Exhibit 10.4


 


MEDICAL MARIJUANA ESTABLISHMENT


MANAGEMENT AGREEMENT


 


This MEDICAL
MARIJUANA ESTABLISHMENT MANAGEMENT AGREEMENT ("MANAGEMENT
AGREEMENT") is entered into this 17th day of August, 2015, by and between and COMPASSIONATE TEAM OF LAS VEGAS LLC, A
NEVADA LIMITED-LIABILITY COMPANY ("COMPASSIONATE TEAM"), and GROWBLOX SCIENCES, INC., A DELAWARE CORPORATION
("GROWBLOX SCIENCES").


 


SECTION I 


COMPASSIONATE TEAM'S MATERIAL REPRESENTATIONS

AND INITIAL OBLIGATIONS


 


A.           COMPASSIONATE
TEAM was granted a Provisional Medical Marijuana Establishment Registration Certificate pursuant to NRS CHAPTER 453A and NAC CHAPTER
453A for Cultivation on Monday, November 3, 2014 by the State of Nevada Department of Health and Human Services Division
of Public and Behavioral Health relating to the Real Property located at 2601 Highland Drive, Las Vegas, Clark County, Nevada.
Such Real Property is located in the Incorporated Area of the City of Las Vegas, Nevada.


 


B.           COMPASSIONATE
TEAM agrees to provide written proof of A. above to GROWBLOX SCIENCES upon execution hereof.


 


C.           COMPASSIONATE
TEAM was approved for a Special Use Permit and a Compliance Permit for Cultivation on Tuesday, October 28, 2014 by the
City of Las Vegas City Council relating to the Real Property located at 2601 Highland Drive, Las Vegas, Clark County, Nevada.
Such Real Property is located in the Incorporated Area of the City of Las Vegas, Nevada.


 


D.           COMPASSIONATE
TEAM agrees to provide written proof of C. above to GROWBLOX SCIENCES upon the execution hereof.


 


E.           COMPASSIONATE
TEAM desires that GROWBLOX SCIENCES provide management services for the Marijuana Establishment, which is currently only for Cultivation,
located at 2601 Highland Drive, Las Vegas, Clark County, Nevada.


 


F.           COMPASSIONATE
TEAM agrees to cooperate in good faith and within reasonable time periods with GROWBLOX SCIENCES to achieve any and all objectives
of this MANAGEMENT AGREEMENT. In order to confirm such timing COMPASSIONATE TEAM will provide all documents and paperwork regarding
the Licenses and Permits to GROWBLOX SCIENCES as soon as possible.


 




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SECTION II


GROWBLOX SCIENCES' MATERIAL
REPRESENTATIONS


AND INITIAL OBLIGATIONS


 


A.           GROWBLOX
SCIENCES has adequate knowledge and expertise in the Medical Marijuana Industry to manage a Medical Marijuana Establishment for
Cultivation, located at 2601 Highland Drive, Las Vegas, Clark County, Nevada.


 


B.           
GROWBLOX SCIENCES agrees to cooperate in good faith and within reasonable time periods with COMPASSIONATE TEAM to achieve any and
all objectives of this MANAGEMENT AGREEMENT.


 


SECTION III

INITIAL CAPITALIZATION REFUND


 


A.           The
Parties recognize that COMPASSIONATE TEAM has provided a deposit of TWO HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($250,000.00)
for the Medical Marijuana Establishment located at 2601 Highland Drive, Las Vegas, Clark County, Nevada, and that same
will be returned to COMPASSIONATE TEAM as soon as such return is permitted by law.


 


SECTION IV

ADDITIONAL MATERIAL CONDITIONS, COVENANTS AND TERMS


 


A.           GROWBLOX
SCIENCES will manage the operations of the Medical Marijuana Establishment for Cultivation, located at 2601 Highland
Drive, Las Vegas, Clark County, Nevada. However, responsibility and control of all operations shall reside with COMPASSIONATE
TEAM as licensee. GROWBLOX SCIENCES agrees to conduct all management services of the Medical Marijuana Establishment in good faith
and in compliance with all local and state regulations and laws.


 


B.           GROWBLOX
SCIENCES will provide all capital funding to the Medical Marijuana Establishment for Cultivation, located at 2601 Highland
Drive, Las Vegas, Clark County, Nevada, to become fully operational.


 


C.           "Profits"
as are subsequently defined in this MANAGEMENT AGREEMENT, shall be divided as follows:


 




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	GROWBLOX SCIENCES	 	 	70	%
	COMPASSIONATE TEAM	 	 	30	%
	 	 	 	 	 
	TOTAL	 	 	100	%



 


Profits shall be distributed to the parties on a
quarterly basis and shall be accompanied by a detailed written statement of the amounts due to each party. Such statement shall
be accompanied by a remittance of such amount as shown to be due. Each statement and amount shall be rendered within ten (10) days
following the last business day of the quarter. If either party requires an independent review of the amounts set forth in any
detailed written statement, such will be provided at the challenging party's cost unless the review evidences more than a five
percent (5%) deviation in the amount which should have been paid, then the non-challenging party shall be responsible for the costs
of the audit in addition to payment of any additional amounts owed. The Parties agree that any information, books, records and/or
other documents reviewed during the audit are privileged, confidential and proprietary and cannot be disclosed to any third party
except for an independent professionals.


 


D.           "Profits"
are defined as net sales receipts after deduction of Operating Expenses, cost of goods sold, and other actual cost or expenses.


 


E.            "Operating
Expenses" shall be defined in a typical manner that is reasonably satisfactory to both COMPASSIONATE TEAM and GROWBLOX SCIENCES
but shall not include any GROWBLOX SCIENCES executive salaries who are not directly employed by COMPASSIONATE TEAM or major expenses
not previously approved by both Parties, which approval shall not be unreasonably withheld.


 


F.            COMPASSIONATE
TEAM shall have the right to terminate this Agreement at any time for cause, which termination shall be effective immediately.
Termination for "Cause" shall include termination for;


 


(i)       any
material breach of this Agreement;


 


(ii)      intentional
nonperformance or misperformance of GROWBLOX SCIENCES management duties, or refusal to abide by or comply with the company's policies
and procedures and/or any local or state laws or regulations;


 




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(iii)     A
judicial finding of GROWBLOX SCIENCES' willful dishonesty, fraud or misconduct with respect to the business or affairs of the company,
that materially and adversely affects the company and its licenses;


 


(iv)     The
entry against GROWBLOX SCIENCES AND any affiliate involved in the Management of the Facility by a court of competent jurisdiction
of a decree or order constituting an adjudication of bankruptcy under federal bankruptcy law or of insolvency under any state insolvency
law;


 


(vi)     GROWBLOX
SCIENCES AND any affiliate involved in the management in the facility consent to the filing or a reorganization insolvency, or
bankruptcy proceeding or the appointment of a conservator, custodian, receiver, liquidator, trustee or assignee in bankruptcy under
any applicable federal or state law;


 


(vii)    Conviction
of any of GROWBLOX SCIENCES sitting officers, employees or agents of any felony;


 


Cause will not, however, include any actions or circumstances
constituting Cause under (i) or (ii) above if GROWBLOX SCIENCES cures such actions or circumstances within thirty (30) days of
receipt of written notice from COMPASSIONATE TEAM or any regulatory authority setting forth the actions or circumstances constituting
Cause. In the event the services rendered under this Agreement are terminated for Cause, GROWBLOX SCIENCES shall thereafter have
no right to receive compensation or other benefits under this Agreement.


 


The parties acknowledge that GROWBLOX SCIENCES will
arrange secured financing for the construction of the facility, which will be repaid solely from GROWBLOX SCIENCES' share of the
profits. Notwithstanding the foregoing, in the event of any termination, any such debt that is unrepaid at the time of such termination
will be repaid in full according to its terms within 90 days of such termination.


 




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SECTION V


POSSIBLE ADDITIONAL MEDICAL MARIJUANA
ESTABLISHMENTS, AND

RELATED MATERIAL CONDITIONS, COVENANTS AND TERMS


 


A.           If
and until any subsequent Medical Marijuana Establishment Registration Certificate, Special Use Permit, Compliance Permit, Business
License, Certificate of Occupancy, or any other requirement is issued, approved, granted and/or satisfied by the State of Nevada
Department of Health and Human Services Division of Public and Behavioral Health and the City of Las Vegas, the entire premises
located at 2601 Highland Drive, Las Vegas, Clark County, Nevada and consisting of two (2) floors will be used only
for Cultivation.


 


B.           However,
the Parties hereto, or either of them in cooperation with the other, may apply for a Medical Marijuana Establishment Registration
Certificate, Special Use Permit, Compliance Permit, Business License, Certificate of Occupancy, or any other requirement with the
State of Nevada Department of Health and Human Services Division of Public and Behavioral Health and the City of Las Vegas, for
Production and/or a Dispensary at the facility located at 2601 Highland Drive, Las Vegas, Clark County, Nevada.
Neither party shall apply for such licensure without first notifying the other party hereto and providing said party with a right
of first refusal to operate the additional license together.


 


C.           In
the event that a Production and/or a Dispensary License is/are granted, premises space for same will be provided for.


 


D.           GROWBLOX
SCIENCES will provide the necessary capital funding in the form of a Loan and/or Loans. Such Loan and/or Loans will be repaid by
from 100% of First cash receipts from the operations.


 


E.           After
GROWBLOX SCIENCES is repaid pursuant to the foregoing, and receives a reasonable fee for overseeing the management of the operations,
"Profits" as previously defined in this MANAGEMENT AGREEMENT, will be divided as follows:


 


	GROWBLOX SCIENCES	 	 	50	%
	COMPASSIONATE TEAM	 	 	50	%
	 	 	 	 	 
	TOTAL	 	 	100	%



 




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F.           In
the event that any Medical Marijuana Establishment Registration Certificate, Special Use Permit, Compliance Permit, Business License,
Certificate of Occupancy, or any other requirement with the State of Nevada Department of Health and Human Services Division of
Public and Behavioral Health and the City of Las Vegas (other than for Production or a Dispensary) regarding 2601 Highland
Drive, Las Vegas, Clark County, Nevada is granted, or in the event that GROWBLOX SCIENCES effects some other use for 2601 Highland
Drive, Las Vegas, Clark County, Nevada property, GROWBLOX SCIENCES warrants that the exploitation of any of such or use will not
compromise the existing or prospective economic advantage(s) for COMPASSIONATE TEAM.


 


G.           The
Parties agree that if GROWBLOX SCIENCES is able to get the facility located at 2601 Highland Drive, Las Vegas, Clark County,
Nevada timely open as a cultivation facility and the facility is able to become profitable within nine (9) months following opening
that GROWBLOX SCIENCES will be entitled to submit an application for approval of a fifty percent (50%) ownership interest in COMPASSIONATE
TEAM and all transfer applications required by any relevant governmental authority necessary to effectuate the purposes hereof
will be expeditiously completed. Upon approval of such transfer all arrangements between these parties, including but not limited
to the provisions of Section IV hereof, will be adjusted to accommodate the effects of such transfer. GROWBLOX SCIENCES shall be
wholly responsible for any and all expenses, professional fees, attorneys fees or costs which are incurred to transfer ownership
and said expenses will not be paid or reimbursed by COMPASSIONATE TEAM.


 


SECTION VI

OTHER MISCELLANEOUS MATTERS


 


A.           Governing
Law. This MANAGEMENT AGREEMENT shall be governed and construed in accordance with the laws of the State of Nevada.


 


B.           Notices.
Any notice required or permitted to be given regarding this MANAGEMENT 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


 




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Certified Mail, Return Receipt Requested, Postage
Prepaid, addressed as follows:


 


COMPASSIONATE TEAM OF LAS VEGAS LLC


ATTENTION: SHAHROM P. MASHOUF, MANAGER


810 South Casino Center Boulevard


Las Vegas, Nevada 89101–_______


 


GROWBLOX SCIENCES, INC.


ATTENTION: Craig Ellins


6450 Cameron Street, Suite 110


Las Vegas, Nevada 89128


 


C.           Assignment.
This MANAGEMENT AGREEMENT shall not be assignable by COMPASSIONATE TEAM. However, this MANAGEMENT AGREEMENT may be assignable to
a Subsidiary and/or Related Entity of GROWBLOX SCIENCES. This MANAGEMENT AGREEMENT shall inure to the benefit of and be binding
upon both COMPASSIONATE TEAM and GROWBLOX SCIENCES, and be binding upon its and/or their successors and/or assignees.


 


D.           Severability.
The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this MANAGEMENT AGREEMENT
shall not effect the enforceability of the remaining portions of this MANAGEMENT AGREEMENT or any part thereof, all of which are
inserted conditionally on their being valid in law, and in the event that any one or more of the words, phrases, sentences, clauses
or sections contained in this MANAGEMENT AGREEMENT shall be declared invalid, this MANAGEMENT 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 invalidity 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.


 


E.           Waivers.
The waiver by either party hereto of a breach or violation of any term or provision of this MANAGEMENT AGREEMENT shall not operate
nor be construed as a waiver of any subsequent breach or violation. The failure of either Party at any time or times to require
performance of any provision hereof shall in no manner effect 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 MANAGEMENTAGREEMENT, whether by conduct or otherwise, in
any one 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 of covenant contained in this MANAGEMENT AGREEMENT.


 




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F.           Damages.
Nothing contained herein shall be construed to prevent COMPASSIONATE TEAM or GROWBLOX SCIENCES from seeking and recovering from
the other damages sustained by either or both of them as a result of its breach of any term or provision of the MANAGEMENT AGREEMENT.


 


G.           No-Third
Party Beneficiary. Nothing expressed or implied in this MANAGEMENT AGREEMENT is intended or shall be construed to confer upon
or give any person any rights or remedies under or by reason of this MANAGEMENT AGREEMENT, except as set forth herein.


 


H.           Attorney's
Fees. Should any litigation be commenced by either COMPASSIONATE TEAM or GROWBLOX SCIENCES, the prevailing party shall be entitled
to attorney's fees.


 


I.           Jurisdiction
and Venue. Jurisdiction and venue regarding any litigation shall be in the EIGHTH JUDICIAL DISTRICT COURT, CLARK COUNTY, NEVADA.


 


J.           
Modification, Approval and Waiver. This MANAGEMENT AGREEMENT may be amended, modified, superseded or canceled, and the terms
or covenants 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.


 


K.          Regulatory
Approvals. This MANAGEMENT AGREEMENT and any amendment, modification or other change to it is subject to approval by the State
of Nevada Department of Health and Human Services Division of Public and Behavioral Health Medical Marijuana Division, and also
the City of Las Vegas.


 


L.           Entire
Agreement. This MANAGEMENT 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.


 




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M.         COUNTERPARTS/CONSTRUCTION.
The terms and conditions of this Agreement shall be construed as a whole according to their fair meaning and not strictly for or
against any party. This Agreement may be signed in counterparts. Facsimile signatures shall be binding in addition to original
signatures.


 


	COMPASSIONATE TEAM OF LAS VEGAS LLC	 
	 	 
	/s/ Shahrom P. Mashouf	 
	By: SHAHROM P. MASHOUF, MANAGER	 
	9/30/15	 
	Date	 


 


	GROWBLOX SCIENCES, INC.	 
	 	 
	/s/ Craig Ellins	 
	By: CRAIG ELLINS, CHIEF EXECUTIVE OFFICER	 
	10/2/15	 
	Date	 


 




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