Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and shall become effective on October 15,2018 (the “Effective Date”),

Recitals

In consideration of the covenants and agreements herein contained and the sums to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions:

The Company hereby employs Executive to serve as Secretary and Chief Administrative Officer and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The initial term of employment shall be for a period of three (3) years from the date hereof (the “Employment Period”) until September 30, 2021, unless extended or otherwise terminated as set forth herein.

The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of:

Executive will be reporting to the Chief Executive Officer and the Board of Directors. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by the Board of Directors.

Executive shall serve as Secretary of the Corporation. Duties of the Secretary, include, but are not limited to keeping and maintaining the Corporate Books and Records of the Corporation, including all meeting minutes, resolutions, amendments to by-laws, amendments to Articles of Incorporation, execution of legal documents and any other duties so assigned by the Board of Directors of the Corporation.

Executive shall also fulfill the role of Chief Administrative Officer (“CAO”) of the Corporation. Duties of the CAO, include, but are not limited to, working directly with the Chief Executive Officer (“CEO”) on strategic and capital initiatives, working directly with the Chief Financial Officer (“CFO”), external accountants and auditors to manage and oversee the financial planning (fiscal controls, budgets, accounting, audit and SEC compliance) of the Company. Working directly with the President and Chief Operating Officer (“COO”) to manage and oversee administrative (parent/subsidiary structure, legal compliance, Human Resource (“HR”) compliance and document control procedures) and strategic planning and analysis, reporting directly to the chief executive officer and the board of directors.

The initial principal location at which Executive shall perform services for the Company shall be 3275 S Jones Blvd., Suite 104, Las Vegas, NV 89146. Notwithstanding the foregoing it is understood and agreed upon by the parties hereto that TMT shall maintain his full time residence in the State of New York and shall be available on an as needed basis to travel to the Company’s headquarters in Las Vegas, NV and such other places or locations as the Company’s business may necessitate. The Executive, at no charge to the Company, shall maintain, for the benefit of the Company, an office at 22 Greencroft Ave, Suite 1, Staten Island, NY 10308.

Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive’s time, energy and ability to the interests of the Company, and to perform Executive’s duties in an efficient, trustworthy and business-like manner.

The Executive shall devote the Executive’s best efforts and substantially all of the Executive’s working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder.

The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors, including:

Executive and Company hereby agree that it would be beneficial to the Corporation for Executive to seek admission to the Nevada Bar and therefore, it is the parties intention that Executive shall sit for the February 2019 Nevada Bar Exam on February 26, 27 and 28, 2019. The parties hereto understand that a commitment to pass the bar exam requires the Executive to dedicate sufficient time to study and attendance at a recognized “bar review” class (“Bar Review”) beginning in January 2019. The parties hereto agree to share the cost of applying for the Bar Exam and attending the Bar Review on a 50%/50% basis. The estimated cost of the foregoing is $4,000.00

Executive shall be paid a base salary (“Base Salary”) at the annual rate of $192,000.00, payable in equal monthly installments of $16,000.00 consistent with Company’s payroll practices commencing on October 15, 2018. The annual Base Salary shall be reviewed on or before September 30th of each year by the Compensation Committee of the Company to determine if such Base Salary should be increased for the following year in recognition of Executive’s services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Additionally, Company agrees that upon admission of the Executive to the Nevada Bar the Base Salary shall increase to $224,000.00 annually in the month immediately following notice that Executive has passed the Nevada Bar Exam.

Notwithstanding the foregoing Executive shall defer $10,000.00 per month of any salary due under this Employment Agreement (collectively, the “Deferred Compensation”) until such time as MJH has either:

Upon the happening of either of the foregoing, Company shall cause to be paid to Executive any then accrued Deferred Compensation in twelve (12) equal monthly payments.

Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices.

From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Compensation Committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. At the sole discretion of Company bonus compensation may be paid either in the form of cash or common stock of the Company, or any combination thereof, provided that there be sufficient cash compensation to pay any taxes due on the stock compensation component of any bonus hereunder.

The Company, upon adoption of and pursuant to an omnibus benefit plan (the “Omnibus Plan”), shall cause to be granted to Executive all benefits that other employees of the Company are entitled to pursuant to the terms set forth in paragraph 7 herein below including, but not limited to (i) medical, dental and vision plan; and (ii) life and disability insurance plans; and (iii) retirement and profit sharing programs as offered to other Executives of the Company, including any restricted stock unit plan (“RSU”), any restricted stock award plan (“RSA”), any stock appreciation Rights (“SAR’s”), any incentive stock option plan (“ISO”), any employee stock option plan (“ESOP”) or employee stock purchase plan (“ESPP”) that may be implemented by Company (iv) paid holidays as per the Company’s policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion.

In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities.

All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law.

Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement.

Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 8.4. below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time.

Executive shall be entitled to five (5) weeks of paid vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations. Notwithstanding the foregoing, Executive shall cause a minimum of one weeks vacation to be taken within the state of Nevada.

Executive shall be entitled to acquire restricted shares of the Common Stock of the Company pursuant to the terms of any Company adopted Stock Compensation Plan subject to the following terms:

8.4.1       Executive shall be entitled to acquire 500,000 (,500000) shares of the Company’s common stock pursuant to a duly executed stock award agreement (the “Stock Agreement”) to be executed by and between the Company and Executive within thirty (30) days of adoption of the Omnibus Plan.

8.4.2       The Stock Agreement shall contain all of the material terms required by the Omnibus Plan and shall clearly state the issuance of any stock grants, stock options or any other stock based compensation and shall include the stock vesting schedule and shall be in accordance with all applicable securities laws and the other terms and conditions of the Company’s duly adopted Stock Plans.

The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Executive in performing services for the Company. Executive shall abide by the provisions of any contract entered into by the Company under which the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered by the Company.

Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: 1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, 3) improper disclosure of the Company’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within thirty (30) days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or 10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the amount of 52 weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, acceleration of any unvested stock grants or stock options, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within seven (7) days of tender.

Upon termination of employment, Executive shall forfeit any unvested stock grants or stock options and shall be deemed to have resigned from the Board of Directors of the Company if he is then a director.

After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive.

After notice of termination has been given by either Company or Executive, as provided in this Article, Executive shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after the written notice is given by either Company or Executive, Executive shall continue to devote substantially all of the Executive’s time to the Executive’s normal services for the Company during the notice period, with sufficient time allowed, in the sole discretion of the Company, for Executive to seek new employment.

The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than thirty (30) consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

For purposes of this Agreement, whenever used in this Article 14:

“Total disability” shall mean that the Executive is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, to engage in any aspect of the Executive’s normal duties as set forth in this Agreement.

“Partial disability” shall mean that the Executive is able to perform, to some extent, on behalf of the Company, the particular services in which the Company specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

“Normal monthly salary” shall mean the salary which the Executive is being paid by the Company per month as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof.

During a single period of total disability of the Executive, the Executive shall be entitled to receive from the Company, the Executive’s normal monthly salary for the shorter of first three (3) months of disability or until any disability insurance policy available through the Executive’s employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shall receive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if any.

During a period of partial disability of the Executive, the Executive shall receive an amount of compensation computed as follows:

That portion of the Executive’s normal monthly basic compensation which bears the same ratio to the Executive’s normal monthly basic compensation as the amount of time which the Executive is able to devote to the usual performance of services on behalf of the Company during such period bears to the total time the Executive devoted to performing such services prior to the commencement date of the single period of disability, and

Such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that the Executive is able to perform and the denominator which shall be the total services that the Executive is able to perform absent the partial disability.

If a single period of disability of the Executive consists of a combination of total disability and partial disability, the maximum total disability compensation to which the Executive shall be entitled from the Company under this disability provision shall not exceed an amount equal to one (1) times the Executive’s normal monthly basic compensation.

A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for sixmonths or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Executive shall be entitled under any provision of this Section.

If and when the period of total or partial disability of the Executive totals six months, the Executive’s employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon such terms as may be mutually agreeable.

The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, shall be the first day on which the Executive is disabled.

Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by the other two (2) physicians so selected.

In the event the Executive shall die during the term hereof, the Company shall pay to the Executive’s surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive’s estate, only such amounts as may have been earned by the Executive prior to the Executive’s date of death, but which were unpaid at date of death.

Executive recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its Executives, officers, directors and shareholders obtained by the Executive during the term of this Agreement and not generally known in the public (the “Confidential Information”) are valuable, special and unique and proprietary assets of the Company’s business. The Executive hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. “Confidential Information” shall also include any information (including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In the case of Company’s business, Company’s Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, account invoices, training and educational manuals, administrative manuals, prospective customer leads, in whatever form, whether or not computer or electronically accessible “on-line.”

During employment with the Company, Executive will not do anything to compete with the Company’s present or contemplated business, nor will he or she plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his duties or obligations to the Company. Executive will not during his employment or within one (1) year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any Executive, agent, independent contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company.

The Executive agrees that during the Executive’s employment with the Company and for a period of one (1) year following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not attempt to hire any other Executive or independent contractor of the Company or otherwise encourage or attempt to encourage any other Executive or independent contractor of the Company to leave the Company’s employ.

Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor to Company or any assignee thereof.

Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

The parties hereto agree that, in the event of breach or threatened breach of any covenants of Executive, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Executive in the event of any breach or threatened breach of any of such provisions by Executive, in addition to any other relief (including damages) available to the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses incurred in such action.

In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys’ fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to conflict of law principles.

This Agreement may be amended only by a writing signed by Executive and by a duly authorized representative of the Company.

If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive.

The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Company to its principal office, and in the case of the Executive to the Executive’s residence address set forth on the first page of this Agreement or to such other address as may be designated by the Executive.

Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.

The Executive further agrees that during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not, in any manner or at any time, solicit or encourage any person, firm, Company or other business entity who are clients, business associates or referral sources of the Company to cease doing business with the Company or to do business with the Executive.

Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Company and the Executive may have, fully performed and not executory, and the existence of any claim or cause of action by the Executive against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant.

Executive and Company recognize and expressly agree that the extent of damages to Company in the event of a breach by Executive of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the Executive agrees that in the event of a breach of any such covenant, in addition to any other relief to which Company may be entitled, Company shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction.

29.1       The Executive hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and Executives harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys’ fees, and all costs and expenses of litigation, arising from or growing out of the Executive’s breach or threatened breach of any covenant contained herein.

29.2       Company will receive indemnification as an Officer and/or Director of the Company to the maximum extent extended by Nevada law to officers and directors of the Company, generally, as set forth in the Company’s Articles of Incorporation, bylaws, and an indemnification agreement between the Company and you (which will be provided to you upon the Effective Date) and any director and officer insurance the Company may have and maintain from time to time.

The Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating the foregoing restrictions and that the Executive’s recognition and representation of this fact is a material inducement to the execution of this Agreement and to Executive’s continued relationship with the Company.

All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

Without the express written consent from the Company, the Executive shall have no apparent or implied authority to: (i) Pledge the credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company.

The Executive acknowledges and understands that the Company has extended employment opportunities to Executive based upon Executive’s representation and warranty that Executive is in good health and able to perform the work contemplated by this Agreement for the term hereof.

The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

Arbitration

Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in Las Vegas, NV. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by All American Beverage Corporation; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief or relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

In witness hereof , each party to this Agreement has caused it to be executed on the date indicated below.

Exhibit 10.2

Corporate Advisory Agreement

This Agreement made this 22 ^th day of June 2018 by and between Profesco, Inc. and Terrence M. Tierney (collectively “Advisor”) with a principal place of business located at 22 Greencroft Avenue, Suite 1, Staten Island, NY 10308 and MJ Holdings, Inc (“Company”) with a principal place of business located at 3725 S Jones Blvd, Suite 104,

Las Vegas, NV 89146.

Whereas Advisor is in the business of and has the experience to research, design and create a comprehensive business plan for Company, and;

Whereas Advisor has experience in creating and editing required SEC filings and State Blue Sky filings, and;

Whereas Advisor has experience in drafting and editing Private Placement Memorandums (“PPM”) and related supporting documents, and;

Whereas Advisor is in the business of and has the experience to design a comprehensive “best practices” compendium for Company (Compliance, Human Resources, Privacy, Harassment, Discrimination), and;

Whereas Advisor has experience and contacts in the financial services industry and among private accredited and institutional investors to assist Company in accessing additional capital, including, but not limited to, equity financing, structured debt, convertible debt and/or preferred debt, and;

Whereas Advisor has experience in the review and creation of required legal documents pursuant to the California Corporation Code, California Compassionate Care Act, California Adult Use of Marijuana Act, Michigan Business Corporation Act, Nevada Revised Statues, Nevada Revised Statues, the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and;

Whereas Company is desirous of utilizing Advisor’s core competencies and business acumen,

Therefore, the parties hereto agree as follows:

The Parties hereto agree as of the date first written hereinabove;

CONTINUED ON THE FOLLOWING PAGE

ADVISOR

/s/Terrence M. Tierney                                

Terrence M. Tierney – Individually and

as President of Profesco, Inc.

COMPANY

/s/Paris Balaouras                                             

By: Paris Balaouras

MJ Holdings, Inc.

Exhibit 10.3

TERMINATION OF AGREEMENT AND RELEASE

CORPORATE ADVISORY TERMINATION AGREEMENT, dated as of September 20, 2018 (this “Agreement”) between PROFESCO, INC., a New York Corporation (“Advisor”) and MJ HOLDINGS, INC., a Nevada Corporation (“MJH”).

WHEREAS, Advisor and MJH previously entered into that certain Corporate Advisory Agreement, dated as of July 1, 2018 (the “Original Agreement”), pursuant to which Advisor agreed to make its expertise available to MJH and its subsidiaries from time to time in rendering certain management consulting and advisory services related to the business and affairs of MJH (the “Services”); and

WHEREAS, in consideration of the provisions of the Original Agreement wherein Advisor was to receive 14,445 ($32,500/$2.25 per share) shares of MJH restricted common stock (the “Stock”) and 10,000 options to acquire additional shares of Stock; and

WHEREAS, MJH appointed Advisor’s President, Terrence M. Tierney, as Secretary of MJH on September 19, 2018.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Termination of the Original Agreement is effective as of September 18, 2018 (the “Effective Date”) without any further obligations of Advisor or MJH and each of the Advisor and MJH shall be released from any and all obligations and liabilities thereunder pursuant to Section 2 hereinbelow.

Section 2. Termination Fee. In consideration of the termination provided for in Section 1 above, MJH shall transfer to Advisor, in accordance with the provisions of the Original Agreement 14,445 shares of MJH common stock and shall grant to Advisor 10,000 options to acquire additional shares of Stock for a period of three years from the Effective Date at a strike price equal to the closing price of MJH’s common stock on the Effective Date which the parties hereto agree was $1.20. The parties hereto further agree that Advisor has provided invaluable services to MJH that exceed the scope provided for in the Original Agreement and therefore MJH agrees to provide further consideration to Advisor in the form of 10,545 additional shares of the Stock and six thousand ($6,000.00) dollars cash (the “Additional Compensation”), Advisor acknowledgments receipt hereof of $6,000.00. For the avoidance of doubt, each of the Advisor and MJH agree that the payment of this Termination Fee shall be deemed to be in full satisfaction of any and all obligations that MJH may have to Advisor as of the Effective Date.

Section 3. Miscellaneous.

3.1 Effect of Agreement. Upon the payment of the Termination Fee and the Additional Compensation, the Original Agreement shall be terminated and of no further force and effect and no party shall have any further rights or obligations under the Original Agreement.

3.2 Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes any and all prior agreements, and neither it nor any part of it may in any way be altered, amended, extended, waived, discharged or terminated except by a written agreement signed by each of the parties hereto.

3.3 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of each of the Advisor and MJH.

3.4 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada (without giving effect to principles of conflicts of laws).

3.5 Headings. Section headings are used for convenience only and shall in no way affect the construction of this Agreement.

3.6 Counterparts. This Agreement may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Corporate Advisory Termination Agreement as of the date first above written.

Exhibit 10.4

MJ HOLDINGS, INC.

3275 S Jones Blvd., Suite 104

Las Vegas, NV 89146

Memorandum of Understanding

Part A: Parties to this Memorandum of Understanding (“MOU”)

The parties to this MOU are MJ Holdings, Inc. (“MJH” or “Company”), a publicly traded (OTC:MJNE) Nevada Corporation with a principal place of business at 3275 S Jones Blvd., Suite 104, Las Vegas, NV 89146 and Andy Zhang, (“AZ”) with a principal address at 3463 Procyon Street, #302 Las Vegas, NV 89102.

Part B: Scope of Agreement – Application Process

Application Period: September 7, 2018 through September 20,2018

AZ and or his assign hereby agrees to pay MJH the sum of seventy seven thousand five hundred dollars ($77,500.00) for each and every Medical Marijuana License application (the “License”) that MJH and AZ jointly participate in up to a maximum of three (3) such licenses in the State of Nevada. The total amount that shall be paid to MJH hereunder is two hundred thirty two thousand five hundred dollars ($232,500.00).

Upon execution hereof AZ shall immediately deposit with MJH the sum of fifty thousand dollars ($50,000.00) as a non-refundable deposit to file the license applications contemplated hereunder. Upon filing of the initial License application the balance due hereunder of one hundred eighty two thousand five hundred dollars ($182,500.00) shall be immediately payable to MJH. Upon receipt of the foregoing payment, MJH shall cause to be issued to AZ or his designee two hundred thirty two thousand five hundred dollars ($232,500.00) of the Company’s restricted Common Stock (the “Restricted Stock”) based on the closing price of the Restricted Stock on the trading day immediately preceding the date of submission of the first License application. The Stock shall be restricted from resale for a period of one year from the date of issuance pursuant to Rule 144 of Section 5 of the Securities Act of 1933.

As additional consideration for his participation herein, AZ shall possess a ten percent (10%) ownership interest in each License issued hereunder. Notwithstanding the foregoing the parties hereto acknowledge that MJH will utilize its best efforts to secure the Licenses contemplated herein but that there can be no guarantee that such Licenses shall be issued by the State of Nevada.

Part C: Grant of License

Immediately upon granting, by the State of Nevada, of a Dispensary License or any applicable provisional license, then AZ shall pay to MJH the sum of one million dollars ($1,000,000.00) to be utilized by MJH to build out and operate the dispensary contemplated herein. Upon receipt of the foregoing, MJH shall issue to AZ shares of the Company’s Restricted Stock with a market value of one million dollars ($1,000,000.00) based upon the 30 day moving average of the Company’s Common Stock.

It is further agreed upon by the parties hereto that AZ shall possess a ten percent (10%) ownership interest in the the dispensary to be operated hereunder (the “Dispensary”) and shall be entitled to an annual distribution equal to ten percent (10%) of the net profits of the Dispensary.

The terms of this MOU shall be incorporated into and made a part thereof of the Securities Purchase Agreement (“SPA”) to be prepared in connection with this MOU.

 Exhibit 10.5

Exhibit 10.6

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (the “ Agreement ”) is entered into on this 5 day of March 2018 (the “ Effective Date ”), by and between, MJ Holdings Inc , a Nevada limited liability company (“ Company ”) and DM Enterprises LLC, a Nevada limited liability company (“ Manager ”) (Company, Company and Manager sometimes collectively referred to herein as the “ Parties ” or individually as the “ Party ”).

RECITALS

WHEREAS, Company has acquired the rights to operate a 3 Acre outdoor cultivation in conjunction with Acres Cultivation located at, 950 Anvil Road Amargosa Valley, NV 89020.

WHEREAS, Company will be authorized to grow, cultivate, harvest, and sell medical and/or recreational marijuana (“ Marijuana ”) in the State of Nevada;

WHEREAS, Manager is engaged in the business of providing administrative, operational and management services to duly licensed grow facilities in compliance with the laws of the State of Nevada; and

WHEREAS, Company desires to engage Manager to render the Management Services (defined herein) and Manager desires to render the Management Services (defined herein) on behalf of Company, pursuant to the terms, covenants and conditions described herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual terms, obligations and provisions set forth herein, the Parties hereto agree as follows:

Management Services Agreement 

1.                Term; Right to Renew; Termination .

(a)              Term . This Agreement shall commence on the Effective Date and continue for a period of Three (3) years thereafter (the “ Term ”).

(b)              Manager Right to Renew . As long as no defaults remain uncured at the time of renewal, and said defaults may be cured pursuant to applicable provisions as set forth herein or said default is excused pursuant to the terms of Paragraph 22 hereof, Manager shall have the right to renew this Agreement (“Right to Renew”) for three additional three (3) year terms (individually referred to herein as the “ Subsequent Terms ”) by providing written notice of its intent to exercise its Right to Renew, to Company, at least ninety (90) days prior to the conclusion of each applicable Term.

(c)              Manager Termination . Manager shall have the right to terminate this Agreement prior to the end of any Term, by written notice to Company, stipulating the intended date of termination, upon the occurrence of any one of the following events: (i) in the event of a Company Default (defined herein); (ii) any grossly negligent or intentional or willful misconduct by Company; (iii) any Federal enforcement action described in Section 21 against Company; (iv) any change or revocation of State or local law, or any adverse change in the enforcement policies of the Federal government pertaining to the grow or cultivation of recreational or medicinal cannabis which shall have the effect of prohibiting the legal operation of the Grow Facilities; (v) Company’s failure to maintain its Grow License in good standing resulting in revocation of its Grow License.

(d)              Company Termination . Company shall have the right to terminate this Agreement prior to the end of the Term, by written notice to Manager, stipulating the intended date of termination, upon the occurrence of any one of the following events: (i) in the event of a Manager Default (defined herein); (ii) any failure to perform the contracted services hereunder or grossly negligent or intentional or willful misconduct by Manager; (iii) any Federal enforcement action described in Section 21 against Manager; (iv) any change or revocation of State or local law, which shall have the effect of prohibiting the legal operation of its Grow; (v) Company’s failure to maintain its Grow License in good standing resulting in revocation of its Grow License.

2.                Ownership of Marijuana and Marijuana Products . The Parties acknowledge and agree that all Marijuana and Marijuana Products grown, cultivated, harvested and produced by Manager at the Grow Facilities, shall remain the sole and exclusive property of Company. Neither Manager nor any of Manager’s agents, volunteers, employees or independent contractors is authorized to enter into any transaction for the sale or purchase of Marijuana or Marijuana Products grown, cultivated, harvested, prepared and produced at the Cultivation Facilities, nor any other contract or agreement binding Company.

3.                Obligations of Manager .

(a)              Commitment . Manager acknowledges and agrees it shall take any actions to ensure the effective, efficient and successful administration, operation and management of Company’s Grow Facilities, through the rendering of the Management Services contained herein.

Management Services Agreement

(b)              Compliance . Manager shall take all actions necessary in furtherance of, in compliance with, or otherwise in any way related to any change whatsoever in any applicable law, rule, statute, regulation, the entitlement and/or approval process, or other process or requirement relative to the procurement, entitlement, compliance, development, operation, or management of the Grow that comes into being, occurs, accrues, becomes effective, or otherwise becomes applicable or required after the Effective Date of this Agreement.

4.                Obligations of Company .

(a)              Compliance . Company shall take all actions necessary in furtherance of, in compliance with, or otherwise in any way related to any change whatsoever in any applicable law, rule, statute, regulation, the entitlement and/or approval process, or other process or requirement relative to the procurement, entitlement, compliance, development, operation, or management of its Grow Facility, that comes into being, occurs, accrues, becomes effective, or otherwise becomes applicable or required after the Effective Date of this Agreement.

(b)              Bookkeeping and Accounting . Company shall maintain its own separate accounting, bookkeeping, billing, collection, cash management, payroll, record-keeping services and annual audit services consistent with Generally Accepted Accounting Principles as it relates to its ownership of the Grow Facilities. (To comply with general accounting principles ) (G.A.A.P)

5.                Management Services . During the Term of this Agreement, Manager shall be responsible for the administration, operation and management of the Grow Facilities and shall provide all management services typically required by Grow Facilities of a similar type and size, including, but not limited to the following, which shall collectively be referred to herein as the “ Management Services ”, all with prior written approval from Company in each event:

(a)              Manager shall take any action necessary in furtherance of, in compliance with, or otherwise in any way related to any change whatsoever in any applicable law, rule, statute, regulation, the entitlement and/or approval process, or other process or requirement relative to the procurement, entitlement, compliance, development, operation, or management of the Grow Facilities that comes into being, occurs, accrues, becomes effective, or otherwise becomes applicable or required after the Effective Date.

(b)              Manager, on behalf of Company and at Company’s sole cost and expense, shall be responsible for selecting and contracting with any employees, third party consultants, independent contractors, vendors or service providers, which it deems to be necessary for the administration, operation and management of the Grow Facilities.

(c)              Manager shall implement all actions necessary to ensure the quality, safety and security of the Grow Facilities and Marijuana Plants. Manager shall be responsible for the management of engaging, training, evaluating and terminating employees and independent contractors of the Grow Facilities. Manager shall aide Company in sourcing with all independent contractors which Manager, in the exercise of its business judgment, deems necessary for the successful operation and management of the Grow Facilities, upon such terms and conditions as Manager in the exercise of its business judgment, deems necessary and advisable.

(d)              Manager shall implement all actions necessary to ensure all independent contractors of the Grow Facilities have acquired and maintain, in good standing at all times, any required Nevada licenses (“ Agent Cards ”); however, Company shall be responsible for the online filing of all applications for the acquisition of or renewal of Agent Cards. Company shall also be responsible for all costs and expenses related to the online filing of any such applications for the acquisition or renewal of an Agent Card for all of its independent contractors of the Grow Facilities. Company warrants that all employees and independent contractors shall maintain any required Agent Cards in good standing at all times.

Management Services Agreement

(e)              Manager shall be responsible for logistics management, product procurement, product inventory management, administration and operation of the Grow Facilities including, but not limited to the cultivation, harvest, preparation and packaging, of Marijuana, in complete compliance with the State of Nevada and all other rules, requirements and regulations, on behalf of the Company. Company will provide and manage track and trace software including providing tags for plants.

(f)               Manager shall prepare all documents and compliance forms requested by Company whether or not they are required or requested by federal or state regulatory authorities, including tax forms and documentation as it relates to the Grow Facilities and shall respond to such requests within seven (7) business days. Company will provide detailed explanation of the purpose and training to complete any requested documents and compliance forms.

(g)              Manager shall be responsible for the daily administration, operation and management of all aspects of the Grow. Company shall be responsible for the costs, fees and expenses, which Company deems, in its sole discretion, necessary for the ongoing operation of the Grow, including supplies, equipment, materials, goods and testing.

6.                Costs and Expenses Related to the Grow Facilities . The Parties acknowledge and agree there is a great deal of cost and expense related to the maintenance, operation, and cultivation of the Grow Facilities, as well as the ongoing cultivation, harvest, preparation, storage and security of Marijuana in compliance with the terms and covenants contained herein, local and state regulations, and the State of Nevada. In rendering the Management Services described herein, Company shall be responsible for the ongoing costs and expenses related to the planting, cultivation, harvest, preparation, production, packaging, storage and security of Marijuana on behalf of Company. Such costs and expenses may include, but shall not be limited to expenditures related to the acquisition of seeds and nutrients, maintenance, utilities, equipment, storage and all costs and expenses related to the requisite security, staff labor, packaging, in compliance with local and state rules and regulations and the ensuring that any and all fixtures, equipment, and mechanical equipment used in connection with the facility are maintained and are in good working order during the term hereof. Such equipment may include, but might not be limited to: equipment for fertilization, irrigation, chillers, HVAC, fans, lighting systems, and any automated systems used in connection with the facility and or accounting and / or fertigation servicing.

7.                Costs and Expenses Related to the Grow Management . The Parties acknowledge and agree there are costs related to the management of the Grow, in compliance with the terms and covenants contained herein, local and state regulations, and the State of Nevada. In rendering the Management Services described herein, Company shall be responsible for the ongoing costs and expenses related to the management and oversight of the Grow. Such costs and expenses may include, but shall not be limited to, expenditures related to management personnel sufficient to competently manage and oversee the overall grow operation on a daily basis, in compliance with local and state rules and regulations, as well as the State of Nevada laws, and as required in Company’s sole discretion. At the Sole decision to be pre-approved by company. In addition, unless otherwise specified hereunder, Company shall reimburse Manager for all pre-approved reasonable and necessary actual expenses incurred by Manager in the provision of Services and performance of this Agreement, including but not limited to expenses related to personnel, training of personnel, Manager’s regulatory and/or licensing fees incurred in the performance of this Agreement, insurance related to the performance of this Agreement, and products and/or equipment procured or supplied by Manager, upon Manager's presentation to Company of an itemized accounting of such expenses with reasonable supporting data; and provided that Manager shall obtain Company’s written authorization prior to incurring any related expenses to the provision of Services or performance of this Agreement. Absent emergency circumstances requiring immediate action, Company shall provide notice of acceptance or rejection of said request in writing to Manager within three (3) days of said request.

Management Services Agreement

8.                Management Fees . The Parties acknowledge and agree as good and valuable compensation for Manager taking the actions necessary to render the Management Services, on behalf of Company, pursuant to this Agreement, Company shall pay to Manager the “ Management Fees ” further described in Exhibit “A” attached and incorporated herein by reference. In complete compliance with the State of Nevada, nothing contained herein shall be construed to be profit sharing or any other profit splitting which would violate Company’s status or its status of good standing. The Parties shall periodically determine the Management Fees as the Parties mutually deem necessary for the ongoing and successful management, governance, administration and operation of the Grow Facilities.

9.                Exclusive Contractual Commitment . The Parties acknowledge and agree, Manager shall be Company’s exclusive provider of Management Services for the management, administration, governance and operation of its Amargosa Grow Facilities and the company shall be Manger’s sole and exclusive client of management services for the management, administration, governance and operation of any Nevada marijuana related business, unless mutually agreed upon. Manger acknowledges and agrees that all actions to be taken by manager shall be at the company’s sole discretion to approve or disapprove.

10.             Independent Contractor Status; Authority .

(a)              The relationship of Manager to Company is that of an independent contractor and none of the provisions of this Agreement shall be construed to or shall create a relationship of agency, representation, joint venture, ownership, control or employment between the Parties, and it is understood and agreed that Manager is at all times acting and performing the Management Services pursuant to this Agreement as an independent contractor and not as an employee or control person of Company, and for all purposes, including federal and state tax purposes, Manager will not be treated as an employee with respect to the rendering of the Management Services. As such, Company shall not withhold taxes with respect to Manager’s Compensation hereunder. Company shall not control or direct the manner or methods by which Manager performs the Management Services set forth in this Agreement; however, Manager shall be responsible for performing the Management Services in a manner so as, at all times, to ensure that the contemplated Management Services are completed and performed in a competent, efficient and satisfactory manner.

(b)              The Parties expressly agree that Company has not established the specific methods of how Manager should perform the Management Services pursuant to this Agreement. Company is relying on Manager’s knowledge, experience and expertise as an expert in the management and operation of cultivation facilities. Further, the Parties agree that Company has not provided Manager with training with respect to the Management Services which Manager shall render on behalf of Company, pursuant to this Agreement.

Management Services Agreement

11.             Representations, Warranties and Covenants of Company . Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables.

Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2, humidity and/or light control mechanisms; and (iv) contain sufficient and functioning plant hydration and fertigation systems, all as necessary and in compliance with applicable law. 

12.             Representations, Warranties and Covenants of Manager . Manager represents, warrants, and covenants to Company, with the understanding Company is relying upon such representations, warranties, and covenants that (a) Manager has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Manager of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Manager; (c) upon execution and delivery of this Agreement by Manager, this Agreement will constitute the valid and binding obligation of Manager; (d) all information supplied by Manager or its agents to Company or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; and (e) Company will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Manager that is not designated in this Agreement as Manager.

Management Services Agreement

13.             Indemnification . The Parties acknowledge and agree that Company shall indemnify and hold manager, its members, its successors and assigns harmless from and against all losses, costs, damages, claims, lawsuits and liabilities arising in connection with any third party claims concerning the Company arising prior to, or after the Effective Date of this Agreement (collectively referred to as the “ Claim ”) if the basis of such Claim stems from any act or omission of Company, its Directors, Principal Officers, Members, Managers or agents. Company shall be solely responsible for all reasonable attorney’s fees, costs and expenses incurred by Manager in defense of any such Claim.

14.             Confidential Information . The Manager acknowledges that, the Company shall produce, develop, implement and have access to material, records, data and information not generally available to the public (“ Confidential Information ”). Accordingly, the Manager shall hold in confidence and will not directly or indirectly disclose, use, copy or make lists of any such Confidential Information except to the extent authorized in writing by the Company, or as required by law or any competent administrative agency, or as otherwise is reasonably necessary or appropriate in connection with the performance pursuant to this Agreement. Confidential Information includes, but is not limited to, concepts or theories, employee training materials and programs, processes for growing, cultivation and production of marijuana, processes for education and support, policies and procedures, specifications, calculations, data, notes and memoranda, code books, methods of operation, strategies and plans, contracts, financial information, professional fee information, salary and compensation information, cost and profit information, record keeping practices, software, administrative and operational matters and practices, customer and vendor information, development and research work, marketing programs, plans, proposals, and other information about internal systems, processes, concepts, practices, and procedures or other confidential information. Notwithstanding, said Information concerning growing practices, cultivation and production of marijuana utilized by Manager at times prior to the date hereof, or practices incorporated by Manager during the term hereof that do not utilize Confidential Information of the Company, shall be specifically excepted from the definition of Confidential Information shall be free to utilized its historic growing experience with third party contracts during the term hereof, or after the termination of this Agreement.

15.             Company Default; Manager Remedies . If Company breaches this Agreement or fails to perform any of its covenants and obligations under this Agreement, and such failure is not cured within thirty (30) days (or sooner if required by law) after receipt of written notice from Manager to Company identifying such failure or non-performance (each, a “ Company Default ”), Manager may, at its sole option and in its sole discretion, elect to: (i) pursue all remedies available at law and equity (including without limitation, action for damages and specific performance) in a court of competent jurisdiction; (ii) seek resolution and remedies as provided in Section 19 herein; or (iii) terminate this Agreement, effective immediately. Any action for damages by Manager shall, upon prevailing, include Manager’s attorneys’ fees, cost, and expert fees and any other actual out of pocket cost of Manager associated with the work completed on behalf of Manager in entering into this Agreement and the consummation of this transaction.

Management Services Agreement 

16.             Manager Default; Company Remedies . If Manager breaches this Agreement or fails to perform any of its covenants and obligations under this Agreement, and such failure is not cured within thirty (30) days (or sooner if required by law) after receipt of written notice from Company to Manager identifying such failure or non-performance (each, a “ Manager Default ”), Company may, at its sole option and in its sole discretion, elect to (i) pursue all remedies available at law and equity (including without limitation, action for damages and specific performance) in a court of competent jurisdiction; (ii) seek resolution and remedies as provided in Section 19 herein; or (iii) terminate this Agreement, effective immediately. Any action for damages by Company shall, upon prevailing, include Company’s attorneys’ fees, cost, and expert fees and any other actual out of pocket cost of Company associated with the work completed on behalf of Company in entering into this Agreement and the consummation of this transaction.

17.             Alternative Dispute Resolution . The Parties acknowledge and agree, when elected by the non-defaulting Party, pursuant to Section 17 or Section 18 herein, the Parties agree to attempt to resolve any such dispute, claim or controversy arising out of or relating to this Agreement by mediation. In the event such dispute cannot be resolved by mediation, at Manager’s sole discretion, it may elect to have the dispute determined by arbitration using the rules of the American Arbitration Association with three (3) arbitrators selected in accordance with such rules, the venue for which will be in Las Vegas, Nevada. If Manager elects to proceed with arbitration, the Parties agree the arbitration judgment will be final and binding upon the Parties and may be entered in any court having jurisdiction thereof.

18.             Notices . Any notices, demands, or communications required or permitted hereunder shall be in writing and delivered in person, transmitted by facsimile, electronic mail or mailed via Federal Express or similar overnight delivery service, or by U.S. registered or certified mail (return receipt requested), to the Parties at their respective addresses as set forth herein. Any such notices shall be deemed to have been duly given on the earlier of: (i) the date of its receipt; (ii) the date of its read receipt; or (iii) the date that is two (2) days after its mailing as provided herein.

19.             Federal Government Action . The Parties hereby acknowledge that they are aware of and fully understand that despite the State of Nevada’s medical and recreational marijuana laws and the terms and conditions of this Agreement, Nevada marijuana growers, cultivators, transporters, distributors or possessors may still be arrested by federal officers and prosecuted under federal law. In the event of Federal arrest, seizure or prosecution action associated with the Parties’ activities described herein, the Parties hereby agree to hold each other harmless and agree to be individually responsible for any attorney’s fees associated with defending such actions. The Parties also hereby agree to waive illegality as a defense to any contract enforcement action.

20.             Force Majeure . Both Parties shall be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by Force Majeure, and the nonperforming Party promptly provides written notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting Force Majeure continues and the nonperforming Party takes reasonable efforts to remove the condition. For purposes of this Agreement, “Force Majeure” means conditions beyond a Party’s reasonable control or ability to plan for, including acts of God, war, terrorism, civil commotion, labor strike or lock-out, epidemic, failure or default of public utilities or common carriers, and destruction of production facilities or materials by fire, earthquake, and storm or like catastrophe.

Management Services Agreement 

21.             Governing Law and Jurisdiction . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. Each of the Parties hereto consents to jurisdiction in Clark County, Nevada for the enforcement of this Agreement and matters pertaining to the transaction and activities contemplated hereby.

22.             Attorneys’ Fees . Should any arbitration or litigation be commenced between the Parties to this contract concerning the rights and duties of either Party in relation to the this Agreement, the substantially prevailing Party in the arbitration or litigation shall be entitled to (in addition to any other relief that may be granted) a reasonable sum as and for attorneys’ fees in the arbitration or litigation, which sum shall be determined by the court or other person presiding in the arbitration or litigation or in a separate action brought for that purpose.

23.             Good Faith . The Parties hereto agree to operate in good faith to accomplish the purposes of this Agreement. Any consent required under this Agreement shall not be unreasonably withheld.

24.             Waiver . The failure of a Party to enforce any provision of this Agreement at any time, to exercise any election or option provided herein, or to require at any time the performance of any provisions herein will not in any way constitute a waiver of such provision.

25.             Severability . If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.

26.             Amendment . This Agreement may be amended at any time in writing by mutual agreement of the Parties.

27.             Assignment . This Agreement may be assigned in its entirety at any time in writing by mutual agreement of the Parties.

28.             Entire Agreement . This Agreement contains all of the terms and conditions agreed upon by the Parties hereto and this Agreement supersedes all other agreements oral or otherwise regarding the subject matter hereof.

29.             Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

30.             Miscellaneous . In the event of any majority transfer of the voting rights or control of Company’s business, regardless of the form of such transfer, this Agreement will remain in force and effect. In the event of sale of all applicable license(s), or any occurrence that results in the termination of Manager, except as otherwise provided for hereunder, Manager shall be entitled to an immediate and complete acceleration of its rights, including payment of all past, current and future Cultivation Fees for all existing but unharvested inventory that would otherwise be due to Manager had the termination not occurred, as calculated on the then-current Fee structure at the time of termination.

Management Services Agreement 

31.             Respondent Superior. DM Enterprise LLC will be liable for the consequence of any act done by it’s independent contractors in the ordinary course of their duties and responsbilites.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

MANAGER:

DM Enterprises, LLC,

a Nevada limited liability company

By: /s/ Douglas E. Warren

Name: Douglas E. Warren

Its: President

COMPANY:

MJ Holdings Inc,

a Nevada limited liability company

By: /s/ Paris Balaouras

Name:      Paris Balaouras     

Its:           CEO       

Management Services Agreement 

EXHIBIT “A”

Description of Management Fees

The Parties acknowledge and agree, pursuant to the terms, obligations and covenants described herein, Company shall pay to Manager, the following Management Fees:

3. All management fees and annual bonus fees payable in MJNE common stock shall be payable based upon the 30-day trailing average closing price prior to each payment date. All fees are payable within 30 days of harvest or when final sale of product(s) is/are received by MJ Holdings, Inc. or affiliated company.

a. In the event of sale or a business combination of the Company, any and all stock options or non-vested options, shall accelerate in vesting.

Management Services Agreement 

Exhibit 10.7

Exhibit 10.8