EMPLOYMENT
AGREEMENT


 


This
Agreement (the "Agreement"), dated December 7, 2017, by and between Fraud Protection Network, Inc., a Florida
corporation (the "Company”), and Edward Margolin (the "Executive”). The Company and the Executive
are each referred to herein as a " Party" or collectively as the " Parties”.


 


RECITALS:


 


WHEREAS,
the Company desires to set forth the term s of the employment of the Executive as President and Chief Executive Officer of
the Company,


 


WHEREAS,
the Executive desires to serve the Company in those capacities, upon the terms and subject to the conditions contained in
this Agreement; and


 


WHEREAS,
this Agreement replaces and supersedes any and all written and oral agreements between the parties and it sets forth the entire
understanding between the Company and the Executive as to the matters set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:


 


		1.	Recitals.



 


The
above Recitals are hereby made part of this Agreement and the Parties acknowledge that each of the recitals is true and correct.


 


		2.	Employment.



 


(a)           
Services. The Executive will be employed by the Company as its President and Chief Executive Officer. The Executive will
continue to serve as and will report to the Board of Directors of the Company (the "Board”). Executive shall
perform such duties as are consistent with his position as President and Chief Executive Officer (the "Services").
The Executive agrees to perform such duties faithfully, to devote all his working time, attention and energies to the business
of the Company, and while he remains employed by the Company, not to engage in any other business activity that is in conflict
with his duties and obligations to the Company.


 


		(b)	Acceptance.
                                         Upon execution hereof, the Executive hereby accepts such employment and agrees to
                                         render the Services under the terms and conditions set forth herein.



 


		3.	Term.



 


The
Executive's employment under this Agreement (the "Term”) shall commence on execution hereof (the “Effective
Date") and continue for a period of five (5) years.


 


		4.	Best
                                         Efforts; Place of Performance.



 


(a)           
The Executive shall devote substantially all his business time, attention, and energies to the business and affairs of the Company
and shall use his best efforts to advance the best interests of the Company. The Executive may engage in other business activity,
whether or not such business activity is pursued for gain, profit, or other pecuniary advantage, so long as it does not interfere
with the performance by the Executive of his duties hereunder or the Executive's availability to perform such duties or that will
adversely affect, or negatively reflect upon, the Company.




    	 



    	 



    

(b)          
The duties to be performed by the Executive hereunder s hall be performed primarily at the office of the Company in Broward County
Florida, subject to reasonable travel requirements on behalf of the Company, or such other place as the Board may reasonably designate.
Notwithstanding the foregoing, the Executive' s primary place of business may not be relocated to another city without his written
consent.


 


		5.	Directorship.



 


The
Company shall use its best efforts to cause the Executive lo be elected as a member of its Board throughout the Term and shall
include him in the management slate for election as a director at every stockholders meeting during the Term at which his term
as a director would otherwise expire. The Executive agrees to accept election, and to serve during the Term as director of the
Company, without any compensation therefore other than as specified in this Agreement.


 


		6.	Compensation.



 


As
full compensation for the performance by the Executive of his duties under this Agreement, the Company shall pay the Executive
as follows:


 


		(a)	Base
                                         Salary. The Company shall pay the Executive an annualized salary (the “Base
                                         Salary”) of one hundred eighty thousand dollars ($180,000.00) per year. Each
                                         year thereafter, the Base Salary may be increased but not decreased by the Board of Directors.
                                         Payment shall be made in accordance with the Company's normal payroll practices.



 


		(b)	Withholding.
                                         The Company shall withhold all applicable federal, state, and local taxes and social
                                         security and such other amounts as may be required by law from all amounts payable to
                                         the Executive under this Section.



 


		(c)	Employment
                                         Stock Bonuses and Options. For each year of service hereunder, as additional compensation
                                         for the Services to be rendered by the Executive pursuant to this Agreement, the Company
                                         shall issue to the Executive bonuses as determined by the Board of Directors.



 


		(d)	Expenses.
                                         The Company shall reimburse the Executive for all normal, usual, and necessary expenses
                                         incurred by the Executive in furtherance of the business and affairs of the Company,
                                         including reasonable travel and entertainment, upon timely receipt by the Company of
                                         appropriate vouchers or other proof of the Executive's expenditures and otherwise in
                                         accordance with any expense reimbursement policy that may, from time to time, be adopted
                                         by the Company.



 


		(e)	Other
                                         Benefits. The Executive shall be entitled to all rights and benefits for which he
                                         shall be eligible under any benefit or other plans (including, without limitation, dental,
                                         medical, medical reimbursement and hospital plans, pension plans, employee stock purchase
                                         plans, profit sharing plans, bonus plans, prescription drug reimbursement plans, short
                                         and long term disability plans , life insurance, and other so-called "fringe"
                                         benefits) as the Company shall make available to its senior executives from time to time.



 


(f)
Reimbursement. The Company shall reimburse Executive for all reasonable costs of such benefits purchased privately by Executive.


 


(g)
Vacation. The Executive shall be entitled to a vacation of twenty-four (24) days per annum, in addition to holidays observed
by the Company. During the Term, the Executive shall be entitled to carry forward vacation days from one calendar year of employment
lo the next calendar year of employment.


 


		7.	Representations
                                         and Warranties.





    	 



    	 



    

The
Executive hereby represents and warrants to the Company as follows:


 


		(a)	Neither
                                         the execution or delivery of this Agreement nor the performance by the Executive of his
                                         duties and other obligations hereunder violate or will violate any statute, law, determination
                                         or award, or conflict with or constitute a default or breach of any covenant or obligation
                                         under (whether immediately, upon the giving of notice or lapse of time or both) any prior
                                         employment agreement, contract, or other instrument to which the Executive is a party
                                         or by which he is bound.



 


		(b)	The
                                         Executive has the full right, power, and legal capacity to enter and deliver this Agreement
                                         and to perform his duties and other obligations hereunder. This Agreement constitutes
                                         the legal, valid, and binding obligation of the Executive enforceable against him in
                                         accordance with its terms. No approvals or consents of any persons or entities are required
                                         for the Executive to execute and deliver this Agreement or perform his duties and other
                                         obligations hereunder.



 


		8.	Limits
                                         of the Executive's Responsibility & Indemnification.



 


		(a)	The
                                         Company shall, to the fullest extent allowable under law, reimburse, indemnify, and hold
                                         harmless the Executive, of and from any and all expenses, losses, damages, liabilities,
                                         demands, charges, and claims of any nature whatsoever, (including reasonable attorneys'
                                         fees) (collectively "Losses") arising from or related to the services provided
                                         hereunder.



		(b)	



The
Executive shall not be liable for any mistakes of fact or errors of judgment, for losses sustained by the Company or for any acts
or omissions of any kind, unless caused by the intentional misconduct of the Executive engaged in bad faith.


 


		(c)	In
                                         case any such claim, suit, action, or proceeding (a "Claim" ) is brought against
                                         the Executive in respect of which indemnification may be sought by the Executive pursuant
                                         hereto, the Executive shall give prompt written notice thereof to the Company, which
                                         notice shall include all documents and information in the possession of or under the
                                         control of the Executive necessary for the evaluation and/or defense of such Claim and
                                         shall specifically state that indemnification for such Claim is being sought under this
                                         Section; provided, however, that the failure of the Executive to so notify the Company
                                         shall not limit or affect the Executive's rights to be indemnified pursuant to this Section.
                                         Upon receipt of such notice of Claim together with such documents and information from
                                         the Executive, the Company shall, at its sole cost and expense, in good faith, defend
                                         any such Claim with counsel satisfactory to the Executive, which counsel may, without
                                         limiting the rights of the Executive pursuant to the next succeeding sentence of this
                                         Section, also represent the Company in such investigation, action, or proceeding. In
                                         the alternative, the Executive may elect to conduct the defense of the Claim, if: (i)
                                         the Executive determines that the conduct of its defense by the Company could be materially
                                         prejudicial to its interests, (ii) the Company refuses to defend (or fails to give written
                                         notice to the Executive within ten (10) days of receipt of a notice of Claim that the
                                         Company assumes such defense), or (iii) the Company shall have failed, in the Executive's
                                         reasonable judgment, to defend the Claim in good faith. The Company may settle any Claim
                                         against the Executive without the Executive's consent, provided: (i) such settlement
                                         is without any Losses whatsoever to the Executive, (ii) the settlement does not include
                                         or require any admission of liability or culpability by the Executive, and (iii) the
                                         Company obtains an effective written release of liability for the Executive from the
                                         party to the Claim with whom such settlement is being made, which release must be acceptable
                                         to the Executive, and a dismissal with prejudice with respect to all Claims made by the
                                         party against the Executive in connection with such Claim. The Executive shall reasonably
                                         cooperate with the Company, at the Company's sole cost and expense, in connection with
                                         the defense or settlement of any Claim in accordance with the terms hereof. If the Executive
                                         is entitled pursuant to this Section to elect to defend such Claim by counsel of its
                                         own choosing and so elects, then the Company shall be responsible for any settlement
                                         of such Claim entered into by the Executive. Except as provided in the immediately preceding
                                         sentence, the Executive may pay or settle any Claim and seek reimbursement therefore
                                         under this Section.





    	 



    	 



    

		(d)	The
                                         provisions of this Section 8 shall survive the expiration or termination of this Agreement.



 


		9.	Insurance.



 


At
the request of the Executive, the Company shall maintain an adequate director and officers' liability insurance policy with ten
million dollars ($10,000,000) per occurrence coverage with a reputed insurer acceptable to the Executive providing the Executive
with insurance coverage, for the duration of this Agreement, covering the services rendered hereunder.


 


		10.	Miscellaneous.



 


(a)    
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without
giving effect to its principles of conflicts of laws.


 


		(b)	This
                                         Agreement shall be binding upon and insure to the benefit of the parties hereto, and
                                         their respective heirs, legal representatives, successors, and assigns.



 


(c)    
This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may assign
its rights, together with its obligations, hereunder in connection with any sale, transfer, or other disposition of all or substantially
all its business(es) or assets.


 


(d)    
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof,
and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede
any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement, nor any terms hereof,
may not be amended, supplemented, or modified except in an instrument in writing executed by the parties hereto.


 


(e)     
The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions, and provisions
shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall
be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.


 


		(f)	All
                                         notices, requests, consents, and other communications, required or permitted to be given
                                         here under, shall be in writing and shall be delivered personally or by an overnight
                                         courier service or sent by registered or certified mail, postage prepaid, return receipt
                                         requested, to the parties at the addresses set forth on the first page of this Agreement,
                                         and shall be deemed given when so delivered personally or by overnight courier or when
                                         actually received if sent by registered or certified mail. Each party may designate another
                                         address, for receipt of notices hereunder by giving notice to the other party in accordance
                                         with this Agreement.



 


(g)    
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


(h)    
As used in this Agreement, the masculine, feminine, or gender neutral, and the singular or plural, shall be deemed to include
the others whenever and wherever the context so requires. Additionally, unless the context requires otherwise, " or"
is not exclusive.


 


		(i)	All
                                         representations and warranties made hereunder, and in any document, certificate, or statement
                                         delivered pursuant hereto or in connection herewith shall survive the execution and delivery
                                         of this Agreement.



 


(j)
This Agreement may be executed by the Parties to this Agreement on any number of separate counterparts




    	 



    	 



    

including
by telecopy and PDF electronic signature which are deemed to be an original, and all said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


		(k)	Any
                                         provision of this Agreement which is prohibited or unenforceable in any jurisdiction
                                         shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
                                         without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
                                         in any jurisdiction shall not invalidate or render unenforceable such provision in any
                                         other jurisdiction.



		(l)	Each
                                         Party warrants and represents that it has the exclusive right, express authority, and
                                         full legal capacity to execute this Agreement in the capacities designated below for
                                         the entities on whose behalf they are executing this Agreement.



		(m)	In
                                         the event that any action is taken to enforce the terms of this Agreement, the prevailing
                                         Party shall be entitled to recover, in addition to other damages or remedies, its reasonable
                                         attorneys' fees, court costs, and other costs and expenses reasonably incurred in connection
                                         therewith, including but not limited to any reasonable attorneys' fees, court costs,
                                         and other costs and expenses incurred in connection with seeking to recover the attorneys'
                                         fees, court costs, and other costs and expenses of enforcement provided for by this paragraph.



 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, which shall be deemed effective as of the date set forth
above.


 


 


 


 


EXECUTIVE:


 


 





 


BY:


 


Name:
Edward Margolin


FRAUD
PROTECTION NETWORK, INC.


 





Chief
Financial Officer