exhibit 10. 3 exhibit 10. 3 equipment agreement master equipment, procurement and services agreement this master equipment, procurement and services agreement ( the “ meps agreement ” ) is entered into as of january _, 2014, by and among cen biotech, inc., a company incorporated in canada ( “ company ” ), and organic growth international, llc, a nevada limited liability company ( “ investor ” ) ( collectively the “ parties ” ). whereas, the sellers ( as defined in the interest purchase agreement ) and company agreed, as part of the interest purchase agreement, to enter into this meps agreement and elect to use investor as its sole or primary source and supplier for equipment, general supplies, consumables and services associated with the production, growth, harvesting and sale of legal cannabis, with the purpose of supplying the canadian public with pharmaceutical - grade medical cannabis under canadian laws and regulations ; whereas, investor is a joint venture company, co - owned with growlife, inc. ( otbb : phot ), with a wide range of products and expertise in hydroponics and other controlled environmental and growing systems tailored for the legal cannabis industry ; and whereas, the parties intend the following terms to have the following meanings in order to define their undertakings pursuant to this meps agreement : a. " equipment " means all infrastructure required to build and maintain one or more fully - licensed and compliant marijuana growing facilities ; a. a. b. “ procurement ” means any the sourcing and purchasing of equipment and services of all types and kinds including where necessary securing licenses and approvals for import and export and the myriad of administrative functions associated with sourcing and purchasing ; and b. b. c. “ services ” means a wide range of consulting and advisory information provided directly or indirectly including ( 1 ) facility design, operation and equipment selections, ( 2 ) marketing and sales, ( 3 ) branding and ( 4 ) compliance with existing and anticipated regulatory requirements ; c. c. whereas, the parties desire to put into place a meps agreement that will facilitate the supply by ogi to cen biotech of a broad range of equipment, procurement and services for successful implementation of the mission of cen biotech to produce and supply medical marijuana under canadian law and regulations, inclusive of such importation and exportation of medical marijuana as may be allowed ; now therefore, the parties agree as follows : a. ogi agrees to extend its best efforts to provide timely and competitively