Exhibit
10.2


 





 


October
19, 2020


 


David
Chasteen


 


Dear
David,


 


CipherLoc
Corporation (“CipherLoc”), a dynamic company in the data encryption market, is pleased to offer you an opportunity
to join our exciting and diverse team as we innovate and establish polymorphic encryption as the market standard for quantum resistant
data encryption.


 


The
following letter of offer will detail the specifics regarding your remuneration package on our offer of employment to you:


 


	1.	Compensation
	 	 
	 	●	$100,000
    salary annually.
	 	●	Discretionary
    annual bonus target based on company and personal objectives.
	 	●	Your
    start date will be mutually agreed.
	 	●	In
    addition, you will be provided with severance and company sale bonus commitments as described in the Employment Agreement.


 


	2.	Benefits
	 	 	 
	 	●	You
    will be entitled to paid time off as company policy dictates. In addition, you will be paid for the standard company holidays.
	 	●	You
    will be entitled to an extensive company paid health care benefits package. CipherLoc pays for the majority of medical, vision,
    and dental coverage for employees and eligible dependents. Benefits will commence the first day of the month following the
    date of hire. You will be responsible for completing the necessary paperwork for enrollment as quickly as possible to ensure
    there is no lag time in coverage.


 


	3.	Position
	 	 	 
	 	●	Your
    position will be Chief Executive Officer reporting directly to the Board of Directors.
	 	●	You
    will remain a Director of the Company.
	 	●	You
    will spend such time as you and the Company mutually agree is necessary conducting the business of CipherLoc.


 


6836
Bee Caves Road, Bldg 1, Suite 279, Austin, TX 78746

www.quantanova.com





 




    	 



     


    


 





 


	4.
    	Company
    Equity
	 	 	 
	 	●	You
    will be eligible for annual stock option and/or restricted stock unit grants.
	 	●	The
    Board of Directors must approve these options prior to issuance. A stock option or restricted stock unit is considered granted
    the day the Board of Directors approves and ratifies the stock option grant at a specific board of directors meeting and vesting
    will be as per CipherLoc’s standard option plan.
	 	●	Additionally,
    the shareholders ultimately have to approve the establishment of any equity based incentive plans.
	 	●	You
    will be eligible for further equity-based compensation on an annual basis.


 


David,
I along with the rest of the team look forward to working with you as members of an exciting and unique team of professionals,
who collectively form CipherLoc, as we expand the horizons for proven mobile information systems.


 


If
you require assistance or have any questions regarding the terms and conditions contained in the offer, please do not hesitate
to call me. I would be happy to assist you.


 


Please
sign below signifying your acceptance of the terms and conditions contained in this offer of employment and your acknowledgement
that the company has relied on the representations made by you during the interview process in making this offer. You acknowledge
and agree that the Company may require a background check, credit check, reference check and verification of all information which
you have provided to them in connection with this offer of employment. This offer of employment is not to be considered an offer
of permanent employment and as such your employment is always considered to be at will.


 


Yours
truly,


 


CipherLoc
Corporation


 


	/s/
    Tom Wilkinson	 
	Tom
    Wilkinson	 
	Chairman
    of the Board of Directors	 


 


Accepted:


 


	/s/
    David Chasteen 	 	October
19, 2020
	David
    Chasteen   	 	Date


 


6836
Bee Caves Road, Bldg 1, Suite 279, Austin, TX 78746

www.quantanova.com