0001102624-16-002301 Sample Contracts

Re: Amendment to the Consulting Agreement
Consulting Agreement • March 11th, 2016 • Nutritional High International Inc • Pharmaceutical preparations

This agreement shall amend the terms of the Consulting Agreement (the "Agreement") between Foundation Opportunities Inc. (the "Foundation") and Nutritional High International Inc. (the "Company") dated May 1, 2014. Except as otherwise provided for herein, the Agreement shall remain in full force and effect in accordance with its terms and conditions, and all terms herein not otherwise defined shall be defined in accordance with the Agreement.

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TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 11th, 2016 • Nutritional High International Inc • Pharmaceutical preparations • California

This AMENDMENT (this "Amendment") is made as of March 4, 2016 by and between Kodiak Capital Group, LLC, a Delaware limited liability company (the "Investor") and Nutritional High International, Inc., a Canadian company (the "Company").

Toronto ON M5K 1H1 Attention: David Posner Chief Executive Officer Re: Amendment to the Consulting Agreement
Consulting Agreement • March 11th, 2016 • Nutritional High International Inc • Pharmaceutical preparations

This agreement shall amend the terms of the Consulting Agreement (the "Agreement") between Foundation Opportunities Inc. (the "Foundation") and Nutritional High International Inc. (the "Company") dated October 27, 2014. Except as otherwise provided for herein, the Agreement shall remain in full force and effect in accordance with its terms and conditions, and all terms herein not otherwise defined shall be defined in accordance with the Agreement.

Re: Consulting Agreement
Nutritional High International Inc • March 11th, 2016 • Pharmaceutical preparations • Ontario

We understand that Nutritional High Inc. ("NHI" or the "Company") wishes to retain Foundation Opportunities Inc. ("FOI") as its consultant on an exclusive basis, in connection with evaluating a broad range of strategic opportunities for the Company and to maximize shareholder value.

THIS SECOND AMENDMENT TO THE AMENDED RESTATED SECURED CONVERTIBLE DEBENTURE made as of the 18th day of January, 2015
Nutritional High International Inc • March 11th, 2016 • Pharmaceutical preparations • Ontario

WHEREAS the Issuer issued to the Holders a subordinated secured convertible debenture, dated November 17, 2014 and an amended and restated convertible debenture, dated November 18, 2014 (collectively the "Subordinated Debenture") in the principal amount of $150,000, maturing on November 17, 2016 (the "Maturity Date") and carrying an interest rate of 12% per annum, attached hereto as Schedule "A";

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