EXHIBIT
10.20


 


January
17, 2017


 


Lyons
Capital, LLC (Sophisticated Consulting Services)


7239
San Salvador Dr. - Suite 100


Boca
Raton, FL 33433


jason@lyonscapital.com


www.wallstconference.com


 


	 	Re:	Engagement
    Letter - Effective Date 01/17/17


 


This
is to confirm that Lyons Capital, LLC will be retained for consulting services set forth below, by: eWellness Healthcare Corporation.
(EWLL or the “Company”) for a sixth-month term commencing on the date hereof:


 


Lyons
Capital, LLC (“Lyons Capital” or the “Consultant”) will receive 75,000 restricted Rule 144 shares (the
“Shares”) in consideration for Services being rendered.


 


Services
rendered will include; Introductions to Brokers, Research coverage, Funds, Investment Banking firms, Market makers and Business
developments opportunities (collectively, the “Professionals”). Lyons Capital is not a Broker/Dealer and will not
be acting as one. Lyons Capital does not engage in web base, hype promotion.


 


Lyons
Capital guarantees at least an introduction to over 100 such Professionals and a presentation speaking slot with a Gold sponsorship
at the 2017 Wall Street Conference.


 


The
Company undertakes and agrees to use its best efforts to remain compliant in their filings under the Securities Exchange Act of
1934 (the “Exchange Act”) and that Company counsel will issue a Rule 144 opinion after 6 months.


 


The
Shares constitute a retainer and commencement incentive and consideration now earned, due and owing to Consultant for entering
into this Agreement and allocating its professional time and resources for the benefit of the Company during the Initial Term.
The Company acknowledges that Consultant must forego other opportunities to enter into this Agreement. As such, the Shares are
deemed irrevocably and fully-earned as of the Effective Date, and any calculation of the statutory holding period for removal
of restrictive legend under Rule 144 promulgated under the Securities Act of 1933, shall be measured from the Effective Date of
this Agreement.


 


As
a condition of accepting these shares for deposit to the account of Lyons Capital LLC carried by your clearing firm, you have
requested this letter which serves to confirm the authenticity of the certificates evidencing the Shares referenced above.


 


eWellness
Healthcare Corporation confirms that the above-referenced Shares are being/have been issued without encumbrance, are fully paid
and non-assessable Shares and upon satisfaction of the six-month holding period set forth in Rule 144(d) will be eligible to have
the restrictive legend removed and to be freely tradable. Any restrictive legend currently existing on said Share certificate,
upon satisfaction of the aforementioned Rule 144(d) holding period, will be fully eligible to be lifted under the provisions of
Section 4(1) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 144 promulgated by the Securities and
Exchange Commission under the Act. Further, there is no action, proceeding or investigation pending or threatened which questions
the validity of the issuance of the Shares to Lyons Capital LLC or any of the forgoing representations.


 


eWellness
Healthcare Corporation hereby acknowledges that for purposes of settling the contemplated sale transaction by Lyons Capital LLC
that eWellness Healthcare Corporation has no claims pending that would adversely affect the settlement of any sale transaction
engaged in by Lyons Capital LLC. eWellness Healthcare Corporation further acknowledges and agrees that there is no other agreement
or understanding between Lyons Capital LLC and eWellness Healthcare Corporation that would preclude Lyons Capital LLC from selling
or otherwise disposing of Shares represented above.


 


We
look forward to working with you.


 


	/s/
    Jason S. Lyons	 
	Jason
    S Lyons	 
	Chairman,
    Lyons Capital LLC	 


 


	Agreed to and Accepted by	 
	eWellness Healthcare Corporation,
    by:	 
	By:	/s/
    Darwin Fogt	 
	Name:	Darwin Fogt	 
	Title:	Chief
    Executive Officer	 


 




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