Agreement th Growblox Science, Inc. "Company") Andrea Small-Howard "Executive").
 A.
The Company and the Executive entered into an employment agreement dated June 10, 2014 as amended on June 19, 2014 (collectively, the "Prior Agreements").
 B.
The Board of Directors of the Company (the "Board") and the Executive desire to amend and restate in their entirety the Prior Agreements and to assure the Company of the Executive's continued employment in an executive capacity and to compensate her therefore.
 C.
The Board has determined that this Agreement will reinforce and encourage the Executive's continued attention and dedication to the Company.
 D.
The Executive is willing to make her services available to the Company on the terms and conditions hereinafter set forth.
    1. Employment
 Employment and Term. "Termination Date "Employment Period
 Duties of Executive.
 
  Place of Performance.
 2. Compensation
 Base Salary.
 Bonuses.
 Warrant.
 (a) The Executive hereby waives and relinquishes all rights to the grant of s 450,000 shares of the common stock of the Company that was awarded under the Prior Agreements to the Executive over three years as additional compensation (the "Stock Grant").
 (b) In lieu of the Stock Grant the Company hereby issues to the Executive a three year warrant (the "Warrant") to purchase 1,200,000 shares of the common stock of the Company at an exercise price of $0.30 per share (100% of the closing price of the Company's common stock currently traded on the OTC Markets as of the Effective Date of this Agreement); which Warrant shall be in the form of Exhibit A annexed hereto and made a part hereof. Such Warrant and the shares of common stock issuable upon exercise of such Warrant are restricted securities within the meaning of the Securities Act of 1933, as amended.
 (c) The Company shall include the shares of Company common stock issuable upon exercise of the Warrant for registration under the Securities Act of 1933, as amended, pursuant to a Form S-1 (or post-effective amendment to an existing Form S-1) registration statement to be filed as soon as practicable with the Securities and Exchange Commission.
 Expense Reimbursement and Other Benefits.
 (a) Expense Reimbursement. During the term of Executive's employment hereunder, the Company, upon the submission of reasonable supporting documentation by the Executive, shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company, including expenses for travel and entertainment.
 (b) Vacation. During the Initial Term, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key executives of the Company and its subsidiaries; provided, however, that in no event shall Executive be entitled to fewer than four weeks paid vacation per year.
 (c) Benefit Plans The Executive shall participate in all employee benefit plans and fringe benefits provided by the Company. The Company reserves the right to amend, modify or terminate any of these plans and benefits. The Executive will be entitled to whatever benefits may be provided to you in accordance with the terms of these plans and benefits, as amended from time to time.
 
 3. Termination
 Termination for Cause.
  Disability.
 Death.
 Termination Without Cause. multiplied
 
 (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
 (b) any failure by the Company to comply with any of the provisions of this Agreement (including, without limitation, the provisions of Section 2 or Section 3 hereof), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
 (c) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement;
 (d) any termination by the Executive within ninety (90) days following a "Change of Control" (hereinafter defined);
  Change of Control.
  (i) The acquisition (other than by or from the Company) at any time following the date hereof, by any person, entity or group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or
 (ii) All or any of the individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
 (iii) Approval by the stockholders of the Company of (A) a reorganization, merger or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company, unless the approved reorganization, merger, consolidation, liquidation, dissolution or sale is subsequently abandoned.
 
   multiplied "Change of Control Payment").
 No Forfeiture of Warrant.
 4. Restrictive Covenants .
 Nondisclosure.
 "Confidential Information"
 Nonsolicitation of Employees.
 Assignment of Intellectual Property.
 
  Injunction.
 Other Matters.
 Election of Executive as Director.
 Participation in Other Businesses.
 Governing Law.
 Notices:
      Successors.
  
    Severability.
  Waivers.
 Damages.
 No Third Party Beneficiary.
 Full Settlement.
 Certain Reduction of Payments by the Company.
 
 "Payment"), "Agreement  Payments") "Reduced Amount"
 (b) All determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii) an opinion to the Executive that he has substantial authority not to report any excise tax on her Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this Section 5.9, provided that, if the Executive does not make such determination within ten business days of the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this Section 5.9 and shall notify the Executive promptly of such election. Within five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 5.9 shall be borne by the Company.
 (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company which should not have been made ("Overpayment") or that additional Payments which will not have been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Employee to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
 
  Conflicts With Certain Existing Arrangements.
 Headings.
 Amendment.
 Entire Agreement.
 Binding Effect.
 Governing Law; Consent to Jurisdiction; Trial by Jury.
 Execution in Counterparts.
 
  Waiver, etc.
 
 
   COMPANY:GROWBLOX SCIENCES, INC.By:
/s/ John PossName:
John PossTitle:
Chief Executive Officer, President, CFO, COO, and Board MemberBy:
/s/Andrea Small-HowardAndrea Small-HowardTitle:
Chief Science Officer & Director