be unreasonably withheld by the Company if Consultant determines such use to be consistent with the performance of its Services described herein.

7.

Best Efforts.  The parties agree that Consultant will utilize its best efforts to provide the Services set forth in Section 1 above.  The Company acknowledges and accepts that Consultant does not and cannot promise or guarantee that any specific result can or will be achieved by the Consultant as a result of its performance of the Services set forth herein.

8.

Assignment.  This Agreement shall be assigned to and inure to the benefit of, and be binding upon, any successor to substantially all of the assets and business of the Company as a going concern, whether by merger, consolidation, liquidation or sale of substantially all of the assets of the Company or otherwise.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform as if no such succession had taken place; and, as used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise; provided that for purposes of Section 8 hereof, the term “Company” shall mean the Company as hereinbefore defined and any such transaction in which this Agreement is assigned to a successor may not expand or enlarge the scope of restrictions applicable to Consultant pursuant to this Agreement.  Consultant understands and agrees, however, that this Agreement is exclusive and personal to him only, and, as such, he will neither assign nor subcontract all or part of his undertaking(s) or obligation(s) under the terms of this Agreement.

9.

Suit/Jurisdiction.  The parties agree that any and all disputes rising out of or relating to this Agreement shall be submitted to the American Arbitration Association (“AAA”) for binding and final resolution in accordance with the rules of the AAA.  The parties further agree that such arbitration shall take place in California, as up to Consultant’s sole discretion.  Notwithstanding the foregoing, the parties shall each retain the right to seek injunctive or equitable relief for any actual or threatened breach of Sections 5 and 6 of this Agreement.  In the event either party exercises its right to seek injunctive or equitable relief, it shall do so in a court of competent jurisdiction in the State of California or such other jurisdiction as Consultant in its sole discretion shall choose.  The choice of law shall be the law of the State of California.  Without limitation of the foregoing, each party acknowledges that it hereby waives the right to have disputes rising out of or relating to this Agreement resolved by jury trial.

10.

Interpretation of Agreement.  This Agreement shall be interpreted in accordance plain meaning of its terms and under the laws of the State of California.

11.

Contents of Agreement and Amendments.  This Agreement set forth the entire agreement of the parties.  No amendment or modification to this Agreement shall be binding unless in writing and signed by both parties.

12.

Counterparts; Delivery by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Agreement may be affected by facsimile.