Consulting Agreement with Panasia Consulting Corp. dated October 1, 2017

EXHIBIT 10.5

CONSULTING AGREEMENT –

THIS AGREEMENT dated for reference the 1st day of October 2016.

BETWEEN: PANASIA CONSULTING CORP., 4669 Strathcona Rd., North Vancouver, B.C. V7G 1G7

(The “Consultant”, and/or, the “Independent Contractor”)

OF THE FIRST PART

AND: XPLOSION INCORPORATED, 468 North Camden Drive, Suite 223, Beverly Hills, CA USA 90210

(The “Company”)

OF THE SECOND PART

WHEREAS:

A. The Company is the Exclusive Global distributor of proprietary adult novelty products for individual use, or for interactive use through the use of mobile and/or on-line sources, (the “Business”); and

B. The Company desires to continue to retain the Consultant to perform services for the Company in accordance with the terms and on the conditions set forth in this Agreement.

THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the premises, mutual covenants and Agreements herein contained, the parties hereto covenant and agree with each other as follows:

WHEREAS:

A. The Consultant – (PanAsia Consulting Corp.), has under contract a specific individual with the necessary expertise, and most importantly, the North American contacts and relationships to provide consulting services for the Company that relate directly to the North American Business Development goals the Company seeks to attain for the marketing, joint venturing, strategic alliance establishment and ultimately the mass distribution of its products; such defined services to be offered and provided to the Company from the Consultant in the specific individual person of Mr. Paul Guterres (the “Independent Contractor”);

B. The Company wishes to engage the services of Mr. Paul Guterres, as an Independent Contractor, through the Consultant PanAsia Consulting Corp., and the Contractor wishes to accept such engagement, subject to the terms and conditions hereof;

1.01 The Company hereby retains the Consultant, acting in capacity as an independent contractor, such engagement of the Consultant, to directly provide the services of Mr. Paul Guterres, for the Term (as hereinafter defined) and the Contractor in turn effectively accepts such engagement. The Contractor’s duties shall include those commonly associated with the aforesaid capacity. The Contractor agrees that his duties may be reasonably modified at the Company’s discretion from time to time.

2.01 The engagement of the Consultant hereunder will be for a term commencing as and from October 1, 2016 and ending December 31, 2017 (the “Term”), subject to renewal at that time, or earlier termination as provided for herein.

4.01 The Consultant will serve the Company in an introductory capacity as a liaison and facilitator to serve as intermediary to various potential business partnership sources while always working in the most efficient and cost-effective manner possible.

4.02 The Consultant shall carry out such further duties and projects as requested by the President of the Company and shall report to the President or such other person as the President may advise.

4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company and without limiting the generality of the foregoing, to authorize any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company.

4.04 The Consultant will well and faithfully serve the Company during the continuance of his term of engagement hereunder and will use his best efforts to promote the interests of the Company and its Business.

5.01 For purposes of this Agreement, the term Confidential Information includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the Company considers confidential, whether or not marked as confidential. Confidential Information includes inventions (as defined below), software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the Company now operates or may operate in the future. For purposes of this Agreement, “Inventions” shall include but not be limited to ideas, improvements, or other Confidential Information, whether or not patentable and whether or not reduced to practice, made or conceived by the Consultant (whether made solely by him or jointly with others), during the period of his employment/engagement with the Company, which relate in any manner to the actual or demonstrably anticipated business, work or research and development of the Company or its subsidiaries, or result from or are suggested by any task assigned to the Consultant or any work performed by him for or on behalf of the Company or its subsidiaries or ventures. For purposes of this Agreement, the terms “contractor,” and derivatives thereof include without limitation “consultant” and “independent contractor,” and use of the terms “contractor” or derivatives shall not be deemed to create an employer-employee relationship between the Company and the undersigned. In regard to the above, the Consultant agrees as follows:

6.00 RESTRICTIVE COVENANT

6.01 The Consultant covenants and agrees with the Company that he will not within a one (1) year period, without the prior written consent of the Company:

6.02 As it is recognized by all the parties hereto that irreparable damage would result from any violation of Paragraph 6.01 above, it is expressly agreed that, in addition to any and all of the remedies available to it, each party will have the immediate remedy of injunction or such other equitable relief as may be decreed or issued by any court of competent jurisdiction to enforce Paragraph 6.01 hereof.

6.03 In the event that any clause or operation of Paragraph 6.01 or 6.02 is unenforceable or declared invalid for any reason whatever, such unenforceability or invalidity will not affect the enforceability or validity of the remaining portions of Paragraphs 6.01 and 6.02 and such unenforceability or invalidity will be severable from such paragraphs and this Agreement.

7.00 TERMINATION

7.01 This Agreement may be terminated in the following manner and in the following circumstances:

Notwithstanding any termination, Clauses 5.00 and 6.00 remain binding and enforceable.

8.00 INDEMNITY

8.01 The Consultant will indemnify and hold harmless from the Company from and against:

9.00 ARBITRATION

9.01 If there is any disagreement between the parties hereto with respect to the terms of this Agreement or the interpretation thereof, the same will be referred to a single arbitrator pursuant to the Arbitration act of the appropriate jurisdiction, and any amendments thereto, and the determination of such arbitrator will be final and binding upon the parties hereto.

10.00 INTERPRETATION

10.01 Each provision of this Agreement is declared to constitute a separate and distinct covenant and will be severable from all other such separate and distinct covenants.

10.02 If any covenant or provision is determined to be void or unenforceable, in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.

10.03 The headings in this Agreement form no part of the agreement between the parties and will be deemed to have been inserted for convenience only and will not affect the construction hereof.

10.04 Wherever the singular or the masculine is used herein, the same will be deemed to include the plural or the feminine or the body politic or corporate where the context or the parties so require.

11.00 GOVERNING LAW

11.01 This Agreement will, in all respects, be governed by and construed in accordance with the State of Nevada.

12.00 FURTHER DOCUMENTS

12.01 The parties will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

13.00 ASSIGNMENT

13.01 The Consultant may assign his contract to a company in which he is employed to carry out his obligations on behalf of the assignee. This assignment is subject to the reasonable approval of the Company.

14.00 NOTICE

14.01 Any notice in writing required or permitted to be given to either party hereunder will be deemed to have been well and sufficiently given if mailed by prepaid registered mail or delivered or telecopied to the address of the party to whom it is directed set forth on page 1, or such other address as either party may from time to time direct in writing and any such notice will be deemed to have been received, if mailed, seven (7) business days after the date of mailing and, if delivered or telecopied, upon the date of delivery or telecopy. If normal mail service is interrupted by strike, slow down, force majeure or other cause, a notice sent by mail will not be deemed to be received until actually received, and the party sending the notice will deliver such notice in order to ensure receipt thereof.

15.00 ENTIRE AGREEMENT

15.01 The provisions herein constitute the entire agreement between the parties and supersede all previous expectations, undertakings, communications, representations and agreements whether verbal or written between the parties with respect to the subject

matter hereof.

16.00 NO PARTNERSHIP

16.01 No agency, employment or partnership is hereby created between the parties and no representations will be made by either party which would create any apparent agency or partnership between the parties hereto.

17.00 INDEPENDENT LEGAL ADVICE

17.01 The parties hereto confirm that they have been recommended to obtain independent legal advice prior to the execution of this Agreement and confirm that they have obtained independent legal advice or alternatively, have waived their right to the same.

18.00 ENUREMENT

18.01 The provisions of this Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.