Agreement to Vary a Contract, dated June 10, 2019, between Montagne Jeunesse International Limited and Neoteric Cosmetics, Inc

MONTAGNE JEUNESSE INTERNATIONAL LIMITED of The Green Barn, Astral Court, Central Avenue, Baglan Energy Park, Wales SA12 7AX

NEOTERIC COSMETICS INC of 4880 Havana Street, Suite 400, PO Box 39-S, Denver, Colorado 80239, USA

The Parties are party to an Exclusive Distribution Agreement with an Effective date of September 15, 2014 and made between the Parties, as amended by further agreements dated April 1, 2015, September 5, 2017, and March 18, 2019 (the “Agreement”).

The Parties wish to extend the termination date specified within the Agreement so that they have time to explore a new agreement which will replace the Agreement.

Consequently, the parties wish to amend the Agreement as set out in this variation agreement with effect from the date of this agreement (Variation Date).

In consideration of the mutual promises set out in this agreement, the parties agree to amend the Agreement as set out below.

With effect from the Variation Date the parties agree to amend clause 2.2 of the Agreement as follows:

The word "six" in the fifth line shall be deleted and replaced with the word "three"; and

The words "prior to the end of the then current Renewal Period" in the sixth line shall be deleted.

This variation agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation.