Exhibit
10.32


 


	MJ
    Holdings, Inc.
	Roger
    Bloss, CEO


 


	To:	MJ
    Distributing, Inc.
	 	John
    Goss, President
	 	Delivered
    via email to
	 	Jgoss56@gmail.com
    and
	 	Mark.zobrist@gmail.com


 


	January
    11, 2021





	Re:	Letter
    of Intent, Acquisition of Nye County and State marijuana Licenses:
	 	Cultivation
    License C202 - Medical Certificate #48306359790925315497
	 	Cultivation
    License RC202 - Recreational Certificate #43160131583347244176
	 	Production
    License P133 – Medical Certificate #08705048067480042809
	 	Production
    License RP133- Recreational Certificate #07793712489874595708


 


Dear
Mark and John:


 


This
agreement is between MJ Holdings, Inc. (Purchaser) and MJ Distributing, Inc., as sole member of MJ Distributing C202, LLC and
as sole member of MJ Distributing, P133, (Sellers). It is acknowledged that these parties have already executed a prior Membership
Interest Purchase Agreement for these same properties on April 2, 2019, hereafter “Original MIPA”. (Copy attached
as Exhibit A). The parties did not close on the Original MIPA, the Purchaser waives any and all rights under the Original MIPA.
Seller has been contacted by other interested buyers but has agreed to negotiate a new agreement (MIPA II) with Purchaser based
on this Letter of Intent (LOI). The basic agreement is intended to follow much of the Original MIPA to save time and to close
as quickly as possible. It is also acknowledged by the parties that the intended MIPA II includes terms which are more favorable
for Purchaser than Original MIPA. The outline of the basic price and payment terms in this LOI will be incorporated into MIPA
II such that they will be strictly construed and fully complied by Purchaser in a timely manner. Purchaser acknowledges that failure
to make the specified payments will result in additional deposit forfeiture to Purchaser for non-performance under MIPA II. All
parties look forward to moving this matter forward promptly pursuant to MIPA II which shall be drafted and based on the new terms
in this LOI, including:


 


	 	1.	Purchaser
    is to purchase four licenses referenced above, to wit:
	 	 	 
	 	 	●	Cultivation Licenses C202 & RC202
	 	 	 
	 	 	●	Production Licenses P133 & RP133


 


Such
licenses to be active but temporarily on hold pending approval of a change of location to Purchaser’s location, not subject
cancellation, free and clear and fully transferable. Standard warranties to apply including that Seller has ownership and is authorized
to sell same.


 






    	 	1	 



     


    

 


	 	2.	Consideration:
	 	 	 	 






	 	 	a.	$1.25
    Million, U.S. payable as follows:
	 	 	 	 
	 	 	 	 	i.	$300,000
    non-refundable deposit payable upon closing and clearance of funds on Purchaser’s sale of that office building located
    at 1300 S Jones Blvd, Las Vegas, NV 89146. Said sale is scheduled to close on Tuesday, January 12, 2021. Funds to be deposited
    directly into Seller’s bank account at America First Credit Union per wire transfer instructions to be provided and
    will arrive within one business day.
	 	 	 	 	ii.	The
    next payment of $200,000 shall be received from Purchaser by deposit directly into Seller’s designated bank account.
    The $200,000 non-refundable second payment due on or before Jan.31, 2021.
	 	 	 	 	iii.	The
    third payment from Purchaser shall be due on or before February 12, 2021, which Purchaser shall deposit directly into Seller’s
    designated bank account, $100,000 non-refundable third payment.
	 	 	 	 	iv.	Subsequent,
    non-refundable monthly payments of $100,000 each on or before the 12th day of each month may be deposited into
    an approved escrow account.
	 	 	 	 	 	 
	 	 	b.	Upon
    Closing and funding of that certain “NDA” license sale (this is a confidential transaction) by MJ Holdings, Inc
    or its affiliate, expected to occur within the next 45 to 60 days, at which time the balance then yet unpaid shall be deposited
    in a jointly agreed escrow account which shall be used to continue to make the monthly payments on a non-refundable basis
    until paid in full. Notwithstanding the above, Purchaser shall pay the full balance of the agreed purchase price to Seller
    in no event later than April 30, 2021.
	 	 	c.	Restricted
    Stock of MJ Holdings, Inc. in the amount of 200,000 shares of publicly traded, restricted common stock of MJ Holdings, Inc.
    shall be delivered at close.
	 	 	d.	Any
    of the above Consideration actually paid shall be non-refundable unless the licenses are not transferred, and it is determined
    that the sole cause of the failure to transfer is one-hundred percent (100%) the fault of Sellers.
	 	 	 	 
	 	3.	Transfer
    of the “Trailer”: Upon payment of the $300,000 non-refundable payment pursuant to 2.a.i. above, MJ Distributing,
    Inc., as sole member of MJ Distributing C202, LLC and as sole member of MJ Distributing, P133, Purchaser shall be authorized,
    at its sole cost and expense to move the Trailer from Seller’s property to its own property, and to ensure all local,
    county and state approvals are properly obtained by Purchaser, on behalf of Sellers, prior to moving trailer.
	 	 	 	 	 
	 	4.	Paperwork
    to accomplish license transfers and transfer of license(s), as applicable to Purchaser’s property:
	 	 	 	 	 
	 	 	a.	Upon
    payment of the first payment, Purchaser shall begin the process of preparing the required license transfer paperwork for each
    license. This shall be at Purchaser’s expense. Seller shall cooperate with Purchaser in expeditiously processing the
    transfer of the licenses.
	 	 	b.	Concurrently,
    Seller will take all action necessary to cloak Purchaser’s representative (Paris Balaouras) with the necessary authority
    to process transfer of the licenses to properties to be designated by Purchser; e.g., transferring the Cultivation License
    to the Purchasers Amargosa property (the Farm).
	 	 	 	 
	 	5.	Upon
    execution of this Letter of Intent, the parties agree to proceed to draft a PSA within 3 days and to execute a PSA within
    5 days.


 


This
letter represents a non-binding expression of interest on the part of the Seller and the Purchaser, which is subject to signing
of definitive documentation between the parties. Each of the parties represents and warrants to the other that each party will
use commercially reasonable efforts to complete the proposed transaction in a commercially reasonable period of time.


 


	Seller	 	Buyer
	 	 	 
	MJ
    Distribution, LLC	 	MJ
    Holdings, Inc.
	 	 	 	 	 
	By:	             	 	By:	        
	Name:	 	 	Name:	Roger
    Bloss
	Title:	 	 	Title:	CEO


 






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