Exhibit 10.2 


EMPLOYMENT AGREEMENT OF DEREK PORTER


This Employment
Agreement (“Agreement”) is made and entered into as of ___________, 2017 (“Effective Date”),
by and between Security Grade Protective Services, Ltd. (“Company”), with an address at 10200 E. Girard Ave.,
Suite B420, Denver, CO 80231, and Derek Porter (“Employee”), residing at _____________________________________.


RECITALS


WHEREAS, on the
Effective Date, the Company and Employee, among other parties, entered into that certain Membership Interest Purchase Agreement
(“MIPA”).


WHEREAS, this Agreement
is an exhibit to and an integral part of the MIPA.


WHEREAS, the Company
and the Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between
the Company and the Employee.


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein and continued in the MIPA, including the Exhibits thereto,
which the parties incorporate by reference as if fully set forth herein, along with other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1.       Company
Duties. Employee’s title with the Company shall be Chief Executive Officer, unless reasonably modified by Chief Executive
Officer (“CEO”) for the parent company, Helix TCS, Inc. (“Parent Company”). Employee shall
report to the CEO on behalf of the Company and, to the extent requested by the Company, on behalf of the Parent Company and any
other related entity, Employee shall work with the CEO to develop and implement strategic initiatives for the Company and the Parent
Company. The scope of duties will cut across operational and titular categories, and will include, but will not be limited to,
developing the Parent Company’s competitive intelligence platform (with the assistance of the CEO), strategic client acquisition,
strategic market development, acquisition due diligence, post-acquisition leadership, direct competitive actions and any other
task as required and appropriate to the Employee’s capabilities. (“Company Duties”).


2.       Term.
Employee agrees to employment with the Company and to perform the Company Duties for a period of at least one (1) year from the
Effective Date (“Term”). On the anniversary of the Effective Date, the parties may (but are not required to)
renegotiate the terms of Employee’s employment with the Company. For the avoidance of doubt, following one (1) year from
the Effective Date, Employee shall be terminable at will by the Company.


3.       Compensation


You shall serve at the reasonable direction
of the CEO of Helix TCS for so long as you are an employee of the Company and you shall be entitled to the following:


		(i)	a base salary (a “Base Salary”) at a rate of $110,000 annually, raised annually
by an amount to be agreed by DP and the Helix TCS CEO;



		(ii)	a retention bonus of $200,000.00 at the end of the ninth (9th) month of employment.







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(ii)       in
the event of new revenue over the prior year to the Company and/or the Parent Company exceeding $500,000 that was generated primarily
through the efforts of Employee, Employee shall receive a year-end bonus of $15,000;


(iii)       in
the event of new revenue over the prior year to the Company and/or the Parent Company exceeding $1,000,000 that was generated primarily
through the efforts of Employee, Employee shall receive a year-end bonus of $35,000; and


(iv)       stock
bonuses in the Parent Company in the sole discretion of the Parent Company’s CEO and compensation committee.


4.       Benefits


You shall be eligible to participate,
in accordance with their terms, in all group medical and health plans, discretionary bonus and such other employment benefits,
if any, as are maintained from time to time by the Company for employees performing comparable services for it, provided that the
Company shall at all times be free to terminate, modify or amend such plans in accordance with the provisions thereof. Notwithstanding
anything contained within the Company’s current vacation policy, you shall be entitled to fifteen (15) days of paid vacation
plus five (5) days of sick leave.


With respect to health insurance, you
shall be entitled to individual coverage as provided for in the Company’s then current health insurance plan, at the same
rate as other employees of the Company, and you may, at your cost, add your spouse and eligible children, as well as elect to add-on
dental, disability or other coverages made available to Company employees from time to time, in which case the cost of such additional
coverages shall be deducted from your pay.


5.       Board
of Directors of Parent Company. Commencing on the sixty-first (61st) day following the Effective Date and during the Term,
Employee shall be entitled to a position as a member of the Board of Directors with the Parent Company, which position shall be
terminable at the sole discretion of the CEO. Employee acknowledges that his position as a member of the Board of Directors may
impact his ability to sell stock of the Parent Company.


6.       Representations
and Warranties


Employee represents and warrants to
the Company that as of the date of this Agreement and as of the Effective Date, except as disclosed in writing by Employee to the
Company, that:


(i)       Employee
is not a party to any legal or administrative action instituted or taken against Employee by any person, organization, regulatory
body or court, excepting minor traffic offenses; is not aware of any threatened legal or administrative actions that may be instituted
or taken against him by any person, organization, regulatory body or court, excepting minor traffic offenses; has no knowledge
or awareness of any facts that could cause or support any person, organization, regulatory body or court to institute or take legal
or administrative action against him, excepting minor traffic offenses;






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(ii)       Employee
have never been indicted for or convicted of a misdemeanor or felony other than with respect to a traffic violation;


(iii)       Employee
is not currently a debtor in bankruptcy;


(iv)       Employee
is not currently addicted to any illegal drug or substance or any other substance which may impair Employee’s judgment or
impact your Company Duties;


(v)       the
execution of this Agreement and the performance of Employee’s Company Duties hereunder, does not and will not violate or
be a breach of any agreement with a former employer, client or any other person or entity;


(vi)       Employee
shall reasonably serve the Company with his best efforts, in good faith and with fidelity, and shall reasonably serve and promote
the Company’s business and interests, shall reasonably conduct business in accordance with the Company’s directives,
policies and directions as are or may come to be in effect; and shall reasonably conduct business in full and complete compliance
with all laws, rules, regulations, directives and interpretations of the Company’s supervisory management.


7.       Termination.


7.1     Voluntary
Termination by Employee. The Employee may voluntarily terminate employment with the Company at any time (“Voluntary Termination”).


In the event of a Voluntary Termination
by Employee, the Employee shall forfeit any outstanding portion of the Base Salary, shall no longer be eligible for any Company
benefits.


7.2     Death
or Disability. In the event of the Employee’s death or Disability during the Term, the Company may terminate the Employee
without liability or obligations relative to any remaining unearned Base Salary or benefit. However, in the event of death or Disability,
the Employee shall be entitled to all other consideration provided for and pursuant to the terms of the MIPA as if the Employee
had not died or did not suffer from a Disability. For purposes of this Section 7.2, Disability shall mean a physical or mental
conduction that materially limits the Employees ability to perform his job functions (without consideration of reasonable accommodations)
for a period of at least 30 days as determined by a qualified medical professional selected by the Company to examine the Employee.
In the event of death, the Employee shall be deemed automatically terminated. In the event of Disability, the Company shall provide
the Employee notice of termination based upon such Disability.


7.3     With
Cause Termination. The Company shall be permitted to terminate this Agreement only for “Cause”, and shall provide
Employee written notice of his termination for Cause and the basis therefore. “Cause” shall mean:


(i)       a
willful failure by the Employee to comply with the Company’s written policies or the lawful directives of the Company, insubordination,
refusal to take lawful direction from the CEO, and such conduct, if curable, remains uncured for thirty (30) days after receipt
of written notice from the Company;


(ii)        prolonged
or repeated absence from work beyond those allowed for under applicable sick, vacation, or other policies and allowances;


(iii)       conviction
of a felony or a crime involving moral turpitude by a court of competent jurisdiction;


(iv)        material
breach or default in the performance of your obligations under this Agreement; or


(v)       any
act of misappropriation, embezzlement, intentional fraud or similar conduct involving the Company.






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7.4     Forfeiture.
In the event of a termination for Cause, the Employee shall forfeit any unearned portion of the Base Salary, shall no longer be
eligible for any Company benefits,


7.5     Disputes
Regarding Termination.


(a)       Procedure.
Upon receipt of a termination notice pursuant to this Section 7 (“Termination Notice”), the Employee shall have thirty
(30) days to dispute the basis for termination in a writing delivered to the Company (“Dispute Notice”). If the Employee
fails to provide the Company a Dispute Notice within such thirty (30) day period, then, notwithstanding anything to the contrary
contained herein, the Employee will be deemed terminated on the basis set forth in the Termination Notice. If a Dispute Notice
is provided by the Employee to the Company within thirty (30) days of receipt of the Termination Notice, then (a) the dispute will
be resolved as provided in this Section 7.1.5, (b) all Employee compensation and all consideration under the MIPA which is contingent
on Employee’s employment as of the date such consideration is provided shall be escrowed by the Company pending adjudication
of the dispute, (c) if the grounds for termination are upheld, then the Termination Notice shall thereupon become effective immediately
and (d) if the grounds for termination are not upheld, then the Termination Notice shall be of no force and effect and Employee
shall be entitled to immediate payment of all escrowed compensation and consideration.


(b)       Arbitration.
Any controversy or dispute among the parties arising out of or relating to this Agreement, any alleged breach hereof, the enforcement
of interpretation hereof, including whether Cause exists pursuant to 6.1.4 and the validity, enforceability and scope of this arbitration
provision, whether sounding in contract, tort, or otherwise, which cannot be resolved among the parties, shall be resolved by binding
arbitration pursuant to the Federal Arbitration Act. The arbitration shall be administered by the American Arbitration Association
(“AAA”) in Denver, Colorado, before a sole arbitrator, selected by the Company, in accordance with the Commercial Arbitration
Rules of the AAA. Arbitration in accordance with the foregoing shall be the exclusive forum for the resolution of such dispute;
provided, however, that provisional injunctive relief may, but need not, be sought by any party to this Agreement in a court of
law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective
until otherwise modified by the arbitrator; provided, however, that such provisional injunctive relief shall be sought in aid and
in advance of the arbitration only. Final resolution of any dispute through arbitration may include any remedy or relief which
the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes; provided,
that it is expressly agreed that the arbitrator shall have no authority to award punitive or exemplary damages, and the parties
hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. At the conclusion
of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which
the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator hereunder shall be final and binding
on the parties hereto, may be entered as a judgment or order in any court of competent jurisdiction, and may be enforced by any
court of competent jurisdiction; provided, however, that no such order is necessary to effect a Termination for “Cause”.
The arbitrator shall award to the prevailing party in any such arbitration such party’s reasonable Fees and Costs incurred
by it in connection with resolution of the dispute, in addition to any other relief granted. For these purposes, “Fees and
Costs” includes (i) reasonable attorneys’ fees and costs, other legal fees and costs, the fees and costs of witnesses,
accountants, experts, and other professionals, and other forum costs incurred in the arbitration; (ii) all of the foregoing whether
incurred prior to or subsequent to the initiation of arbitration; and (iii) all such fees and costs incurred in obtaining provisional
injunctive relief. It is understood that certain time entries that may appear in the billing records of such party’s legal
counsel may be redacted to protect attorney-client or work-product privilege, and this shall not prevent recovery for the associated
billings (and if necessary, the arbitrator may require that such records be submitted to the arbitrator for in camera review by
the arbitrator). THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE HEREBY WAIVING ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,
OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT.






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8.       Confidential
Information and Restrictive Covenants. Employee covenants and agrees to maintain all Company Information as confidential and
to return all Company Information upon termination. "Confidential Information" means trade secrets, proprietary information
and information belonging to the Company that are not generally known to the public, including, but not limited to, customer account
information concerning business plans, financial statements and other information obtained by Employee in connection with his employment
by the Company, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists or
other business documents which the Company treats as confidential, in any format whatsoever, including oral, written, electronic
or any other form or medium. Employee further covenants and agrees to comply with the Non-Competition provision of the MIPA, Section
8.3.2.


9.       Miscellaneous


a.       In
the event of a merger, consolidation or reorganization of the Company, the Company may reasonably assign this Agreement.


b.       Each
of the parties hereto has been represented by counsel of its/their own choice, or has had the opportunity to be represented by
counsel and to seek advice in connection with the negotiations for, and in the preparation of, this Agreement and that he, she,
or it has read this Agreement and that he, she or it is fully aware of its contents and legal effects.


c.       The
drafting and negotiation of this Agreement has been undertaken by all parties hereto and their respective counsel. For all purposes,
this Agreement shall be deemed to have been drafted jointly by all of the parties hereto with no presumption in favor of one party
over another in the event of any ambiguity.


d.       This
Agreement is binding in all respects upon, and shall inure to the benefit of, the Parties and their successors, heirs, and assigns.


e.       This
Agreement constitutes the Parties’ entire agreement with respect to the subject matter hereof and is a complete merger of
all offers, counteroffers, negotiations and agreements.


f.       The
Parties agree to take any and all actions as may be reasonably required to implement this Agreement.


g.       This
Agreement may not be amended except in a writing signed by the authorized representatives of the Party against whom an amendment
is to be enforced.


h.       This
Agreement shall be construed pursuant to Colorado law without reference to its conflict of laws principles.


i.       The
descriptive headings and paragraph numbers used herein are for convenience or reference only and shall not by themselves control
or affect the meaning or construction of any provision of this Agreement. As used in this Agreement, the singular shall include
the plural, and the masculine shall include the feminine and neuter gender.


j.       This
Agreement may be signed in identical counterparts, all of which, together, shall constitute one and the same instrument and such
counterparts may be transmitted by telecopy or by e-mail pdf, the telecopy or pdf having the full force and effect, as if it were
an original.






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IN WITNESS WHEREOF,
each of the parties hereto has executed this Agreement on the date set forth opposite his, her, or its name below.


 





	HELIX
    TCS, INC.	 	EMPLOYEE
	 	 	 
	 	 	 
	By:	 	Derek Porter




 



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