Exhibit
10.1


 


EMPLOYMENT
SERVICES AGREEMENT


 


This
Employment Services Agreement (the “Agreement”) is entered into as of the 19th day of December,
2017 (the “Effective Date”), by and between LifeApps Brands Inc., a Delaware corporation, with a business address
at Polo Plaza, 3790 Via De La Valle, #125E, Del Mar, CA 92014 (the “Company”), and Robert A. Blair,
with an address at 5200 Wilshire Boulevard, Suite 317, Los Angeles CA 90036 (the “Executive”).


 


INTRODUCTION


 


WHEREAS,
the Company desires to employ the Executive under the title and capacity set forth on Schedule A hereto and the Executive
desires to be employed by the Company in such capacity, subject to the terms of this Agreement;


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1. Employment
Period.  The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment
Period”) shall commence upon the date hereof (the “Effective Date”) and shall continue for that period
of calendar months from the Effective Date set forth on Schedule A hereto.  Thereafter, the Employment Period
shall automatically renew for successive periods of one (1) year each, unless either party shall have given to the other at least
thirty (30) days’ prior written notice of their intention not to renew the Executive’s employment prior to the end
of the Employment Period or the then applicable renewal term, as the case may be.  In any event, the Employment Period
may be terminated as provided herein.


 


2. Employment;
Duties.


 


(a) General.
Subject to the terms and conditions set forth herein, the Company shall employ the Executive to act for the Company during the
Employment Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment.  The
duties and responsibilities of the Executive shall include such duties and responsibilities appropriate to such office as the
Company’s Board of Directors (the “Board”) may from time to time reasonably assign to the Executive,
as initially specified on Schedule A attached hereto, with such authority and responsibilities, including Company-wide
executive, administrative and finance functions as are normally associated with and appropriate for such position.


 


(b) Executive
recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company,
and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its subsidiaries
(the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”).  Executive
shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as
an executive of the Company.  Recognizing and acknowledging that it is essential for the protection and enhancement
of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties
under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies
and procedures established by the Company and the industry from time to time.


 


(c) However,
the parties agree that:  (i) Executive may devote a reasonable amount of his time to civic, community, or charitable
activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of
the Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph
and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as described by
Executive to the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the
faithful performance of his duties to the Company.


 






     


     


    

 


(d) Place
of Employment. The Executive’s services shall be performed at such location or locations as agreed to by the Company
and the Executive. The parties acknowledge that the Executive may be required to travel in connection with the performance of
his duties hereunder.


 


3. Base
Salary.  The Executive shall be entitled to receive a salary from the Company during the Employment Period at a
rate per year indicated on Schedule A hereto (the “Base Salary”).  Once the Board has established
the Base Salary, such Base Salary may be increased on each anniversary of the Effective Date, at the Board’s sole discretion.  The
parties expressly agree that what the Executive receives now or in the future, in addition to the regular Base Salary, whether
this be in the form of benefits or regular or occasional aid/assistance, such as recreation, club memberships, meals, education
for his family, vehicle, lodging or clothing, occasional bonuses or anything else he receives, during the Employment Period and
any renewals thereof, in cash or in kind, shall not be deemed as salary.  However, because the Company is a public company
subject to the reporting requirements of, inter alia, the US Securities and Exchange Commission (the “SEC”), both
parties acknowledge that the Executive’s annual compensation (as determined by the rules of the SEC or any other regulatory
body or exchange having jurisdiction), which may include some or all of the foregoing, will be required to be publicly disclosed.


 


4. Bonus.  (a)
The Company may pay the Executive an annual bonus (the “Annual Bonus”), at such time and in such amount as
may be determined by the Board in its sole discretion.  The Board may or may not determine that all or any portion of
the Annual Bonus shall be earned upon the achievement of operational, financial or other milestones (“Milestones”)
established by the Board in consultation with the Executive and that all or any portion of any Annual Bonus shall be paid in cash,
securities or other property.


 


(b)
The Executive shall be eligible to participate in any other bonus or incentive program established by the Company for executives
of the Company.


 


5.
Other Benefits


 





(a)
Stock Grants. In consideration of his engagement hereunder, the Executive shall be entitled to receive shares of the Company’s
restricted common stock as specified in Schedule A hereto.


 


(b)
Stock Options. Within 120 days of the date of this Agreement, the Company shall authorize and approve a 2018 Equity Incentive
Plan (the “Plan”) from which stock options and/or other equity grants may be issued to the Executive, other Company
employees and Company advisors or consultants as performance bonuses or as otherwise provided in the Plan.


 


(c)
Insurance and Other Benefits.  During the Employment Period, the Executive and the Executive’s dependents
shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted
and/or amended from time to time (the “Benefits”).  The Executive shall be entitled to paid personal
days on a basis consistent with the Company’s other senior executives, as determined by the Board.  The Executive
shall be bound by all of the policies and procedures established by the Company from time to time.  However, in case
any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.


 


(d)
Vacation.  During the Employment Period, the Executive shall be entitled to an annual vacation of at least that
number of working days set forth on Schedule A hereto.


 


(e)
Expense Reimbursement.  The Company shall reimburse the Executive for all reasonable business, promotional, travel
and entertainment expenses incurred or paid by the Executive during the Employment Period in the performance of Executive’s services
under this Agreement, provided that the Executive furnishes to the Company appropriate documentation required by the Internal
Revenue Code in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as
the Company may from time to time reasonably request.


 






     


     


    

 


6. Termination;
Compensation Due.   The Executive’s employment hereunder may terminate, and the Executive’s right
to compensation for periods after the date the Executive’s employment with the Company terminates shall be determined,
in accordance with the provisions of paragraphs (a) through (e) below:


 


(a)
Voluntary Resignation; Termination without Cause.


 


(i)
Voluntary Resignation. The Executive may terminate his employment at any time upon thirty (30) days prior written notice
to the Company. In the event of the Executive’s voluntary termination of his employment other than for Good Reason (as defined
below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 3 or
4 above, except as otherwise required by this Agreement or by applicable law, or to provide the benefits described in Section
5 above, for periods after the date on which the Executive’s employment with the Company terminates due to the Executive ’s voluntary
termination, except for the payment of the Base Salary accrued through the date of such resignation.


 


(ii)
Termination without Cause. The Company may terminate the Executive’s employment with the Company at any time with
or without cause, by delivery to the Executive of a written notice of termination from the Chief Executive Officer of the Company.


 


(A)
If the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive
the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance
Period (as defined in Section 6(e) below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved, pay
the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would
have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation
and Benefits. The Executive shall not have any further rights under this Agreement or otherwise to receive any other compensation
or benefits after such termination of employment.


 


(B)
If, following a termination of employment without Cause, the Executive breaches the provisions of Sections 7, 8 or 9 hereof,
the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6
(a)(ii), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.


 


 (b)
Discharge for Cause.  Upon written notice to the Executive, the Company may terminate the Executive’s employment
for “Cause” if any of the following events shall occur:


 


(i)
any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;


 


(ii)
the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him
as an employee of the Company;


 


(iii)
the Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving
dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv)
the Executive’s engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement),
violence, threat of violence or any activity that could result in any violation of federal securities laws, in each case, that
is injurious to the Company or any of its Affiliates;


 


(v)
the Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


 


(vi)
the Executive’s refusal to follow the directions of the Board;


 


(vii)
any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation
of the Company or any of its Affiliates, or


 






     


     


    

 


(viii)
the Executive’s breach of his obligations under Section 7, 8 or 9 of this Agreement.


 


In
the event the Executive is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance
with the provisions of Sections 3 or 4 above, or, except as otherwise required by law, to provide the benefits described
in Section 5 above, for periods after the Executive’s employment with the Company is terminated on account of the Executive’s
discharge for Cause except for the then applicable Base Salary accrued through the date of such termination.


 


(c)
Disability. The Company shall have the right, but shall not be obligated to terminate the Executive’s employment
hereunder in the event the Executive becomes disabled such that he is unable to discharge his duties to
the Company for a period of ninety (90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive
day period, provided longer periods are not required under applicable local labor regulations (a “Permanent Disability”).  In
the event of a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments
to the Executive in an amount equal to the then applicable Base Salary for the Severance Period (as defined below) after the Executive’s
employment with the Company is terminated due to a Permanent Disability.  A determination of a Permanent Disability
shall be made by a physician satisfactory to both the Executive and the Company; provided, however, that if the
Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and those two
physicians together shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties.


 


(d)
Death. The Executive’s employment hereunder shall terminate upon the death of the Executive.  The
Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 3 or 4 above,
or, except as otherwise required by law or the terms of any applicable benefit plan, to provide the benefits described in Section
5 above, for periods after the date of the Executive’s death except for then applicable Base Salary earned and accrued through
the date of death, payable to the Executive or his successor.


 


(e)
Termination for Good Reason.  The Executive may terminate this Agreement at any time for Good Reason.  In
the event of termination under this Section 6(e), the Company shall pay to the Executive severance in an amount equal to the then
applicable Base Salary for a period equal to the number of months set forth on Schedule A hereto (the “Severance
Period”), subject to the Executive’s continued compliance with Sections 7, 8 and 9 of this Agreement for the applicable
Severance Period following the Executive’s termination, and subject to the Company’s regular payroll practices and
required withholdings.  Such severance shall be reduced by any cash remuneration paid to the Executive because of the
Executive’s employment or self-employment during the Severance Period.  The Executive shall continue to receive
all Benefits during the Severance Period.  The Executive shall not have any further rights under this Agreement or otherwise
to receive any other compensation or benefits after such resignation.  For the purposes of this Agreement, “Good
Reason” shall mean any of the following (without Executive’s express written consent):


 


(i)
the assignment to the Executive of duties that are significantly different from, and that result in a substantial diminution of,
the duties that he assumed on the Effective Date;


 


(ii)
removal of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive
of duties that are significantly different from, and that result in a substantial diminution of, the duties that he assumed under
this Agreement, within twelve (12) months after a Change of Control (as defined below);


 


(iii) a
reduction by the Company in the then applicable Base Salary or other compensation, unless said reduction is pari passu with other
senior executives of the Company;


 


(iv)
the taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits,
unless said reductions are pari passu with other senior executives of the Company; or


 






     


     


    

 


(v) a
breach by the Company of any material term of this Agreement that is not cured by the Company within 30 days following receipt
by the Company of written notice thereof.


 


For
purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i)
the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50% or
more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company in
which the Company does not survive as an independent company or upon the consummation of which the holders of the Company’s
outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding equity securities of
the Company after such merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company;
provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement:
(A) any acquisitions of common stock or securities convertible into common stock directly from the Company, or (B) any acquisition
of common stock or securities convertible into common stock by any employee benefit plan (or related trust) sponsored by or maintained
by the Company.


 


(f)  Notice
of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written ’‘Notice
of Termination’’ to the other party hereto given in accordance with Section 15 of this Agreement. In the
event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision
in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of termination,
which date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or the Company, respectively,
hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s
or the Company’s rights hereunder. 


 


(g) Resignation
from Directorships and Officerships. The termination of the Executive’s employment for any reason will constitute
the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company
or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any
employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice
of resignation in this circumstance, unless otherwise required by any plan or applicable law.


 


7.
Non-Competition; Non-Solicitation.





 


(a) For
the duration of the Employment Period and, unless the Company terminates the Executive’s employment without Cause, during
the Severance Period (the “Non-compete Period”), the Executive shall not, directly or indirectly, except as
specifically provided in the last sentence of Section 2(b), engage or invest in, own, manage, operate, finance, control or participate
in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected
with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture
or other entity that engages or conducts any business the same as or substantially similar to the business or any other business
engaged in or proposed to be engaged in or conducted by the Company and/or any of its Affiliates during the Employment Period,
or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within the states in which
the Company or any of its Affiliates at that time is operating; provided, however, that the Executive may own less
than 5% in the aggregate of the outstanding shares of any class of securities of any enterprise (but without otherwise participating
in the activities of such enterprise), other than any such enterprise with which the Company competes or is currently engaged
in a joint venture, if such securities are listed on any national or regional securities exchange or have been registered under
Section 12(b) or (g) of the Exchange Act.  Notwithstanding the foregoing, if the Executive shall present to the Board
any opportunity within the scope of the prohibited activities described above, and the Company shall not elect to pursue such
opportunity within a reasonable time, then the Executive shall be permitted to pursue such opportunity, subject to the requirements
of Section 2(b).


 






     


     


    

 


(b) During
the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the
Company, the Executive shall not:


 


(i)
persuade, solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant
to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any
such employee or independent contractor is party to an employment agreement; or


 


(ii)
attempt in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the
Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive
with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such
customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably
expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other
than the Company or any of its Affiliates, provide any services (of the kind or competitive with the business of the Company or
any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of
such other person.


 


The
Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable
harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have
the right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete
Period will be extended by the duration of any violation by the Executive of any of his obligations under this Section
7.


 


The
Executive expressly agrees that the character, duration and scope of the covenant not to compete are reasonable in light of the
circumstances as they exist at the date upon which this Agreement has been executed.  However, should a determination
nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of
the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the
Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in
such a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in light of the circumstances
as they then exist and necessary to assure the Company of the intended benefit of the covenant not to compete.


 


8. Inventions
and Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods,
designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable
or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created,
designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company
or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.  Any
copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership
of all right title and interest shall rest in the Company.  The Executive hereby irrevocably assigns, transfers and
conveys, to the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the
Company to the extent ownership of any such rights does not automatically vest in the Company under applicable law.  The
Executive will promptly disclose any such Work Product to the Company and perform all actions requested by the Company (whether
during or after employment) to establish and confirm ownership of such Work Product by the Company (including without limitation,
assignments, consents, powers of attorney and other instruments).


 


9.
Confidentiality Covenants.


 


(a)
The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential
information, whether such information is written, oral or graphic.


 






     


     


    

 


For
purposes of this Agreement, “Confidential Information” means information, which is used in the business of the Company
or its Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company
or its Affiliates some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which
could be detrimental to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by
the Company or its Affiliates, is known by the Executive to be considered confidential by the Company or its Affiliates, or from
all the relevant circumstances should reasonably be assumed by the Executive to be confidential and proprietary to the Company
or its Affiliates, or (iv) is not generally known by non-Company personnel.  Such Confidential Information includes,
without limitation, the following types of information and other information of a similar nature (whether or not reduced to writing
or designated as confidential):


 


(i)
Internal personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics,
services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and
the manner and methods of conducting the business of the Company or its Affiliates;


 


(ii)
Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures,
marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without
limitation, all information relating to any acquisition prospect and the identity of any key contact within the organization of
any acquisition prospect) of the Company or its Affiliates which have been or are being discussed;


 


(iii)
Names of customers and their representatives, contracts (including their contents and parties), customer services, and the type,
quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company
or its Affiliates; and


 


(iv)
Confidential and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government
agency or other third party (including businesses, consultants and other entities and individuals).


 


The
Executive hereby acknowledges the Company’s exclusive ownership of such Confidential Information.


 


(b)
The Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates;
(2) only to communicate the Confidential Information to fellow employees, agents and representatives on a need-to-know basis;
and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law or otherwise authorized
by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the Executive will deliver to
the Company all manuals, photographs, recordings and any other instrument or device by which, through which or on which Confidential
Information has been recorded and/or preserved, which are in the Executive’s possession, custody or control.


 


10. Representation.  The
Executive hereby represents that the Executive’s entry into this Employment Agreement and performance of the services hereunder
will not violate the terms or conditions of any other agreement to which the Executive is a party.


 


11. Arbitration.  In
the event of any breach arising from the performance of this Agreement, either party may request arbitration.  In such
event, the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of New York.  Such
arbitration shall be final and binding on both parties.


 


12. Governing
Law/Jurisdiction.  This Agreement and any disputes or controversies arising hereunder shall be construed and enforced
in accordance with and governed by the internal laws of the State of New York without regard to the conflicts of laws principles
thereof.


 






     


     


    

 


13. Public
Company Obligations.  Executive acknowledges that the Company is a public company whose Common Stock has been registered
under the US Securities Act of 1933, as amended (the “Securities Act”), and registered under the Exchange Act, and
that this Agreement may be subject to the public filing requirements of the Exchange Act.  Executive acknowledges and
agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public information
and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may
apply to this Agreement and Executive’s employment with the Company.  Executive (on behalf of himself, as well
as the Executive’s executors, heirs, administrators and assigns), absolutely and unconditionally agrees to indemnify and
hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders,
employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any
and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints,
obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character
whatsoever (including, but not limited to, reasonable attorneys’ fees and costs) in the event of Executive’s breach
of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated by the SEC and any other applicable
federal, state or foreign laws, rules, regulations or orders.


 


14. Entire
Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and thereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject
matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written
agreement signed by both parties hereto.


 


15. Notices.  All
notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 




     


     


    

  


		(a)	to
                                         the Company at:



  


Polo
Plaza, 3790 Via De La Valle, #125E


Del
Mar, CA 92014


Phone
858 527-1746


Attn:
Robert Gayman


E-Mail:
robertgayman@gmail.com


 


with
a copy to:


 


CKR
Law LLP


1330
Avenue of the Americas


New
York, NY 10019


Attn:
Scott Rapfogel


E-mail:
srapfogel@ckrlaw.com


 


(b)       to
the Executive at:


 


Address
listed on Schedule A attached hereto.


 


All
such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by e-mail, be deemed given upon e-mail confirmation of receipt, (iii) if delivered
by mail in the manner described above to the address as provided for in this Section, be deemed given on the earlier of the third
business day following mailing or upon receipt and (iv) if delivered by overnight courier to the address as provided in this Section,
be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in
each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of
such notice is to be delivered pursuant to this Section).  Either party may, by notice given to the other party in accordance
with this Section, designate another address or person for receipt of notices hereunder.


 


16. Severability.  If
any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby,
and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.  The invalid
or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve
the economic intent of this Agreement.


 


17. Waiver.  The
failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect.  Any waiver by any party of any violation of,
breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing
waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 


18. Successors
and Assigns.  This Agreement shall be binding upon the Company and any successors and assigns of the Company.  Neither
this Agreement nor any right or obligation hereunder may be assigned by the Executive.  The Company may assign this
Agreement and its right and obligations hereunder, in whole or in part.


 


19. Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.


 






     


     


    

 


20. Headings.  Headings
in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


21. Opportunity
to Seek Advice.  The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial
and other advice and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully
aware of its legal effect, and that Executive has entered into it freely based on the Executive’s judgment and not on any
representations or promises other than those contained in this Agreement.


 


22. Withholding
and Payroll Practices.  All salary, severance payments, bonuses or benefits payments made by the Company under this
Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid
in the ordinary course pursuant to the Company’s then existing payroll practices.


 


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


 


[The
next page is the signature page]


 




     


     


    

 


	 	EXECUTIVE:
	 	 	 
	 	/s/ Robert A. Blair
	 	Robert A. Blair
	 	 
	 	LIFEAPPS BRANDS INC.
	 	 	 
	 	By:	/s/
    Robert
    R. Gayman
	 	Name:     Robert
    R. Gayman
	 	Title:       Chairman
	 	 	 
	 	By:	/s/
    Lawrence Roan
	 	Name:     Lawrence
    Roan
	 	Title:       Director






 






     


     


    







 


Schedule
A


 


	1.  	Employment
    Period: 24 calendar months.


 


	2.  	Employment


 


	a.  	Title:
    Chief Executive Officer and Director


 


	b.  	Executive
    Duties:


 


Executive’s
duties and responsibilities shall generally include all rights, duties and responsibilities customarily associated with the executive
position of Chief Executive Officer, President and Director.  During the term of this Agreement, Executive shall report
directly to the Board of Directors of the Company.  Any change of Executive’s position, rights, responsibilities,
duties, reporting obligations, compensation, benefits or job description or any change in the control or ownership of the Company,
without the express written consent of Executive, shall constitute a material breach of this Agreement and, at the discretion
of Executive, may be treated as a constructive termination of the employment relationship without just cause subject to all the
rights and obligation associated with the termination provisions provided in this Agreement.  Executive shall have the
following specific duties and obligations:


 


	a.  	Oversee
    all aspects of the management, operations, and finances of the Company and of its subsidiaries;


 


	b.  	Receive
    regular and direct reports from all executive officers of the Company and of its subsidiaries;


 


	c.  	Advise
    the Board of Directors of the Company regarding all aspects of the management, operations and finances of the Company and
    of its subsidiaries;


 


	d.  	Direct,
    as a primary resource, all communications regarding the affairs of the Company to the media, community and industry resources
    and all other outside concerns;


 


	e.  	Develop
    and advance meaningful vision, strategies and objectives that drive and direct all aspects and affairs of the Company;


 


	f.  	Motivate
    all officers, managers and Executives in the development of an appropriate business culture and ethic.


 


	g.  	Maintain
    the Company’s Securities Exchange Act of 1934, as amended reporting status; and 


 


	h.  	Actively
    seek investment capital for the Company as and when needed and maintain positive relationships with the Company’s investment
    partners.


 






     


     


    

 


	3.  	Base
    Salary:  $150,000 per year payable in bi-weekly installments.  Any salary payments which are not paid
    within 30 days of their respective due dates (“Deferred Salary Payments’) will accrue interest at the rate of
    10% per annum until paid.  Executive shall have the right, in his sole discretion, to convert Deferred Salary Payments,
    in whole or in part, into Company common stock at 50% of the value weighted average price (“VWAP”) for the Company’s
    common stock during the 20 trading days immediately prior to the date on which the Executive provides the Company with a written
    notice of conversion.  For purposes of the foregoing, “VWAP” means, for any date, the
    price determined by the first of the following clauses that applies: (a) if the Company’s common stock is then listed
    or quoted on a National Securities Exchange, the daily volume weighted average price of the Company’s common stock for
    such date (or the nearest preceding date) on the trading market on which the Company’s common stock is then listed or
    quoted as reported by Bloomberg (based on a trading day from 9:30 a.m. New York City time to 4:00 p.m. New York City time);
    (b) if the Company’s common stock is quoted on any one or more of the OTC Bulletin Board, or the other OTC markets,
    including the OTCQX, OTCQB and OTC Pink Markets or in the “Pink Sheets” published by Pink Sheets, LLC (or a similar
    organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Company’s
    common stock for such date on the OTC Bulletin Board; (c) if the Company’s common stock is not then listed or quoted
    for trading on the OTC Bulletin Board and if prices for the Company’s common stock are then reported on OTC Markets,
    including the OTCQX, OTCQB and OTC Pink markets, or in the “Pink Sheets” published by Pink Sheets, LLC (or a similar
    organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid and the lowest
    closing ask price for the Company’s common stock as reported by OTC Markets Group; (d) in all other cases, the fair
    market value of a share of Company’s common stock as determined by an independent appraiser selected in good faith by
    the Executive and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company; provided
    that in each case where Bloomberg data is being relied upon, the Executive shall supply the Company with a copy of such information
    for the Company’s records.


 


	5.  	(a).
    Stock Grant 2,000,000 shares of the Company’s restricted common stock issuable to Executive.


 


	5.  	(c).
    Vacation:  Three (3) weeks.


 


	6.  
    	(e).
    Severance Period:  Twelve months


 


	15. 
    	(b). Executive
    Contact Information:  5200 Wilshire Boulevard, Suite 317, Los Angeles, CA  90036