Scott
Narins


28
Pinecrest Drive


Woodcliff
Lake, NJ 07677


 


Joseph
Bianco, Chairman


DigiPath,
Inc.


6450
Cameron St.


Las
Vegas, NV, 89118


 


Dated:
February 1, 2016


 


Sir:


 


This
letter sets forth our Agreement relative to consulting services provided to DigiPath, Inc. (“DGP” or “Client”)
by the undersigned (“SN” or “Consultant.”)


 


As
full compensation for such Services, the Client shall pay Consultant the amounts set forth on Exhibit A attached hereto, payable
as provided in Exhibit A. The Client shall reimburse Consultant for all expenses incurred by Consultant in connection with the
performance of Consultant’s Services hereunder, including expenses incurred in connection with travel done at the request
of the Client, within 15 days after proof of such expenses is delivered to Client.


 


Consultant
acknowledges that Consultant will provide services hereunder as an independent contractor, and that nothing in this agreement
shall be deemed to constitute Consultant and the Client as joint venturers, partners or participants in an unincorporated business
or other separate entity, nor in any manner to create any employer-employee relationship between the Client on the one hand, and
Consultant on the other hand.


 


If
Consultant becomes privy to confidential information regarding the Client, Consultant must treat such information as confidential
and refrain from disclosing any such information to anyone including a subsequent client for Consultant’s consulting services
or employer, in accordance with the terms of this agreement. “Confidential Information” shall mean all information
or material proprietary to the Client or designated by the Client as proprietary or confidential, which Consultant may obtain
knowledge about or access to through or as a result of Consultant’s relationship with the Client (including without limitation
all information conceived, originated, discovered or developed in whole or in part by Consultant). Confidential Information includes,
but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to
practice or to writing in preliminary, intermediate or final form): financial condition, operations, assets and liabilities, business
plans, research, development plans, processes, procedures, intellectual property, trade secrets, market research, marketing techniques
and plans, business strategies, customer names and other information related to customers, price lists, pricing policies and other
financial information. Notwithstanding the foregoing, Consultant’s confidentiality obligations do not extend to information
which (i) is or becomes generally known to companies engaged in the same or similar businesses as the parties hereto on a non-confidential
basis, through no wrongful act of Consultant; (ii) is lawfully obtained by Consultant from a third party without any obligation
to maintain the information proprietary or confidential; (iii) is known by Consultant prior to disclosure hereunder without any
obligation to keep it confidential; or (iv) is compelled by law (e.g. by oral questions, interrogatories, requests for information
or documents, subpoena, civil investigative demand or other process) to be disclosed.


 




     


     

    

 


Both
during and after Consultant’s contractual relationship with the Client, Consultant agrees not to use Confidential Information
for any purpose other than in conjunction with Consultant’s work hereunder. Consultant agrees to protect the Confidential
Information from disclosure to anyone other than other than the Client’s employees and approved contractors and representatives,
if any, who have a business-related need to have access to such Confidential Information in connection with the purposes of this
Agreement. Nothing contained in this agreement is intended to equate “Confidential Information” as defined herein,
with “Inside Information” as that term is defined by Federal or State Securities laws.


 


Consultant
warrants that he will comply with all applicable federal, state, county and local laws, ordinances, regulations and codes in the
provision of services under this agreement. Consultant agrees to hold the Client harmless and defend and indemnify the Client
against any liability that the Client sustains or incurs in connection with any claim or suit alleging (i) that Consultant’s
services provided hereunder fail to comply with applicable federal, state, county or local laws, ordinances, regulations and codes,
or (ii) that materials provided by Consultant to the Client in connection with such services infringe any proprietary rights of
others or applicable law; provided Consultant are given notice and reasonable assistance in defending the claim or action.


 


Client
hereby indemnifies Consultant against all claims liabilities damages or costs, including without limitation reasonable attorney’s
fees, arising from any action taken by Consultant in the good faith performance of duties pursuant hereto, provided that such
claim does not result from the knowing and intentional malfeasance of Consultant.


 


If
the Parties believe that this letter accurately sets forth their Agreement, please so indicate by signing below.


 


	DIGIPATH,
    INC.	 	SCOTT
    NARINS
	 	 	 	 	 
	By:	/s/
    Joseph Bianco	 	By:	/s/
    Scott Narins 
	 	Joseph
    Bianco, Chairman	 	 	Scott
    Narins


 




     


     

    

 


Exhibit
A—Services; Compensation


 


This
Exhibit A is attached to, and made a part of, the Letter Agreement dated as of February 1, 2016 by and between Digipath, Inc.
and Scott Narins.


 


Services.For
a period of three months from the date hereof, consultant will assist client in the identification and analysis of potential acquisition
targets in certain Eastern states where the sale and/or growing of medical and/or recreational marijuana is legal, or where it
is expected that such legalization will occur in the near future. Consultant will report directly to the Chairman of Digipath,
Inc.


 


Compensation.
As full payment for the services described above, Client shall pay to SN 100,000 shares of its common stock, registered by means
of form S-8, as soon as is practicable subsequent to the date hereof. In the event that this agreement is extended by mutual consent
of both parties after three months from the date hereof, further compensation and/or success bonuses or fees (in the event that
an acquisition is completed) will be negotiated in good faith between the parties.