AMENDMENT
NO.  2 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC

CIGARETTES INTERNATIONAL GROUP, LTD. AND DANIEL J O'NEILL (Executive)



 


THIS SECOND AMENDMENT
(the "Amendment") to the EMPLOYMENT AGREEMENT dated effective as of March 15, 2015 (the “Employment Agreement”)
is entered into as of September 30, 2016 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the
"Company"), and Daniel J. O'Neill, an individual with a physical address at 4115 Chemin Ste Angelique, Saint-Lazare,
Quebec J7T 2 5, Canada (the "Executive") (collectively, the "Parties," individually, a "Party"),


 


WITNESSETH:


WHEREAS,
the Parties wish to amend certain sections of the Employment Agreement; and;


WHEREAS,
the Company's compensation committee of the board of directors (the "Board") has determined that it is in the best interests
of the Company, its affiliates, and its stockholders to amend the Employment Agreement on the terms set forth herein.


NOW,
 THEREFORE, in  consideration  of the  promises  and  the  mutual  covenants and  agreements
set forth herein, the Parties,  intending to be legally bound,  hereby  agree as follows:  


The
following sections of the Employment Agreement shall be amended and restated as follows: 


A.Section
4.7(a) of Article Four is amended and restated as follows: 






4.7
            Obligations of the Company upon Termination.


(a)
              Good Reason or Change of Control; Other Than for Cause.  If, during the Employment
Term, the Company (or  applicable affiliated company) shall  terminate the
Executive's  employment hereunder  other  than  for Cause or the
Executive shall terminate the Executive's employment either for (I) Good Reason or, (2) any reason (if during
the Change of Control Period):


		(i)	the  Company shall pay to  the Executive
in a lump  sum (A)  the sum of (I)  Executive's  Base Salary,  if any,  which has been earned but
not paid through the Termination  Date, (2) the product of (x) the Annual Bonus, if any,  earned in  the preceding
 fiscal year and (y) a fraction, the numerator of which is the number of days  in  the current  fiscal  year
through the Termination  Date and the denominator of which is
365,  (3)  the  prior  year's  Annual  Bonus,  to  the
 extent  earned  but  not  paid,  (4)  the  amount  of any unreimbursed  business
expenses  incurred  by  the  Executive   on or prior to the  Date of Termination,  and (5)  any
accrued vacation  or other pay  pursuant to the Corporation's  vacation policy, to  the extent not previously
paid; and (B) in the event of a change of control an amount equal to 36 months of Executive's Base Salary and in the event of termination
for good reason, 12 months of Executive’s Base Salary. 



B.         Section 7.3 (a) (b) and (d) of
Article 7 are amended and restated as follows:


All references to 15% are amended and
increased to 50% and section (e) is deleted.


Except
for the modifications set forth above, all other terms and conditions of the Employment Agreement and Amendment No. 1 remain in
full force and effect.



IN WITNESS WHEREOF, the parties have set their hands and seals hereunto as of November 9,
2016.



ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.






BY: _____________________________________________


James P. Geiskopf, Chairman, Compensation
Committee



EXECUTIVE


BY______________________________________________


Daniel
J. O’Neil