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.


 


	MJ HOLDINGS, INC.
	 	 	 
	 	 	 	 	 
	By: /s/ Paris Balaouras	 	 	By: /s/ Andy Zhang 
	Name/Title: Paris Balaouras – CEO


 	 	 	Name/Title: Andy Zhang