Exhibit 10.8


 


Addendum A


To the 


Executive Employment Agreement


by and between


SmartMetric, Inc. and


Ms. Chaya Coleena Hendrick 


 


This Addendum, dated the 30th of September 2015,
is made to the AGREEMENT (the “Agreement”) made and entered into the 1st day of July, 2012, by and between
SmartMetric, Inc., (hereinafter referred to as the “Company”) and Ms. Chaya Coleena Hendrick (Hereinafter referred
to as the “Executive”)


 


Both parties hereto agree as follows:


 


That in case of any conflict between any terms and conditions
herein and those in the Agreement dated 1st day of July, 2012, the terms and conditions herein shall supersede those in the aforementioned
Agreement; and that remaining terms and conditions of the aforementioned Agreement shall not be affected.


 


Patent License Option: For the issuance of 200,000 Series
B preferred shares of the Company (“Series B Shares”), the Executive hereby grants the Company the first right to purchase
or license any patents (the “Patent Option”) relating to “Smartcards” which the Executive (i) shall apply
for with the relevant patent authorities during the term of the Agreement, and (ii) are currently applied for with the relevant
patent authorities or pending as of the date hereof (the “Patent Rights”). The Company shall be granted the first option
to purchase or license any Patent Rights of the Executive’s relating to “Smartcards” currently pending upon such
terms and conditions as are mutually agreeable to the Company and the Executive, to be negotiated in reasonable good faith. Upon
the application for any additional patents regarding “Smartcards” the Company shall be granted the first option to
purchase or license such additional Patent Rights upon such terms and conditions as are mutually agreeable to the Company and the
Executive, to be negotiated in reasonable good faith.


 


If, upon the Company’s receipt of notice of any Patent
Rights of the Executive’s in writing (“Patent Notification”) the parties fail to successfully negotiate and execute
a purchase or license agreement as it relates to the Patent Right that is the subject of such Patent Notification within 60 calendar
days of the receipt of such Patent Notification, the Executive shall be permitted to retain or transfer the Patent Rights to a
third party without any subsequent notice to the Company.


 


In exchange for the Patent Option the Company agrees, during
the term of the Agreement, to pay for any fees and/or expenses related to the application for the Executive’s Patent Rights
with the relevant patent authorities, including, but not limited to, legal or filing fees.


 






    	 		 



     


    

  


IN WITNESS WHEREOF, the Parties have executed this Addendum
to the Agreement dated 30th of September 2015, on the day and year first above written.






 


SMARTMETRIC, INC.


 


 


/s/ Jay Needleman


Name: Jay Needleman


Title: Chief Financial Officer


 


CONFIRMED AND AGREED:


 


 


Chaya Coleena Hendrick



 




 


 


/s/ Chaya Coleena Hendrick 


Chief Executive Officer


 






    	 		 



     


    

 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement ("Agreement")
is made and effective as of July 1, 2012, by and between SmartMetric, Inc. ("Company") and M/s. Chaya Coleena Hendrick
("Executive").


 


NOW, THEREFORE, the parties hereto agree
as follows:


 


Employment.


 


Company hereby agrees to continue to employ
Executive as its President & CEO and Executive hereby accepts such employment in accordance with the terms of this Agreement.
In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.


 


Duties of Executive.


 


The duties of Executive shall include the
performance of all of the duties typical of the office held by Executive as described in the bylaws of the Company and such other
duties and projects as may be assigned, if any, by the board of directors of the Company. Executive shall devote her majority of
productive time, ability and attention to the business of the Company and shall perform all duties in a professional, ethical and
businesslike manner. Executive is permitted, during the term of this Agreement, directly or indirectly to engage in other businesses,
either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without
compensation, without the prior written consent of Company. In addition to the duties described herein, Executive is also authorized
and directed to do the following:


 


To manage the day to day business of SmartMetric,
Inc. overseeing and managing all aspects including but not limited to product development, marketing, sales, distribution, hiring
and all responsibilities normally undertaken by a Company President and Chief Executive Officer.


 


It is recognized and accepted by the Company
that Executive has other businesses that she owns, operates and or manages, and while spending the bulk of her time working on
the business of SmartMetric, Inc., is free without limitation to pursue her other business activities.


 


It is further noted that Executive holds
inventions independent to the Company, SmartMetric, Inc. and is free to initiate, write, invent and or create other inventions
independent of SmartMetric, Inc. and SmartMetric, Inc. may have no claim or economic interest in any patents, inventions or new
products unless expressly sold or licensed to SmartMetric, Inc. by the employee. It is recognized that the employee is free to
invent and register new Patents and Trademarks that will remain the sole property of the inventor and or its assignees or purchasers.


 


Compensation.


 


Executive will be paid compensation during
this Agreement as follows:


 


		A.	A base salary of $190,000.00 One Hundred and Ninety Thousand
Dollars per year, payable in installments according to the Company's regular payroll schedule. The base salary shall be adjusted
at the end of each year of employment at the discretion of the board of directors.



 


		B.	An incentive management
fee equal to $50,000.00 beginning with the Company's year-end of June 30, 2012 and each fiscal year thereafter during the term
of this Agreement. The incentive management fee payment shall be made within thirty (30) days after the Company has manufactured
its first product. The incentive management fee shall increase by 25% per annum calculated at the conclusion of each calendar
year and shall be based on the continued manufacturing and sales of product by SmartMetric, Inc.



 






    	 		 



     


    

 


		C.	The incentive
management fee at discretion may be paid to the employees associated company Applied Cryptography or any other company the employee
so directs.



 


Benefits.


 


		A.	Holidays. Executive will
be entitled to at least all public holidays paid holidays each calendar year and 14 personal days. Company will notify Executive
on or about the beginning of each calendar year with respect to the holiday schedule for the coming year. Personal holidays, if
any, will be scheduled in advance subject to requirements of Company. Such holidays must be taken during the calendar year and
cannot be carried forward into the next year. Executive is not entitled to any personal holidays during the first six months of
employment.



 


		B.	Vacation. Following the first six months of employment, Executive
shall be entitled to 4 Weeks paid vacation each year. 



 


		C.	Sick Leave. Executive shall be entitled to sick leave and emergency
leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be granted at the discretion of the board of directors. 



 


		D.	Medical and Group Life Insurance. Company agrees to include Executive
in the group medical and hospital plan of Company and provide group life insurance for Executive at no charge to Executive in the
amount of $1,000,000.00 during this Agreement. Executive shall be responsible for payment of any federal or state income tax imposed
upon these benefits. 



 


		E.	Pension and Profit Sharing Plans. Executive shall be entitled to
participate in any pension or profit sharing plan or other type of plan adopted by Company for the benefit of its officers and/or
regular employees. 



 


		F.	Automobile. Company will provide to Executive the use of an automobile
of Executive's choice at a gross purchase price not to exceed $60,000.00. Company agrees to replace the automobile with a new one
at Executive's request no more often than once every two years. Company will pay all automobile operating expenses incurred by
Executive in the performance of an Executive's company duties. Company will procure and maintain in force an automobile liability
policy for the automobile with coverage, including Executive, in the minimum amount of $1,000,000 combined single limit on bodily
injury and property damage.



 


		G.	Expense
Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred
by Executive in the performance of Executive's duties. Executive will maintain records and written receipt as required by the
Company policy.  The company shall pay the Executive all relocation costs, living costs, motor vehicle purchase/lease
or rental costs including insurances and accommodation expenses for time spent in Buenos Aires, Argentina while overseeing and
managing the establishment of the Company’s manufacturing facility in Argentina.  Any additional costs associated
with safety precautions for the executive while living in Argentina will be paid for by the company.  Any illness contracted
while on company time spent in a foreign country shall be covered and paid for by the Company.



 






    	 		 



     


    

  


Term and Termination.


 


		A.	The Initial Term of this Agreement shall commence on July 1, 2012
and it shall continue in effect for a period of 60 months. Thereafter, the Agreement shall be renewed upon the mutual agreement
of Executive and Company. This Agreement and Executive's employment may be terminated at Company's discretion during the Initial
Term, provided that Company shall pay to Executive an amount equal to payment at Executive's base salary rate for the remaining
period of Initial Term, plus an amount equal to $350,000.00 of Executive's base salary. 



 


		B.	This Agreement and Executive's employment may be terminated by Company
only by cause, and provided that in such case, Executive shall be paid $350,000.00 of Executive's then applicable base salary.
In the event of such a termination by cause, Executive shall be entitled to receive any incentive salary payment or any other compensation
then in effect, prorated or otherwise. 



 


		C.	This Agreement may be terminated by Executive at Executive's discretion
by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this
subsection.



 


		D.	In the event that Executive is in breach of any material obligation
owed Company in this Agreement, habitually neglects the duties to be performed under this Agreement, excepting in the case of illness,
engages in any conduct which is criminally dishonest, then the Company may terminate this Agreement upon thirty (30) days notice
to Executive. 



 


		E.	In the event Company is acquired, or is the non-surviving party in
a merger, or sells all or substantially all of its assets, this Agreement shall not be terminated and Company agrees to use its
best efforts to ensure that the transferee or surviving company is bound by the provisions of this Agreement. 



 


No Attachment.


 


Except as required by law, no right to
receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that
nothing in this Section shall preclude the assumption of such rights by executors, administrators or other legal representatives
of the Executive or her estate and their conveying any rights hereunder to the person or persons entitled thereto.


  


Costs of Enforcement.


 


In the event of the commencement of any
legal proceeding, whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any
provision of this Agreement, the Company shall reimburse the Executive her costs and expenses (including attorneys’ fees
and expenses), unless the Company prevails on each and every material issue in the proceeding.


 


Binding Agreement; No Assignment.


 


This Agreement shall be binding upon, and
shall inure to the benefit of, the Executive and the Company and their respective permitted successors, assigns, heirs, beneficiaries
and representatives. This Agreement is personal to the Executive and may not be assigned by him. This Agreement may not be assigned
by the Company except (a) in connection with a sale of all or substantially all of its assets or a merger or consolidation of the
Company, or (b) to an entity that is a subsidiary or affiliate of the Company. Any attempted assignment in violation of this Section
shall be null and void.


 






    	 		 



     


    

   


Notices.


 


Any notice required by this Agreement or
given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified
mail, postage prepaid, or recognized overnight delivery services;


 


If to Company:


 


SmartMetric, Inc.


 


1150 Kane Concourse, Suite 402, Bay Harbor
Islands, FL. 33154 U.S.A.


 


If to Executive:


 


Ms. Chaya Coleena Hendrick, 9195 Collins
Avenue, Apt 302 Surfside, FL. 33154 U.S.A.


 


Final Agreement.


 


This Agreement terminates and supersedes
all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only be a further writing that
is duly executed by both parties.


 


Governing Law. This Agreement shall
be construed and enforced in accordance with the laws of the State Nevada, USA.


 


Headings.


 


Headings used in this Agreement are provided
for convenience only and shall not be used to construe meaning or intent.


 


No Assignment.


 


Neither this Agreement nor any or interest
in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by
Company at Company's absolute discretion.


 


Severability.


 


If any term of this Agreement is held by
a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will
remain in full force and effect as if such invalid or unenforceable term had never been included.


 


Arbitration.


 


The parties agree that they will use their
best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that
cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association
and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof.
Any such arbitration shall be conducted in Nevada, or such other place as may be mutually agreed upon by the parties. Within fifteen
(15) days after the commencement of the arbitration, each party shall select one person to act arbitrator, and the two arbitrators
so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and
expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.


 






    	 		 



     


    

  


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


 


 


/s/ Jay Needelman


 


Jay Needelman, CFO SmartMetric, Inc.


 


 


 


/s/ Chaya Coleena Hendrick


 


Chaya Coleena Hendrick, CEO SmartMetric,
Inc.