Exhibit 10.20


 





DR/\CO


F
I N /\ N C I /\ L


 


 


DRACO
FINANCIAL CONSULTING AGREEMENT


 






 


 


This
consulting agreement (this "Agreement") ,is effective as of 12/1/2017 and is entered by and between IIoT-OXYS,
Inc. (the "Company") and Draco Financial LLC. A Florida Limited Liability Company ("Consultant"), together
the Parties (the "Parties").


 


RECITALS


 


WHEREAS,
Consultant has experience in the area of corporate finance, investor communications, and financial and investor public relations;


 


WHEREAS,
the Company desires to formalize its existing business  relationship with the consultant and to enter an agreement to further
engage the service of the Consultant to assist and consult with the Company in matters concerning corporate finance, investor
communications and public relations with existing shareholders, broker , dealers, and other investment professionals as to
the company's current and proposed activities;


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants and agreements set forth, and intending to be legally bound, the Company
and Consultant agree as follows:


 


	 	1.	Term of Consultancy .The Company engages Consultant to act in a consulting capacity to the
    Company, and the Consultant agrees to provide services to the Company commencing on the
    date first set forth above and ending 12 months later (the "term of this Agreement”). The Company
    may terminate this Agreement at any time, with or without cause.



 


		2.	Duties
                                         of Consultant. The Consultant will generally
                                         provide the following specified consulting services (the " Services") through
                                         its officers and employees during the term of this
                                         Agreement:



 


		A.	Advise
                                         and assist the Company in developing and implementing appropriate plans and material
                                         for presenting the Company and its business plans, strategy and personnel to the financial
                                         community, and creating the foundations for subsequent financial public relations efforts;



 


		B.	Introduce
                                         the Company to the financial community;



 





	 	C.	With the cooperation of the Company, maintain awareness during the term of this Agreement of
the Company's plans, strategy, and personnel, as they may evolve during such period, and advise and assist the Company in communicating
appropriate information regarding such plans, and personnel to the financial community;



 


		D.	Assist
                                         and advise the company with respect to its (i) stockholder and investor relatio ns, (ii)
                                         relations with brokers dealers, analysts, and other investment professionals, and (iii) financial and media public relations;



 


		E.	Perform
                                         the functions gene rally assigned to investor/stockholder relations departments in major
                                         corporations, including responding to telephone and written inquiries (which may be referred
                                         to the Consultant by the Company); assisting in the preparation of press releases for
                                         the Company with the Company's involvement and approval for reviewing press releases,
                                         reports, and other communications with or to shareholders, the investment community,
                                         and the general public; advising with respect to the timing, form, distribution, and
                                         other matters related to sucb releases, reports communications, and consulting with respect
                                         to corporate symbols, logos, names, the presentation of such s ymbols, logos, and names,
                                         and other matter relating to corporate image.



 


 


 






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		F.	Upon
                                         receipt of the Company's approval, conduct meeting in person or by telephone, with brokers,
                                         dealers, analysts, other investment professionals and the general investing public.



 


		G.	Upon
                                         receipt of the Company's approval, conduct meetings in
                                         person or by
telephone, with brokers, dealers, analysts, other investment professionals and the general investing public.



 





	 	H.	At the Company's request, review business plans, strategies, mission statements, budgets, proposed transactions and other
    plans for the purpose of advising the Company of the investment community implications thereof; and 



 


		I.	Otherwise
                                         perform as the Company'\ financial relations and public relations consultant.



 





		3.	Allocation
                                         of Time and Energies. The Consultant will perform the Services in
                                         a professional manner in accordance with accepted industry standards and in compliance
                                         with applicable securities laws and regulations. Although no specific hour-per-day requirement
                                         will be required, the parties acknowledge and agree that a disproportionately large
                                         amount of the effort to be extended and the costs to be incurred by the Consultant and
                                         the benefits to be received by the Company are to be expected to occur upon and shortly
                                         after, and in any event, within two months of the effectiveness of this Agreement.
                                         It is explicitly understood that Consultants performance of its duties hereunder will
                                         in no way be measured by the price of the Company's common stock, nor the trading volume
                                         of the Company's common stock.



 


		4.	Remuneration.
                                         As full and complete compensation for the Consultant's agreement to perform the Services,
                                         the Company shall compensate the Consultant as follows:



 


		A.	For
                                         undertaking this engagement and of other good and valuable consideration,
the Company agrees to issue and deliver to the Consultant a "Commencement Bonus" payable in the form of $50,000 payable
in cash and 500,000 common shares (the "Shares") of Company's common stock (''Common Stock"). The cash portion
of this Commencement Bonus will be payable as follows: $25,000 on signing, and $25,000 on or before January 15, 2018. The Shares
portion of this commencement Bonus will be payable as follows: 350,000 common shares will be
paid on or before January 15, 2018; 150,000 common shares will be paid on or before February 15, 2018. The Company understands
and agrees that engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship
with the Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's
agreement to consult with the Company and are a prepayment for future services. If this
agreement is terminated, it is agreed and understood that Consultant will not be requested
or demanded by the Company to return any of the shares of Common Stock issued to it prior to the termination date.





 


		B.	All
                                         shares of the Common Stock issued pursuant to this Agreement shall be issued in the name
                                         of Consultant. The Company agrees that it will use its best efforts to include 350,000
                                         shares issued to Consultant hereunder in the Company's next Registration Statement to
                                         be declared effective by the SEC as soon as possible thereafter and not to exceed 6 months
                                         from the date of this agreement.



 


		C.	The
                                         Consultant shall not, directly or indirectly engage in the purchase or sale of the Company's
                                         Common Stock based on knowledge of any material non-public information of the Company.



 


		D.	The                                          Consultant shall not engage in trading practices
                                                                                                    which will                                          adversely affect the trading price
                                                                                                    of the Company's Common Stock, which includes short selling of Company Common Stock, for the duration of
                                                                                                    this agreement and a 1  year period of time after the expiration or termination of this agreement.



 


 


 






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		5.	Expenses.
                                         Consultant agrees to pay for all its expenses (phone, labor, etc.), other then extraordinary
                                         items for which the Company will reimburse Consultant. Such extraordinary items include
                                         travel and entertainment required by/or specifically requested by the Company, luncheons
                                         or dinners for large groups of investment professionals, mass faxing to a sizable percentage
                                         of the company's constituents, investor conference call, print advertisement in publications
                                         and like expenses approved by the Company prior to its incurring an obligation for reimbursement.



 


		6.	Indemnification.
                                         The Company agrees to indemnify and hold Consultant harmless from and against any losses,
                                         damages, or liabilities related to or arising out of Consultant's engagement, and will
                                         reimburse Consultant for all reasonable expenses (including reasonable counsel
                                         fees) as they are incurred by Consultant in connection with investigating, preparing
                                         for, or defending any action or claim related thereto, whether or not in connection with
                                         pending or threatened litigation in which Consultant is a party. The Company will
                                         not, however, be responsible for any actions, claims, liabilities, losses, damages,
                                         liabilities related to, and other equitable considerations; provided, however, that in
                                         no event shall the amount to be contributed by the Consultant exceed the amounts actually
                                         received by Consultant. The foregoing shall. be in addition to any rights that Consultant
                                         may have at common law or otherwise and sha ll extend upon the same terms to the benefit
                                         or and director, officer, employee, agent or controlling person Consultant.



 


		7.	Representation.
The Company warrants and represents that all oral communications, written documents or materials furnished to Consultant are accurate,
and the Consultant warrants and represents that all communications by Consultant with the public with respect to the financial
affairs, operations, profitability, and strategic planning of the Company will be in accordance with information provided to it
by the Company. The Consultant may rely upon the accuracy of the information provided by the Company without independent investigation.
Consultant represents that it is not requires to maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant acknowledges that to the best of its knowledge consultant, its
officers and directors are not the subject of any investigation, claim decree, or judgment involving any violations of the SEC
or securities laws.



 





		8.	Statues
                                         as Independent Contractor. Consultant's engagement pursuant to the Agreement shall
                                         be as independent contractor, and not as employee, office or other against the Company.
                                         Neither party to this Agreement shall represent or hold itself out to be the employer
                                         or employee of the other. Consultant further acknowledges the consideration provided
                                         herein above is a gross amount of consideration and that the Company will not withhold
                                         from such consideration in any amount as to income taxes and other such payments shall
                                         be made or provided
for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant
possesses the authority to bind each other in any agreements without the express written consent on the entity to be bound.



 





		9.	Waiver.
                                         The waiver by either party of a breach of any provision of this agreement by the other
                                         party shall not operate or be construed as a waiver of any subsequent breach by such other party. 



 


	 	10.	Notices. All notices, requests, and other communications hereunder shall be deemed
    to be duly given if sent by U.S. mail, postage, prepaid, addressed to the other party at the address set forth herein below:



 


	 	 	Draco Financial, LLC.	IIoT-OXYS Inc.
	 	 	2272 W. State Rd. 426	705 Cambridge St.
	 	 	Suite 2024	Cambridge, MA 02141
	 	 	Oviedo, FL 32765	 



 


 


 






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	 	 	Either party may change address to which notices for it shall be addressed by providing
    notice of such change to the other party in the manner set forth in this paragraph.



 





	 	11.	Choice of Law, Jurisdiction, and Venue. This Agreement shall be governed by,
    construed and enforced in accordance with the internal laws of the State of Florida, without giving the effect to its
    conflict of laws choice of law principals.



 





	 	12.	The parties agree that all disputes between them of any nature whatsoever shall be resolved
    in Orlando, FL via binding arbitration before either the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org),
    whichever the Company prefers. The arbitrator shall have the power to decide all matter, including arbitrarily, but must decide
    all disputes in accordance with Florida Law. The Parties choose arbitration because it is usually faster and less expensive
    than litigation, and it will allow the parties to resolve their disputes privately. The arbitrator shall allow limited discovery
    to allow the Parties to present our respective cases, but shall be mindful of our desire to avoid the expense of broad discovery
    typically allowed in litigation.



 


	 	13.	Complete Agreement. Except for the Confidentiality Agreement dated September 27,
    2017 between the parties, which agreement shall not be affected by terms of this Agreement, this Agreement contains the
    entire agreement of the parties relations to the subject matter hereof. This Agreement and its terms may not be changed
    orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification,
    extension, or discharge is sought.



 


	 	14.	The Consultant Agrees to and Acknowledges the Representation listed in the Addendum of
    this Agreement. 



 


 


 


 


 


 


 






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SIGNATURE PAGE


 


 


 


AGREED TO:


 


 


	“The Company”	IIOT-OXYS, Inc.
	 	 	 
	 	 	 
	Date: 12/1/2017	By:	/s/ Giro DiBiase          
	 	 	Giro DiBiase
	 	 	CEO



 


 


 


 


	“Consultant”	Draco Financial, L.L.C.
	 	 	 
	 	 	 
	Date: 11/30/17	By:	/s/ Rick Esquivel          
	 	 	Rick Esquivel, CEO
	 	 	& Its Duly Authorized Officer



 


 


 


 


 


 


 


 


 






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ADDENDUM


 


A.           
Consultant Not a Broker-Dealer/ Prohibition from Participation in the Sale of Securities. The Company acknowledges that the
Consultant is not licensed as a broker-dealer under applicable federal and state securities laws. Consequently, none of the
Services hereunder are intended to be those of a broker-dealer. Pursuant to Rule 3a4-1of the Securities Exchange Act of 1934,
as amended (the "Exchange Act'' ), the Consult ant agrees not to perform, and the Company expressly prohibits the
Consult ant from performing the following services:(a) making any sales of Company securities;(b) discussing the price of any
Company securities; (c) delivering any offering materials for Company securities; (d) discussing the terms, rights or
characteristics of any Company securities; and (e) discussing any investment in the business or securities of Company, except
to direct any inquiries regarding the foregoing to authorized representatives of Company. Consultant hereby represents and
warrants to the Company that Consultant is not an associated person of a broker or dealer as defined in Rule 3a4-1of the
Exchange Act. At no time shall the Consultant provide services which would require the Consult ant to be registered or
licensed with any federal or state regulatory body or self-regulating agency.


 


B.           
Statutory Disqualification. Neither the Consultant nor any of its officers, directors, controlling persons, employees,
representatives, agents, affiliates, or any other person providing services to the Company for or on behalf of
the Consultant hereunder is or shall be during the term subject to statutory disqualification as defined in Section 3(a)(39)
of the Exchange Act of 1934, as amended.


 


C.           
Accredited Investor Status. The Consultant hereby represents that it is an "accredited investor" as that term is defined
in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the "SEC"). The Consultant has
initialed below each of the categories which apply to the Consultant and has furnished to the Company any requested reasonable
evidence of the Consultant's status as an "accredited investor." (Please indicate and initial all applicable categories).


 


_____
a corporation, limited liability company, partnership, or a Massachusetts or similar business trust, which was not formed
for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;


 


_____ an entity in
which all of the equity owners are  “accredited investors."


 





D .           
Representations of the Consultant. The Consultant represents and warrants to the Company as set forth below.


 




a.            
Restricted Securities. The Consultant understands that the Shares have not been registered pursuant to the Securities Act of
1933, as amended (the "Securities Act'), or any state securities act, and thus are "restricted securities"
as defined in Rule 144 promulgated by the SEC. Accordingly, the Consult ant hereby acknowledges that it is prepared to hold
the Shares for an indefinite period.


 


b.            
Investment Purpose. The Consultant acknowledges that the Shares are being acquired for its own account, for investment,
and not with the present view towards the distribution, assignment, or resale to others or fractionalization in whole or in
part. The Consultant further acknowledges that no other person has, and the Consultant currently intends that no person will have in the future, a direct or indirect beneficial or pecuniary interest in the Shares.


 


c.            
Limitations on Resale; Restrictive Legend. The Consultant acknowledges that it will not sell, assign, hypothecate,or
otherwise transfer any rights to or any interest in, the Shares except (i) pursuant to an effective registration statement
under the Securities Act, or (ii) in any other transaction which, in the opinion of counsel acceptable to the Company, is
exempt from registration under the Securities Act, or the rules and regulations of the SEC thereunder. The Consultant also
acknowledges that an appropriate legend will be placed upon each of the certificates representing the Shares stating that the
securities have not been registered under the Securities Act and setting forth or referring to the restrictions on
transferability and sale of these securities.


 


d.            
Information Furnished. Prior to making its decision to enter into this Agreement, the undersigned individual representing
the Consultant had access to the following documents: (i) the Company's 2016 annual report on Form 10-K for the year ended
December 31, 2016; (ii) the Company's quarterly reports on Form 10-Q for the quarters ended March 31, 2017, June 30,
2017, and September 30, 2017; (iii) each of the Company's reports on Form 8-K filed with the SEC since the filing of its most
recent annual report; and (iv) each other filing made with the SEC since the filing of the Company's most recent annual
report . The Consult ant has relied upon the information contained the rein and has not been furnished any other documents,
literature, memorandum, or prospectus.


 


e.            
Opportunity to Ask Questions. The undersigned representative of the Consultant has had the opportunity to question and receive
answers from the Company concerning the terms and conditions of the pro posed stock transaction and the business of the Company.




 


f.             
Knowledge and Experience in Business and Financial Matters. The undersigned representative of the Consultant entity has
such knowledge and experience in business and financial matters that he is capable of evaluating the risks of the prospective investment, and that the financial capacity of the Consult ant entity is of such proportion that the total cost of the
Consultant entity's commitment in the Shares would not be material when compared with its total financial
capacity.


 


g.             
No Advertisements. Prior to entering into this Agreement, it had a significant preexisting relationship with the Company or its
management. The Consultant did not enter into the Agreement as a result of or subsequent to any advertisement, article, notice,
or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented
at any seminar or meeting.


 


 


 






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