Exhibit 10.2 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT ("Agreement") is made and entered into
on April 9, 2014, between DIGIPATH INC., hereinafter referred to as “The Company” or "Employer",
and Todd Denkin, hereinafter referred to as "Employee".


 


RECITALS


 


WHEREAS, the Employer desires to obtain
the services of President on its own behalf and on behalf of all future Affiliated Companies (defined as any corporation
or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the
Company); and


 


WHEREAS, the Employee desires to
accept employment with Employer as the President (President), on the terms and conditions set forth herein.


 


THEREFORE, in consideration of the mutual
promises, terms and conditions set forth herein, and at the performance of each, the parties hereto agree to be legally bound as
follows:


 


	Term. The
Company agrees to employ Employee, and Employee accepts such employment on April 9, 2014 and terminates on April 9, 2015 (the “Term”).
At the end of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms, on substantially the
same terms and provisions as contained herein, unless the Company provides Employee with written notice of its intent to terminate
this Agreement at the will of the Board of Directors (the "Board"), or at the will of the Chief Executive Officer (the
"CEO") of the Company within 30 days prior to termination. The period from the commencement of the term of this Agreement
to the date of its termination, after giving effect to any renewal, shall be considered the "Employment Period" hereunder.



 


	Duties. During
the Employment Period, Employee shall serve as President of the Company and shall have the duties, responsibilities and authority
consistent with such position as are assigned to him by the Board or the Chief Executive Officer. The President’s duties
include the development of marketing plans and strategies, new technologies, finding new customers and investors, investor relations,
company’s website maintenance, and any issues related with marketing.



 


	Compensation. During the Term, President
shall be compensated for the Services as follows:



 


		(i)	The Company shall pay Employee $13,000 per month.



		(ii)	Bonus. Employee shall receive 4,000,000 shares of the Company’s
common stock (“Shares”). The Shares shall vest quarterly over one year. The Employee shall not be able to sell these
shares for a period of eighteen (18) months.



		(iii)	Expenses. The Company shall reimburse Employee
for all reasonable out-of-pocket expenses actually incurred by Employee and accounted for and evidenced in accordance with the
standard policies, practices or procedures regarding expense reimbursement that the Company may establish from time to time. In
addition to the foregoing, employer will reimburse employee for any and all necessary, customary, and usual expenses incurred by
him while traveling for and on behalf of the employer pursuant to employer's directions.



 


	Termination. At
any time, either party may terminate, without liability, the Employment Period for any reason.  Employee shall provide the
Company with 30 days prior written notice of such Employee's intent to terminate this Agreement.



 


		5.	Employee's loyalty to employer's interests. Employee
shall devote all of his time, attention, knowledge, and skill solely and exclusively to the business and interests of employer,
and employer shall be entitled to all benefits, emoluments, profits, or other issues arising from or incident to any and all work,
services, and advice of employee. Employee expressly agrees that during the term hereof he will not be interested, directly or
indirectly, in any form, fashion, or manner, as partner, officer, director, stockholder, advisor, employee, or in any other form
or capacity, in any other business similar to employer's business or any allied trade, except that nothing herein contained shall
be deemed to prevent or limit the right of employee to invest any of his surplus funds in the capital stock or other securities
of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything
herein contained by deemed to prevent employee from investing or limit employee's right to invest his surplus funds in real estate.



 


		6.	Confidential Information. Employee acknowledges
that the information, observations and data obtained by or available to Employee during the course of employment with the Company
concerning the business and affairs of the Company are and will be the property of the Company. Therefore, Employee agrees, during
the Employment Period and following the termination of Employee's employment for any reason whatsoever, not to disclose or induce
or assist in the use or disclosure, to any person or entity, or use for the account of any person or entity other than the Company,
any such information, observations or data including, without limitation, any business secrets or methods, processes, professional
techniques, marketing plans, strategies, and revenue information all of which are of great value to the Company. In the event Employee's
employment with the Company is terminated for any reason whatsoever, Employee will promptly return and surrender to the Company
any and all Confidential Information made available to Employee by the Company or otherwise in the possession of Employee in the
course of employment with the Company.



 


7.
Option to terminate on permanent disability of employee


 


		(i)	Notwithstanding anything in this Contract
to the contrary, employer is hereby given the option to terminate this Agreement in the event that during the term hereof employee
shall become permanently disabled, as the term "permanently disabled" is hereinafter fixed and defined.



		(ii)	Such option shall be exercised by employer
giving notice to employee by registered mail, addressed to him in care of employer at the above stated address, or at such other
address as employee shall designate in writing, of its intention to terminate this Agreement on the last day of the month during
which such notice is mailed. On the giving of such notice this Agreement and the term hereof shall cease and come to an end on
the last day of the month in which the notice is mailed, with the same force and effect as if such last day of the month were the
date originally set forth as the termination date.



		(iii)	For purposes of this Contract, employee
shall be deemed to have become permanently disabled if, during any year of the term hereof, because of ill health, physical or
mental disability, or for other causes beyond his control, he shall have been continuously unable or unwilling or have failed to
perform his duties hereunder for thirty consecutive days, or if, during any year of the term hereof, he shall have been unable
or unwilling or have failed to perform his duties for a total period of thirty days, whether consecutive or not.



 


		8.	Discontinuance of business as termination of employment. Anything
herein contained to the contrary notwithstanding, in the event that employer shall discontinue operations at the premises mentioned
above, then this Agreement shall cease and terminate as of the last day of the month in which operations cease with the same force
and effect as if such last day of the month were originally set forth as the termination date hereof.



 


9.Employee's
commitments binding on employer only on written consent. Employee shall not have the right to make any contracts
or other commitments for or on behalf of employer within the written consent of Employer.


 


10.Contract
terms to be exclusive. This written Agreement contains the sole and entire Agreement between the parties, and supersedes
any and all other Contracts between them. The parties acknowledge and agree that neither of them has made any representation with
respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except such representations
as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering
into the Agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by
either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or its
dealings with the other.


 


11.Waiver
or modification ineffective unless in writing. No waiver or modification of this Agreement or of any covenant, condition,
or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore,
no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation
between the parties arising out of or affecting this Contract, or the rights or obligations of any party hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid. The provisions of this paragraph may not be waived except as
herein set forth.


 


12.Governing
Law. This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in
accordance with the laws of Nevada, U.S.A.


 


13.Ability
to Enter Into Agreement. Each party represents and warrants to the other party that this Agreement has been
duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with
any order, law, rule or regulation or any agreement or understanding by which such party is bound.


 


14.Entire
Agreement.  This Agreement is supersedes all prior employment or other agreements, negotiations and understandings
of any kind with respect to the subject matter of this Agreement and contains all of the terms and provisions of this Agreement
between the parties hereto with respect to such subject matter. Any representation, promise or condition. Whether written or oral,
not specifically incorporated herein, shall have no binding effect upon the parties.


 


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


 


  DIGIPATH,
INC.


 


 


   By:
  /s/  Eric Stoppenhagen


   -----------------------------------------


   Name:
Eric Stoppenhagen


   Title:
President & CEO


 


 


	/s/		Todd Denkin



   -----------------------------------------


   Name: Todd Denkin