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.


 


	PROFESCO, INC.
	 
	 	 	 
	By:	/s/ Terrence Tierney	 
	Name:	Terrence Tierney	 
	Title: 	President	 
	 	 	 
	MJ HOLDINGS, INC.	 
	 	 	 
	By:	/s/ Andrew Boutsikakis  	 
	Name: 	Andrew Boutsikakis	 
	Title: 	President