Endorsement Agreement

This Endorsement Agreement ("Agreement") is made effective as of April 26, 2012, by and between Phyllis's Chips Company, Inc ("Phyllis's Chips Company") of 123 Main St., Lost Altos, California 94941, and Healthy Foods, Inc ("Healthy Foods") of 440 Montgomery St., San Francisco, California 94103. WHEREAS, Phyllis's Chips Company is a Corporation duly organized, validly existing, and in good standing under the laws of the State of California. The Phyllis's Chips Company has its principal office and place of business at 123 Main St., Lost Altos, California 94941. WHEREAS, Healthy Foods, 440 Montgomery St., San Francisco, California 94103, is a well known Sample, rate, and analyze food products from around the world. whose endorsement and services have commercial value to Phyllis's Chips Company. WHEREAS, Phyllis's Chips Company is desirous to obtain the right to use the name, likeness, and endorsement of the Healthy Foods in connection with the advertisement and promotion of the product of the Phyllis's Chips Company, namely Phyllis's Brand Potato Chips. NOW THEEFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Healthy Foods and the Phyllis's Chips Company agree as follows: APPOINTMENT. Phyllis's Chips Company would like Healthy Foods's assistance in offering/selling Phyllis's Chips Company's products. Phyllis's Chips Company hereby appoints Healthy Foods as its representative on a non-exclusive, non-employee basis to endorse the Services to Target Audience. TERM. This Agreement will terminate automatically upon completion by Healthy Foods of the Services required by this Agreement. SERVICES. In connection with the appointment, Healthy Foods agrees to do the following: I. That the Healthy Foods hereby authorizes and grants to the Phyllis's Chips Company the exclusive right, license and interest to use the Endorsement in respect of the marketing, promotion, advertising and sale of the product; a. That throughout the term of this agreement, the Healthy Foods hereby agrees that s/he shall not grant the right to use Healthy Foods's name, nickname, autograph, voice, signature, photograph, likeness or image to any other company, manufacturer or retailer of the same product or similar Product; b. That Healthy Foods hereby agrees that he or she shall not sponsor or endorse any other
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product made or sold by any other company, manufacturer or retailer which is the same product or similar to the Product; c. That the Healthy Foods hereby agrees that he or she shall not serve as an endorser of any other company, manufacturer or retailer which sells the same Product or similar to the Product; d. That the Phyllis's Chips Company and the Healthy Foods hereby agrees that should the Healthy Foods be involved in any sponsored photography sessions or television commercials, the Healthy Foods shall wear any items of clothing or accessories that the Phyllis's Chips Company deems appropriate for the marketing, promotion, advertising and sale of the Product. CONFIDENTIALITY. Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. COMPENSATION. In exchange for Healthy Foods's performance of its responsibilities, Phyllis's Chips Company agrees to pay Healthy Foods, in the amount of $25,000.00 upon completion of the services described in this Agreement. INDEMNITY. Phyllis's Chips Company will release, defend, hold harmless, and indemnify Healthy Foods against all claims, losses, liabilities, judgment, and settlements arising from or relating to the endorsement of the Services, the Services, or this Agreement. Phyllis's Chips Company will promptly reimburse Healthy Foods for all reasonable expenses and costs incurred in defending Healthy Foods against any such claims, demands, causes of action, or liability, including, but not limited to, attorneys' fees. Healthy Foods will have the right to select counsel to defend Healthy Foods against any and all such claims, demands, or causes of action, subject only to Phyllis's Chips Company' reasonable right of approval of any counsel before Phyllis's Chips Company will incur any liability to indemnify and reimburse Healthy Foods for fees payable to such counsel. This indemnification will survive termination of this Agreement. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

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REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of California. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. IN WITNESS WHEREOF the parties have executed this Agreement as of the date shown above. SERVICE RECIPIENT: Phyllis's Chips Company, Inc

By: ________________________________________ David Kinley Director

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SERVICE PROVIDER: Healthy Foods, Inc

By: ________________________________________ Rob Mackabee Officer

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