CONSULTING AGREEMENT

THIS AGREEMENT, made as of the 25th day of May, 2015 by and between Cultivating Spirits, LLC, a Colorado limited liability company, located at 252 Warren Avenue, Silverthorne, Colorado 80497 (“CS”), Philip Wolf, the principal shareholder of Cultivating Spirits and The MaryJane Group, Inc. a Nevada corporation located at 910 16^th Street, Suite 412, Denver, Colorado 80202 (hereinafter referred to as the “Company”).

WHEREAS, the Company has entered into a Venture Agreement with the owners of Wilderness Trails Ranch to engage in the operation of an adult camp/ranch concept resort from July 1, 2015 through no later than October 15, 2015 to be located at the ranch entitled Wilderness Trails Ranch located in Bayfield, Colorado; and

WHEREAS, The Company is desirous of hiring the services of CS and Philip Wolf to create, operate and manage all cannabis related activities to be hosted at the adult camp/ranch.

WHEREAS, CS and Philip Wolf are desirous of rendering such services to the Company.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and the acts herein described, it is agreed between the parties as follows:

4. Exclusions. This Agreement specifically excludes financial responsibility by CS and Philip Wolf for any fees incurred on behalf of the Company related to legal, accounting, printing, filing, shipping, or any other ancillary costs which may be incurred to consummate their services for the Company. Philip Wolf agrees to inform the Company’s management of all foreseeable fees and the Company agrees to pay the incurred fees as directed by the Consultant.

5. Indemnification and Insurance. The Company agrees to defend, indemnify, assume liability for and hold CS and Philip Wolf harmless from any and all claims, demands, damages, losses, suits, proceedings, penalties, expenses or other liabilities, including attorney’s fees and court costs, arising out of or resulting from the performance of this Agreement, regardless of the basis (except in the event of gross negligence on the part of CS and or Philip Wolf. The Company, will use its best efforts to add CS and Philip Wolf to its general liability insurance policies as an additional insured party.

6. Cannabis and Alcohol and Assumption of Risk. CS has no licenses to provide cannabis or alcohol to the Company or any of its guests at the camp/ranch, and CS will not provide the Company or any guests at the camp/ranch with any cannabis or alcohol. Company hereby agrees not to request alcohol or cannabis from CS. Company understands that consumption of alcohol and/or cannabis carries inherent risks, and Company hereby assumes all risks associated with any consumption of alcohol and/or cannabis by Company’s employees or any guest of the camp/ranch. Consumption of alcohol and/or cannabis by the Company’s employees or guests of the camp/ranch shall be entirely at their own risk. CS shall bear no responsibility for anything resulting from or relating to the consumption of cannabis and/or alcohol by the Company’s employees or any guest of the camp/ranch (unless caused by the gross negligence of CS. The Company hereby understands that the possession, sale, transfer, and consumption of cannabis remains illegal under federal law.

       7. Entire Agreement. This instrument contains the entire agreement of the parties.

There are no representations or warranties other than as contained herein. No waiver or modification hereof shall be valid unless executed in writing with the same formalities as this Agreement. Waiver of the breach of any term or condition of this Agreement shall not be deemed a waiver of any other or subsequent breach, whether of like or of a different nature.

   8. Colorado Law. This Agreement shall be construed according to the laws of the State of Colorado (exclusive of the conflicts of law provisions thereof) and shall be binding upon the parties hereto, their successors and assigns.

   9. Venue. CS and Philip Wolf and the Company each agree that any legal or equitable action or proceeding with respect to this Agreement shall be brought in any Federal or State court of competent jurisdiction located in the County of Denver, State of Colorado, and, by execution and delivery of this Agreement, each accepts for themselves and their property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and any related appellate court with respect to this Agreement, and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement, and irrevocably waive any obligation they may not or hereafter have as to the venue of any such action or proceeding brought in such a court or that such court is an inconvenient forum. The Company, CS and Philip Wolf each consent to the service of process of any of the aforementioned courts in any such action or proceeding by mailing of copies thereof by registered mail, postage prepaid, such service to become effective three business days after such mailing. In any such proceeding, the prevailing party shall be entitled to an award of fees and disbursements of counsel.

    10. Independent Contractor. Cs and Philip Wolf agree to perform their consulting duties hereto as independent contractors. Nothing contained herein shall be considered as to creating an employer-employee relationship between the parties to this Agreement.

    11. Waive Jury Trial. The Company and CS and Philip Wolfe each hereby waive trial by jury in any judicial proceeding brought by either of them with respect to this agreement.

    12. Equity Option. The Company shall grant CS or Philip Wolf an option to purchase 15% of "Cannacamp" exercisable for 60 days after the completion of this year’s camp. “Cannacamp” for the purposes of this Agreement is defined as any camp/resort/retreat operated by the Company in future years. The option will be exercisable for $1.00. Upon exercise CS or Philip Wolf will become a 15% equity partner with the attendant financial responsibility.  By way of example if Cannacamp needs a $100,000 financial contribution to open for the 2016 season CS or Philip Wolf will be responsible for $15,000. 

13. Intellectual Property. The Company, CS and Philip Wolf each owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or CS and/or Philip Wolf with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not

infringe on any Intellectual Property or other rights held by any person; to the best of the CS’s and Philip Wolf’s knowledge, CS”s current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company, CS and Philip Wolf are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company, CS and Philip Wolf as the case may be have taken reasonable security measures to protect the secrecy, confidentiality and value of their respective Intellectual Property. In addition any Intellectual Property developed by the Company, CS and/or Philip Wolf during the term of this Agreement shall remain the property of the developer and such usage at the camp/ranch shall be pursuant to a use license during the term of the camp/ranch.

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

EXHIBIT A

SCOPE OF WORK