Exhibit 10.6


 


Page
9


Employment
 Agreement


CathrynJ.
Kennedy




 


 


Party
seeking
to be
indemnified
 in
connection
 with
any
proceeding,
 demand
 for
payment
 or litigation.
 This 
indemnification
 shall
be binding
on the
heirs,
personal
representatives,
successors
 and
assigns
of the
Parties
and
shall
continue
indefinitely.


 


17.
 Attorney's
 Fees. 
Should
 any
litigation
 be
commenced
 by any
third-party
 against
the executive
 the
Company
 will
shall
be obligated
to pay
all legal
fees
incurred
by the
Executive
for her
defense.


 


18.
 Jurisdiction
 and
Service
 of Process.
 The
Company
 and Executive
 further
 agree
that
service
 of process
 on
them 
may be
made
by personal
 service
 or by
certified
or registered
mai I,
return receipt
requested
in accordance
with the
notice 
provision
set forth
in Section
9. Service
of process
 shall
be deemed
effective
upon receipt.


 


19.  Modification  and Waiver.  This Agreement  may be amended,  modified,  superseded  or canceled,  and the terms  or covenants  hereof  may be
waived, only by
a written instrument executed  by both of
the Parties hereto,  or in the
case of a waiver, by the Party waiving compliance.  The failure of either Party at any time or times to require performance
of any provision hereof shall in no manner
affect the right of such Party at a later
time to
enforce the same. No
waiver by either
Party of the breach  of any term or covenant  contained
in this
Agreement,  whether by conduct or otherwise, in anyone or more instances,  shall be deemed  to be, or construed  as, a further
or continuing
waiver
of any
such breach
or a waiver  of the breach
of any
other term or covenant contained
in this Agreement.


 


20.
 Entire
 Agreement.
 This
Agreement
 constitutes
 the
entire
Agreement
 of
the Parties
with respect
to the
subject
 matter
 hereof
 and
supersedes
any and
all agreements,
 understandings,
statements,
or representations
 either
oral
or in writing.


 


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


 


 


	COMPANY:	 	EXECUTIVE:	 
	 	 	 	 
	GROWBOX SCIENCES	 	CATHRYN J. KENNEDY	 
	 	 	 	 
	/s/ Craig Ellins	 	/s/ Cathryn
J.
Kennedy	 
	Signature 	 	Signature	 
	 	 	 	 
	CEO	 	CFO	 
	Title	 	Tile	 








    	 



    	 



    

 


Page 8


Employment Agreement


CathrynJ. Kennedy


 


12. 
Waivers.  The waiver
by either party
hereto of a
breach or violation
of any term
or provision of this Agreement shall not operate
nor be construed as a waiver of
any subsequent breach or violation.


 


13. 
Damages.  Nothing contained
herein shall be construed to
prevent the Company
or the Executive from
seeking and recovering
from the other
damages sustained by either or both
of them as a result of its or her breach of any term or provision
of this Agreement.


 


14. 
No Third-Partv Beneficiarv. 
Nothing expressed or
implied in this
Agreement is intended or
shall be construed
to confer upon
or give any person
(other than the
Parties hereto, and, in the case
of Executive, her heirs,
personal representative(s) and/or legal representative) any rights or remedies under
or by reason of this
Agreement.


 


15. 
Conflicts with Certain
Existing Arrangements.  The
Company agrees that
if shall not hereafter
acquire a "Conflicting
Organization" or otherwise
expand its present business activities such
that Executive could reasonably expected
to be deemed
in breach or violation of
such non competition covenants,
and it shall indemnify and hold harmless the Executive from any and all damages
that Executive may hereafter suffer or incur by
reason of any such Company
acquisition or expansion of business
after the date hereof.


 


16.  Indemnification.  The Company fully releases, acquits and forever discharges Executive
of and from any and all known and unknown claims for damages, costs,
expenses, liabilities, causes of action,
claims for relief and suits
for damages arising out of
any state or federal action
concerning the validity and legality of the
Company or its Board's day-to-day operations
in the dispensing of medical marijuana and
the further research and development of medical marijuana
and its varied uses.  The Parties further agree
to indemnity one another from any and all claims
or actions of third parties
arising out of or
related to the matters set forth
in the Recitals that are due to negligence or misconduct
of a Party asserted against the
other Party unless such other Party is also guilty
of negligence or misconduct. This indemnification
provision shall apply to any actions or omissions
(regardless of the date of any such
action or omission), to
the extent permitted by law, against all
expense, liability and loss reasonably
incurred or suffered by the


 






    	 



    	 



    

 


Page
7


Employment
 Agreement


CathrynJ.
Kennedy



 


	If to the Company:		Growblox Sciences,
Inc.



6450
Cameron St. Suite 110A


Las Vegas,
NV 89118


 


	If to the Executive:		Cathryn Kennedy



1123
Scenic Crest Dr.

 Henderson,
NV 89052


 


	With a Copy to:		Gerald F. Neal,
Esq.



1125 Shadow
Lane


Las Vegas,
NV 89102


 


or
to such other
addresses as either
party hereto may
from time to
time give notice
of to the other in the aforesaid manner.


 


10.  Successors.


 


10.1 
This Agreement is
personal to the
Executive and without
the prior written consent of
the Company shall
not be assignable
by the Executive
otherwise than by will or the
laws of descent and distribution. This Agreement
shall inure to the benefit
of and be enforceable by
the Executive's legal representatives.


 


10.2 
This Agreement shall inure
to the benefit
of and be
binding upon the
Company and its successors
and assigns.


 


10.3 
The Company will
use its best
efforts to require
any successor (whether
direct or indirect, by
purchase, merger, consolidation
or otherwise) to
all or substantially all of the
business and/or assets of the Company
to expressly assume and
agree to perform this Agreement in the same manner and to
the same extent that the Company
would be required to
perform it if no such
succession had taken place.  As
used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor
to its business and/or assets which
assumes and agrees to perform this
Agreement by operation of
law or otherwise.


 


11.  Severabilitv.  The invalidity of anyone or more of the words phrases, sentences, clauses
or sections contained in this Agreement
shall not affect the enforceability of the remaining portions of this
Agreement or any part thereof, all of which are inserted
conditionally on their being valid in law, and, in
the event that anyone or more of the words,
phrases, sentences, clauses or sections contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if
such invalid word or words,
phrase or phrases, sentence
or sentences, clause or clauses, or section or sections had not been inserted. If
such validity is caused by length of time
or size of area or both,
the otherwise invalid provision will
be considered to be reduced to a period
or area which would cure such invalidity.


 






    	 



    	 



    

 


Page
6


Employment
 Agreement


CathrynJ.
Kennedy



 


confidence and as a fiduciary and Executive shall remain a fiduciary to the Company with respect
to all of such information. For purposes of this Agreement, "Confidential Information"
means all material information about the Company's business disclosed to the
Executive or known by the
Executive as a consequence of or
through his employment by the
Company (including information conceived, originated, discovered
or developed by the
Executive) after the date hereof, and not generally known. This
restrictive covenant does not apply to any
positions performed outside the limited scope of
the medical marijuana business.


 


6.2 
Nonsolicitation of Employees. 
While employed by
the Company and
for a period of
six (6) months
thereafter, Executive shall not
directly or indirectly, for herself or
for any other person, firm
corporation, partnership, association or other entity,
attempt to employ or enter into
any contractual arrangement with any employee
or former employee of
the Company, unless such employee or former
employee has not been employed by
the Company for a period in excess of
six (6) months.


 


6.3 
Injunction.  It is
recognized and hereby
acknowledged by the
Parties hereto that a breach
by the Executive
of any of the covenants contained
in Sections 6.1, 6.2 or 6.3 of this Agreement
will cause irreparable harm and damage to
the Company, the monetary amount of which may
be virtually impossible to ascertain. As
a result, the Executive
recognizes and hereby acknowledges
that the Company shall be entitled
to an injunction from any
court of competent jurisdiction enjoining and
restraining any violation of any or all of the
covenants contained in this Section
6 by the Executive or any of
her affiliates, associates, partners or
agents, either directly or indirectly, and that such right to injunction shall
be cumulative and in addition to whatever
other remedies the Company may possess.


 


7.  Other
Matters,


 


7.1 
Election of Executive
as Director. Contemporaneously
herewith, the Board is appointing
Executive to fill
the position of
a Director.  For
so long as the Executive continues to
serve as the Company's Chief Financial Officer,
the Company shall cause the nomination
of the Executive as a Director at
each stockholder meeting at which
election of directors is considered and
otherwise us its best efforts to cause the
election of the Executive as a
Director of the Company.


 


8. 
Governing Law.  This
Agreement shall be governed
by and construed in
accordance with the
laws of the
State of Nevada.


 


9. 
Notices.  Any notice
required or permitted
to be given
under this Agreement
shall be in writing
and shall be
deemed to have been given
when delivered by hand or when deposited
in the United States mail, by registered
or certified mail, return receipt requested, postage prepaid, addressed
as follows:


 






    	 



    	 



    

 


Page
5


Employment
 Agreement


CathrynJ.
Kennedy



 


5.  Change
in Control.  For
purposes of this
Agreement, a "Change
in Control" shall mean:


 


(a) 
The acquisition, other
than by or from
the Company, at
any time after
the date hereof, by any
person, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2)of the Securities Exchange
Act of 1934 (the "Exchange Act") of
beneficial ownership, within the meaning of Rule 13d-3promulgated under
the Exchange Act, of 50% or
more of either the
then outstanding shares of common stock
or the combined voting power of
the Company's then outstanding voting securities
entitled to vote generally in the
election of directors;


 


(b)  All
or any of the individuals who, as of the
date hereof, constitute the Board
( as of the date hereof the
"incumbent board") cease for
any reason to constitute at
least a majority of the Board, provided
that any person becoming a director subsequent to the date
hereof whose election or nomination
for election by the Company's shareholders, was approved by a vote by at
least a majority of the directors then
comprising the incumbent board (other than an election or nomination
of an individual whose initial
assumption of office is in connection
with an actual or threatened election contest relating to the election of
the directors of the
Company, as such terms are used
in Rule 14a-l1 of Regulation 14Apromulgated
under the Exchange Act) shall be,
for purposes of this Agreement, considered as
though such person were
a member of the incumbent board;
or


 


(c)
Approved by the
stockholders of the
Company of (1),
a reorganization, merger or
consolidation with respect to
which persons who
were the shareholders of
the Company immediately prior
to such reorganization, merger or
consolidation do not, immediately
thereafter, own more than 50% of the combined
voting power entitled to vote generally in
the election of directors of the reorganized,
merged or consolidated Company's then outstanding voting securities, (2)
a liquidation or dissolution of
the Company, or (3) the
sale of all or substantially all
of the assets ofthe Company, unless
the approved reorganization, merger,
consolidation, liquidation, dissolution or sale is
subsequently abandoned.


 


(d) 
The approval by
the Board of the
sale, distribution and/or other
transfer or action (and/or
series of sales,
distributions and/or other
transfers or actions from
time to time or over
a period of time), then results
in the Company's ownership of
less than 50% of the Company's
assets.


 


6.  Restrictive
Covenants.


 


6.1  Nondisclosure.  During her employment and for six (6) months thereafter,
Executive shall not divulge, communicate, use to the detriment of the Company
or for the benefit
of any other person or persons,
or misuse in any way, any
Confidential Information (as hereinafter defined)
pertaining to the business of the Company.
Any confidential information now or hereafter acquired by
the Executive with respect to the business of the Company
shall be deemed a valuable, special and unique asset of the Company
that is received by the Executive in months of Executive's base
salary.






    	 



    	 



    

 


Page
4


Employment
 Agreement


CathrynJ.
Kennedy



 


4.4  Termination Without Cause.  At any time the Company shall have the right to
terminate Executive's employment
hereunder by written notice to
Executive; provided, however, that the Company
shall pay to Executive in a lump
sum within thirty (30) days an amount
equal to six (6) months salary calculated at the current
pay rate.  The Company shall be deemed to
have terminated the Executive's employment pursuant to this
Section if such employment is terminated by the Company without cause or by
the Executive voluntarily for
"good reason". For purposes of this Agreement, "good reason" means
the following:


 


(a) 
The assignment to
the Executive of
any duties significantly 
inconsistent in any respect
with the Executive's
position (including status,
offices, titles and
reporting requirements), authority, duties or responsibilities as
contemplated by Section 1.2 of this Agreement, or
any other action by the
Company which results in
a significant diminution in
such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial
and inadvertent action not
taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof
given by the Executive;


 


(b)  Any
failure by the
Company to comply
with any of
the provisions of
Section


2,
Section 3, Section
7 or Section
17 of this
Agreement, other than
an isolated, insubstantial
and inadvertent failure not occurring
in bad faith and which is remedied by the
Company promptly after receipt of notice thereof
given by the Executive;


 


(c) 
Any purported termination by
the Company of
the Executive's employment otherwise
than as expressly
permitted by this
Agreement;


 


(d)  Any
failure by the
Company to comply
with and satisfy
Section 10 of
this Agreement; or


 


(e) 
Any termination by
the Executive for
any reason during
the three-month period following
the effective date
of any "change in control".


 


Inaddition
to other rights the Executive has pursuant to this Section 4.4, if the Executive
is terminated by the Company pursuant to this
Section 4.4, or if the Executive
terminates her own employment for "good reason" pursuant to Section
4.4(e) with regard to "change in control", if on the date
of termination the Executive has
worked for the Company less than three
years from the date of this
Agreement, the Executive shall be entitled to receive
the shares of stock
she would have received under Section 2.2 if she
had been employed for a full three years from the date of this Agreement.


 






    	 



    	 



    

 


Page
3


Employment
 Agreement


CathrynJ.
Kennedy



 


and
benefits.  You will
be entitled to
whatever benefits may
be provided to
you in accordance with
the terms of
these plans and
benefits as amended
from time to
time.


 


3.4 
Mandatory Leave of
Absence.  In the
event Executive is
placed on leave
of absence, Executive shall
continue to be paid
her salary and
stock as described in 2.1 and 2.2
of this Agreement.


 


4.  Termination.


 


4.1 
Termination for Cause.
Notwithstanding anything contained
to the contrary
in this Agreement, this
Agreement may be
terminated by the
Company for Cause. 
As used in this Agreement, "Cause"
shall only mean an
act or acts of personal dishonesty
taken by the Executive and
intended to result in substantial personal
enrichment of the Executive
at the expense
of the Company. Repeated violation
by the Executive of the Executive's material obligations under
this Agreement which are demonstrably willful and
deliberate on the Executive's
part and which are not remedied
in a reasonable period of time after
receipt of written notice from the Company or the conviction
of the Executive for
any criminal act which
is a felony may be
cause for termination. For purpose of the preceding sentences, criminal acts
shall not include
any acts that violate any U.S.
Federal laws or state laws that are related
in any way to cannabis.  Upon a
valid determination by the Company's
Board of Directors of
any state that cause exists
under the preceding sentences, the
Company shall cause a special meeting
of the Board to be called
and held at a time mutually convenient to the
Board and Executive, but
in no event later than
ten (l0) business days after
Executive's receipt of adequate notice.
The Executive shall
have the right to appear before such special
meeting of the Board with
legal counsel of her choosing to refute
any determination of cause
specified in such notice and any
termination of Executive's employment by reason of
such cause. Determination shall not be in
effect until Executive is afforded such opportunity
to appear.  Any termination for cause
shall be made in writing to Executive.
 The notice shall
set forth in detail
all acts or omissions upon which the
Company is relying for suchtermination. Upon any
termination pursuant to this Section,
the Executive shall
be entitled to
be paid her base salary to the date of termination.


 


4.2 
Disability.  Notwithstanding anything
contained in this
Agreement to the
contrary, the Company, by
written notice to
the Executive, shall
at all times
have the right
to terminate this Agreement, and
the Executive's employment hereunder,
if the Executive shall, as the
result of mental or physical incapacity,
illness or disability, fails to
perform her duties and
responsibilities provided for herein for
a period of more than sixty (60) consecutive days
in any 12-monthperiod. Upon
any termination pursuant to this
Section, 4.2, the Executive shall be
entitled to be paid
her base salary to the
date of termination, plus six (6)
months of Executive's base salary.


 


4.3  Death.  In the event of the death of the Executive during the term of her
employment hereunder, the Company shall pay to the estate of the deceased
Executive an amount equal to the sum
of (1) any unpaid amounts of her
base salary to the date
of her death, plus six (6)
personal investments, so long as such activities
do not significantly interfere with the
performance of the Executive's
responsibilities as an employee of the
Company in accordance with this
Agreement.






    	 



    	 



    

 


Page
2


Employment
 Agreement


CathrynJ.
Kennedy



 


1.3 
Place of Performance. 
In connection with
her employment by
the Company, the Executive
shall be based
at the Company's principal executive
offices in Las Vegas, NV
except for travel reasonably necessary in
connection with the Company's business, or
as otherwise agreed by the parties.


 


2.  Compensation.


 


2.1 
Base Salary.  Commencing
on the effective
date of this
Agreement, the Executive shall
receive a base
salary of $8,500 for three (3)
months ending 02/18/15; $10,000 for the next three
(3) months to 05/15115; thereafter,
$13,333 until Executive's next annual raise
at 06/15/16. Executive's annual salary will
be raised on 06/15/16 to $170,000 per year and
on 06/15117 to $180,000 per year.


 


2.2  Restricted
Stock Grant. As compensation for entering into this Agreement, the
Company hereby grants to the Executive 100,000 shares of the common stock
of the Company that is currently
traded on the Over-the-Counter
Bulletin Board under the symbol, "GBLX". Certificates representing
100,000 shares of the stock shall
transfer to the Executive upon signing
of this Agreement. 100,000 shares of the
stock shall transfer to the Executive on the first
anniversary of the execution of this Agreement and 300,000 shares of stock shall
transfer to the Executive on the second anniversary of the execution of
this Agreement. The stock is
restricted as defined by the Rules and Regulations
promulgated under the Securities Act of
1933, as amended.


 


3.  Expenses.
Reimbursement and other
Benefits.


 


3.1 
Expense Reimbursement.  During
the term Executive's
employment hereunder, the Company
upon the submission
of reasonable supporting
documentation by the Executive, shall reimburse the Executive for
all reasonable expenses actually
paid or incurred by the Executive
in the course of and pursuant to
the business of the Company, including expenses
for travel and entertainment.


 


3.2 
Vacation.  During the
initial term of
one year, the
Executive shall be
entitled to paid vacation
in accordance with
the most favorable plans, policies, programs
and practices of the Company as in
effect at any time
hereafter with respect
to other key
executives of the Company provided, however,
that in no event shall Executive be entitled
to fewer than three weeks paid
vacation per year.


 


3.3 
Benefit Plans.  The
Company provides its executives
certain employee benefit
plans and fringe benefits. 
Company reserves the
right to amend,
modify or terminate any of
these plans


 






    	 



    	 



    

 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement is
entered into on
this 18day
of November, 2014,
by and between GROWBLOX SCIENCES,
INC., a Delaware corporation,
(hereinafter "Company") and CATHRYN J.
KENNEDY, (hereinafter ''Executive''), all of whom
are collectively referred to herein as ''the
Parties" .


 


RECITALS


 


WHEREAS,
the Board of
Directors of the
Company, (hereinafter "Board"),
desires to assure
the Company of the Executive's
continued employment in
an executive capacity
and to compensate her therefore.


 


WHEREAS, the
Board has determined
that this Agreement
will enforce and
encourage the


Executive's continued
attention and dedication
to the Company.


 


WHEREAS, the
Executive is willing
to make her
services available to
the Company on
the terms and conditions
hereinafter set forth.


AGREEMENT


 


NOW THEREFORE,
in consideration of
the mutual premises
and mutual covenants
herein, the


Parties hereto
agree as follows:


 


1.  Employment.


 


1.1  Employment and Term. The Company hereby agrees to employ the Executive with
a start date of November
18, 2014.  The Executive was
promoted to Chief Financial Officer
on December 06, 2014, and in such capacity, Executive agrees to provide
services to the Corporation for the employment period beginning on November 18,
2014 and ending December 06, 2017, the termination
date, or such later date as may be agreed
to by the Parties within 120 days prior to the termination date.


 


1.2 
Duties of Executive. 
The Executive shall
serve as the Chief
Financial Officer of the
Company, subject to
the preceding sentence,
during the term
of employment, the Executive shall diligently perform all
services as may be reasonably assigned to her by the
Board and shall exercise such power and authority as may from time
to time be
delegated to her by the Board.
The Executive shall be
required to report solely to, and
shall be subject solely to the
supervision and direction of the Board and no other person or
group shall be
given authority to supervise or direct
Executive in the performance of her duties. Inaddition, the
Executive shall regularly consult with the
Board with respect to the
Company's business and affairs. The
Executive shall devote her working time
and attention as she deems appropriate to the
business and affairs of the Company, render such services
to the best
of her ability and use her reasonable best
efforts to promote the interests of the
Company. Itshall not be a violation of this Agreement forthe Executive to (A)
serve on corporate, civic
or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements orteach at educational institutions, and (C)  manage