Exhibit 10.13


 





 


July 30, 2013


 


Mr. David G. Watumull


President & CEO


Cardax Pharma Inc.


Manoa Innovation Center


2800 Woodlawn Drive, Suite #129


Honolulu, HI 96822


 


On behalf of JBR Business Solutions, LLC (“JBR”),
I appreciate the opportunity to assist Cardax Pharma Inc. (“Cardax”) with CFO services. This letter serves as
our engagement letter.


 


Objectives


 The objective of this engagement is to serve Cardax as
its Chief Financial Officer.


 


Scope


The scope of this engagement is outlined as follows:


		·	Address outstanding accounting issues at the parent company in order to close out the current financial audit.



		·	Participate in board meetings and investor / earnings calls.



		·	Assist in the preparation of the 10-Qs and 10-Ks.



		·	Develop and apply internal controls necessary to ensure SOX compliance.



		·	Manage the relationships with your external auditor, tax advisor and accounting staff.



		·	Assist with maintaining the budget and cash forecasting.



 


Project Approach 


On an ongoing basis, JBR will
visit Cardax's office to review support documents (contracts, invoices, bills, and journal entries), and be available to discuss
new finance and accounting matters with management. Occasionally, JBR plans to bring support documents to JBR's office and work
remotely.


 


Deliverables


JBR's deliverables are as follows:


		·	Resolution to open accounting issues as identified with the current external auditor.



		·	Accounting and financial reporting related sections of the 10-Qs & 10-Ks.



		·	Implementation and monitoring of internal controls.



		·	Monthly accounting close, annual budget, and cash forecast reports.



 




    	 



    	 



    

 


	Cardax Pharma Inc.
	Page 2 of 4


 


Cardax’s Responsibilities


Cardax must deliver all financial records and other information
necessary for preparation of the Deliverables.


 


Other Matters


 


JBR will provide the services in accordance with the
terms and conditions mutually acceptable to the parties, it being agreed that such services are not intended to be an audit,
examination, attestation, compilation, special report or agreed-upon procedures engagement as those services are defined in
American Institute of Certified Public Accountants (AICPA) literature applicable to such engagements conducted by
independent auditors. Accordingly, these services will not result in the issuance of a written communication to third parties
by JBR directly reporting on financial data or internal control or expressing a conclusion or any other form of
assurance.





 


All services to be provided by JBR shall be personally provided
by John B. Russell unless otherwise approved by Cardax, which approval shall not be unreasonably withheld.


 


Timing and Professional Fees 


I am prepared to start work upon receipt of a signed copy of
this engagement letter. Our rate for this service is an aggregate of $7,000 a month, payable by Cardax. All of the fees are exclusive
of any travel related out-of-pocket expenses and related Hawaii general excise tax. If the servies begin in July or August, the
fee for such month will be prorated.


 




    	 



    	 



    

 


	Cardax Pharma Inc.
	Page 3 of 4


 


Terms and Conditions 


The term of this engagement is for one (1) year with an option
to extend for an additional one (1) year term. Either party may terminate the engagement with a 30 day written notice of termination.
Cardax may terminate this Agreement upon notice of any breach or default by JBR. 


 


* * * * *


 


If the terms of this engagement letter as set forth above are
acceptable to you, please indicate your acceptance and authorization for JBR to proceed with the related work by signing this letter
in the appropriate space and returning a copy of the signed letter to me.


 





 


	Very Truly Yours,	 
	 	 
	JBR Business Solutions, LLC	 
	 	 
	/s/ John B. Russell	 
	 	 
	John B. Russell	 
	Managing Partner	 


 


  




    	 



    	 



    

 


	Cardax Pharma Inc.
	Page 4 of 4





 


ACCEPTED


 


	Company: 
	Cardax Pharma Inc.
	 	 
	By:	/s/ David G. Watumull
	Date:	
        David G. Watumull, President and Chief Executive Officer

         

        7/31/2013