FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT 
BETWEEN PETVIVO HOLDING, INC. AND WESLEY HAYNE



THIS
AMENDMENT (this “Amendment”) is made and entered into as of the 7th day of June, 2017 by and among PetVivo
Holdings, Inc. (“PETVIVO” or the “Company”), and Wesley Hayne (“Executive”).



RECITALS



WHEREAS,
the Company and Executive entered into an Executive Employment Agreement dated as of March 1, 2017 ( “Employment Agreement”);
and



WHEREAS,
PETVIVO and Executive would like to amend the provisions of the Employment Agreement in view of the change in role and increased
services and tasks provided by Executive, which includes an additional grant and transfer of restricted shares of PetVivo common
stock in accordance with the provisions of this Amendment.



NOW,
THEREFORE, in consideration of the above recitals and the covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



AGREEMENT



1.       Defined
Terms. Capitalized terms that are used in this Amendment have the meanings set forth in the Employment Agreement, unless otherwise
defined in this Amendment. Note that underlined text denotes additions and strikethrough text denotes deletions to the Employment
Agreement.



2.       In
Section A of the “RECITALS”, this Section shall be deleted in its entirety and replaced with the following:



A.       Company
wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief ExecutiveRevenue
Officer of the Company.



3.       In
the Sections 2.1 and 2.2 of the Employment Agreement, these Sections shall be deleted in their entirety and replaced with the
following:



2.1       Employment.Upon
the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive accepts
such employment, as the Chief Executive Revenue Officer of the Company. Except as expressly provided
herein, termination of this Agreement by either party or by mutual agreement of the parties shall also terminate
Executive’s employment by the Company.















2.2       Duties.During
the term of this Agreement, and excluding any periods of vacation, sick, disability or other leave to which Executive is
entitled, Executive agrees to devote his partfull- time attention and time to the business and
affairs of the Company unless other arrangements are approved by the Chief Executive Officer or the Board of
Directors of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive by the Board
of Directorshereunder and under the Company’s bylaws, as amended from time to time, and to use Executive’s
reasonable best efforts to perform faithfully and efficiently such responsibilities. During the term of this Agreement, it
shall not be a violation of this Agreement for Executive to serve on corporate, civic, non-profit or charitable boards or
committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal
investments, so long as such activities do not interfere with the performance of Executive’s responsibilities as an
employee of the Company in accordance with this Agreement or cause harm to the Company. Executive shall comply with the
Company’s policies and procedures provided, that to the extent such policies and procedures are inconsistent with this
Agreement, the provisions of this Agreement shall control.



4.       In
the Section 2.5 of the Employment Agreement, this Section shall be deleted in its entirety and replaced with the following:



2.5
Term.Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on
the date set forth above and continue until February 28May 31, 20198 (the “Initial
Term”). Following the Initial Term this Agreement and upon mutual consent of the Parties, this Agreement shall renew for
successive terms of one (1) year each unless the parties cannot mutually agree to extend this Agreement or agree to terms of a
new employment agreement prior to the expiration of the Initial Term or the end of any renewal term. If one or both of the Parties
request a new employment agreement at any time following the Initial Term and the Parties cannot mutually agree to the terms and
conditions of the new employment agreement, employment shall immediately terminate.



4.       In
the Section 3.1 of the Employment Agreement, this Section shall be deleted in its entirety and replaced with the following:



3.1 Base Salary.
The Company shall pay Executive monthly payments of Two Thousand Five Hundred Dollars ($2,500.00) per month and shall accrue on
behalf of Executive Five Thousand Five Hundred Dollars ($5,0500.00) per month until the Company has received a capital
raise/funding in an amount of at least One Million Dollars ($1,000,000) (“Financing”). Upon receipt of the Financing
by the Company and during the remaining term of Executive’s employment under this Agreement, Executive shall be paid a Base
Salary at an annual rate that is not less than Ninety- six Thousand Dollars ($960,000) or such
higher annual rate as may from time to time be approved by the Board. The Base Salary shall be paid in monthly payments of Seven
EightThousand Five Hundred Dollars ($7,58,000.00) per month, payable on the last day of each
month for the term of this Agreement or until termination.



5.       Upon
execution of this amendment, the Company shall grant Executive 200,000 shares of the Company’s restricted common stock.
The shares shall vest upon execution of the Amendment.



6.       The
Executive shall also have transferred to him by John Lai pursuant to the terms of a Stock Transfer Agreement and Escrow Agreement
One Million Two Hundred Fifty Thousand (1,250,000) restricted shares of PetVivo common stock that shall be released from escrow
pursuant to the terms and conditions of the Escrow Agreement.











IN
WITNESS WHEREOF, each of the parties has caused this Amendment to the Employment Agreement between the parties entered into on
March 1, 2017 to be executed in the manner appropriate to each.



| | PETVIVO, INC.
| | -------------
| |              
| | By:          
| |              
| |              
| |              
| | EXECUTIVE    
| |              
| | By:          
| |              













EXECUTIVE
EMPLOYMENT AGREEMENT



THIS
EXECUTIVE EMPLOYMENT AGREEMENT, dated the 1st day of March, 2017, is by and between PetVivo Holdings, Inc. a Nevada
corporation (“Company”), and Wesley Hayne, an Arizona resident (“Executive”).



RECITALS



A.       Company
wishes to hire and Executive wishes to be employed by the Company in the capacity of Chief Revenue Officer of the Company.



B.       In
consideration of the foregoing premises and the parties’ mutual covenants and undertakings contained in this Agreement,
the Company and Executive agree as follows:



ARTICLE
I.

DEFINITIONS



Capitalized
terms used in the Agreement shall have their defined meaning throughout the Agreement. The following terms shall have the meanings
set forth below, unless the context clearly requires otherwise.



1.1       “Agreement”means this Executive Employment Agreement, as from time to time amended.



1.2       “Base
Salary”means the total annual cash/restricted stock compensation payable on a regular periodic basis.



1.3       “Beneficiary”means the person or persons designated in writing to the Company by Executive to receive benefits payable after Executive’s
death. In the absence of such designation or in the event that all of the persons so designated predecease Executive, Beneficiary
means the executor, administrator or personal representative of Executive’s estate.



1.4       “Board”means the Board of Directors of the Company.



1.5       “Cause”has the meaning set forth at paragraph 4.2 of this Agreement.



1.6       “Change
in Control”means:



| | (a) | the
                                         Company consummates a merger, consolidation, share exchange, division or other reorganization
                                         of the Company with any corporation or entity (other than an entity owned at least 80%
                                         by the Company) in which the Company is not the surviving entity or 50% of the Company’s
                                         then existing Board is replaced; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | (b) | the
                                         shareholders of the Company approve an agreement for the sale or disposition (in one
                                         transaction or a series of transactions) of assets of the Company, the total consideration
                                         of which is greater than 51% of the total fair market value of the Company; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the
                                         shareholders of the Company approve an agreement for the sale or disposition (in one
                                         transaction or a series of transactions) of stock in the Company, the total sale or disposition
                                         of which is greater than 51% of the total common stock of the Company; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | the
                                         Company adopts a plan of complete liquidation or winding-up of the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------



Such
definition shall not include a follow-up Public Offering by Company or additional equity capital obtained by the Company pursuant
to the approval of a majority of the Board.



1.7       “Company”means all of the following, jointly and severally: (a) PetVivo Holdings, Inc; (b) any Subsidiary; and (c) any Successor.



1.8       “Confidential
Information”means information that is proprietary to the Company or proprietary to others and entrusted to the Company,
whether or not trade secrets. Confidential Information includes, but is not limited to, information relating to business and operating
plans and to business as conducted during Executive’s employment with the Company or anticipated to be conducted as evidenced
by Company documents in existence as of the Date of Termination, and to past or current or anticipated as evidenced by Company
documents in existence (as of the Date of Termination) products or services. Confidential Information also includes, without limitation,
information concerning research, development, purchasing, accounting, marketing, distribution and selling. All information that
Executive has a reasonable basis to consider confidential is Confidential Information, whether or not originated by Executive
and without regard to the manner in which Executive obtains access to this and any other proprietary information.



1.9       “Disability”means the unwillingness or inability of Executive to perform Executive’s duties under this Agreement because of incapacity
due to physical or mental illness, bodily injury, immediate household family illness or disease for a period of six (6) months.



1.10       “Executive”means Wesley Hayne.



1.11       “Financing”means funds raised for the benefit of the Company, whether in the form of loans, venture capital financing or other investments.



1.12       “Good
Reason”has the meaning set forth at paragraph 4.3 of this Agreement.



1.13       “Inventions”means ideas, developments, improvements and discoveries related to the business of the Company including the products, methods
of use and methods of manufacture of the Company, which have been identified by Executive while employed and which
the Company elects to pursue, whether or not such are patentable, copyrightable or protectable under any statutory or regulatory
scheme, and whether or not in writing or reduced to practice.



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1.14       “Plan”means any bonus or incentive compensation agreement, plan, program, policy or arrangement sponsored, maintained or contributed
to by the Company, to which the Company is a party or under which employees of the Company are covered, including, without limitation,
any stock option, restricted stock or any other equity-based compensation plan, annual or long-term incentive plan, and any employee
benefit plan, such as thrift, pension, profit sharing, deferred compensation, medical, dental, disability, accident, life insurance,
automobile allowance, perquisite, fringe benefit, vacation, sick or parental leave, severance or relocation plan or policy or
any other agreement, plan, program, policy or arrangement intended to benefit employees or executive officers of the Company.



1.15       “Subsidiary”means any corporation at least a majority of whose securities having ordinary voting power for the election of directors (other
than securities having such power only by reason of the occurrence of a contingency) is at the time owned by the Company and/or
one or more Subsidiaries.



1.16       “Successor”has the meaning set forth at paragraph 8.2(a) of this Agreement.



1.19
“Works of Authorship”means writings, drawings, software, trademarks and any other works of authorship, whether
or not such are copyrightable or can be trademarked.



ARTICLE
II.

EMPLOYMENT,
DUTIES, AND TERM



2.1       Employment.Upon the terms and conditions set forth in this Agreement, the Company hereby employs Executive, and Executive accepts such
employment, as the Chief Revenue Officer of the Company. Except as expressly provided herein, termination of this Agreement by
either party or by mutual agreement of the parties shall also terminate Executive’s employment by the Company.



2.2       Duties.During
the term of this Agreement, and excluding any periods of vacation, sick, disability or other leave to which Executive is
entitled, Executive agrees to devote his part-time attention and time to the business and affairs of the Company unless
other arrangements are approved by the Chief Executive Officer or the Board of Directors of the Company and, to the extent
necessary to discharge the responsibilities assigned to Executive hereunder and under the Company’s bylaws, as amended
from time to time, and to use Executive’s reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the term of this Agreement, it shall not be a violation of this Agreement for Executive to serve on
corporate, civic, non-profit or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at
educational institutions and manage personal investments, so long as such activities do not interfere with the performance of
Executive’s responsibilities as an employee of the Company in accordance with this Agreement or cause harm to the
Company. Executive shall comply with the Company’s policies and procedures provided, that to the extent such policies
and procedures are inconsistent with this Agreement, the provisions of this Agreement shall control.





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2.3       Certain
Proprietary Information.If Executive possesses any proprietary information of another person or entity as a result of prior
employment or relationship, Executive shall honor any legal obligation that Executive has with that person or entity with respect
to such proprietary information.



2.4       No
Conflict.The Executive represents and warrants that Executive is not party to or subject to any agreement, covenant, understanding,
or under any obligation, contractual or otherwise, to any firm, person or corporation, which would prevent his employment by the
Company or adversely affect his ability to serve as an executive of the Company, as herein contemplated.



2.5       Term.Subject to the provisions of Article IV, the term of employment of Executive under this Agreement shall commence on the date
set forth above and continue until February 28, 2018 (the “Initial Term”). Following the Initial Term this Agreement
and upon mutual consent of the Parties, this Agreement shall renew for successive terms of one (1) year each unless the parties
cannot mutually agree to extend this Agreement or agree to terms of a new employment agreement prior to the expiration of the
Initial Term or the end of any renewal term. If one or both of the Parties request a new employment agreement at any time following
the Initial Term and the Parties cannot mutually agree to the terms and conditions of the new employment agreement, employment
shall immediately terminate.



2.6       Return
of Proprietary Property.Executive agrees that all property in Executive’s possession belonging to Company, including
without limitation all documents, reports, manuals, memoranda, computer print-outs, magnetic and other media, computers, customer
lists, credit cards, keys, identification, products, access cards, automobiles and all other property relating in any way to the
business of the Company are the exclusive property of the Company, even if Executive authored, created or assisted in authoring
or creating such property. Executive shall return to the Company all such documents and property immediately upon termination
of employment or at such earlier time as the Company may reasonably request.



ARTICLE
III.
 COMPENSATION, BENEFITS AND EXPENSES



3.1       Base
Salary. The Company shall pay Executive monthly payments of Two Thousand Five Hundred Dollars ($2,500.00) per month and shall
accrue on behalf of Executive Five Thousand Dollars ($5,000.00) per month until the Company has received a capital raise/funding
in an amount of at least One Million Dollars ($1,000,000) (“Financing”). Upon receipt of the Financing by the Company
and during the remaining term of Executive’s employment under this Agreement, Executive shall be paid a Base Salary at an
annual rate that is not less than Ninety Thousand Dollars ($90,000) or such higher annual rate as may from time to time be approved
by the Board. The Base Salary shall be paid in monthly payments of Seven Thousand Five Hundred Dollars ($7,500.00) per month,
payable on the last day of each month for the term of this Agreement or until termination.



4







The
Executive compensation shall also include a grant of 160,000 shares of the Company’s restricted common stock that shall
have a strike price of Fifty Cents ($0.50) per share. The shares shall vest upon execution of the Agreement. The terms and conditions
governing the issuance of the restricted shares as satisfaction of the share grant in the Base Salary pursuant to this Section
3.1 are specified in the Restricted Stock Agreement of Exhibit A.



3.2       Bonus
Compensation.Executive shall be eligible for discretionary cash and/or equity performance/incentive bonuses that are approved
and granted by the Board of Directors. The Board of Directors will consider such performance based bonuses for the Executive on
a regular basis, which shall occur at least once each calendar year.



3.3       Benefits.
Executive shall be eligible to participate in any and all executive or employee benefits, including but not limited to any pension,
equity incentive, welfare and fringe benefits Company maintains for its employees of similar tenure and grade, subject to and
on a basis consistent with the terms of each such Plan or program and consistent with executives of similar tenure or grade.



3.4       Paid-Time-Off.Executive shall be entitled to Ten (10) days of paid-time-off per calendar year for vacation, sick leave and all other personal
leave, exclusive of days where executive’s work for company was accomplished by executive when out of the office. The time
or times at which such paid-time-off days are to be taken shall be reasonably determined by Executive consistent with Executive’s
duties and obligations under this Agreement. Executive may carry forward ten (10) paid-time-off days with respect to a calendar
year that are unused as of the last day of such calendar year, with Twenty (20) days to be the maximum paid-time-off days that
Executive shall have in any calendar year, unless such policy is changed by the Company but never less than Twenty (20) day maximum
per year.



3.5       Business
Expenses.During the term of Executive’s employment under this Agreement the Company shall, in accordance with, and
to the extent of, its polices in effect from time to time, bear all pre-approved, reasonable, ordinary and necessary business
expenses incurred by Executive in performing Executive’s duties as an executive officer of the Company, including, without
limitation, all travel and living expenses while away from home on business in the service of the Company and entertainment expenses,
provided that Executive accounts promptly for such expense to the Company in the manner reasonably prescribed from time to time
by the Company. For all business expenses related to any action, activity, event or item that are anticipated to exceed $500,
Executive shall submit a written expense authorization form to the Company for approval prior to incurring any such business expense.





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ARTICLE
IV. TERMINATION



Notwithstanding
any other provision of this Agreement to the contrary or appearing to be to the contrary, Executive’s employment and this
Agreement may terminate as follows:



4.1       Termination
for Cause.Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately
terminate the employment of Executive upon the occurrence of any of the following events (which events shall constitute "Cause"
for termination):



(a)       Executive
shall intentionally commit a material and substantial breach or violation of any of Executive’s covenants under this Agreement,
which breach continues for a period of ten (10) days following notice thereof from the Company;



(b)       Executive
shall fail to substantially perform Executive’s duties with the Company (other than due to incapacity resulting from physical
or mental illness, including care required for physical or mental illness of Executive’s immediate family) which failure
has continued for at least thirty (30) days following receipt by Executive of written notice specifying the failure to substantially
perform; or



(c)       Executive
is convicted of, or pleads nolo contendereto a crime involving dishonest conduct, moral turpitude or relating directly
to his duties as an employee of the Company.



(d)       Executive
shall violate or refuse to obey the lawful and reasonable written instructions of the Board of the Company, provided that such
instructions are not in violation of this Agreement or substantially different from job description;



(e)       Executive
shall become disabled during the Term (Executive shall be deemed to be disabled if the Executive is eligible to receive disability
benefits under any long-term disability plan the Company may then have in effect, or, if no such plan is then in effect, Executive
shall be deemed to be disabled if Executive is unable to perform the essential functions of his position with the Company, with
reasonable accommodation, by reason of a physical or mental infirmity, for a period of ninety (90) consecutive days within any
180-day period), or if Executive shall die during the Term of this Agreement.



If
the employment of Executive is terminated pursuant to this Section 4.1, such termination shall be effective upon the delivery
of notice thereof to Executive, except in the event of the death of Executive, in which case termination shall be effective immediately
upon death, and termination pursuant to subsection 4.1(a) or (b) under circumstances in which Executive is entitled to notice
of breach (or failure) and an opportunity to cure, in which case termination shall be effective immediately after the notice period
if Executive fails to cure the breach or failure to the reasonable satisfaction of the Company.



4.2       Termination
by Company for any Other Reason.Notwithstanding anything contained in this Agreement to the contrary, the Company
shall have the right to terminate the employment of Executive for any reason, including reasons other than those described in
Section 4.1, upon ten (10) days’ notice to Executive. Such termination shall be effective upon the expiration of such
10-day period. Company reserves the right to provide pay in lieu of notice for the 10-day period. In the event of termination
by the Company for any reason not constituting “Cause” (as defined in Section 4.1 (a), (b), (c), (d) or (e)
above), Executive shall be entitled to the severance payments described in Section 4.5.





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4.3       Return
of Property.Upon termination of Executive’s employment for any reason, be it voluntary or involuntary, Executive
shall promptly deliver to the Company (a) all records, manuals, books, documents, client lists, letters, reports, data, tables,
calculations, prototypes and any and all copies of any of the foregoing which are the property of the Company or which relate
in any way to the business or practices of the Company, and (b) all other property of the Company and Confidential Information
which in any of these cases are in his possession or under his control. Executive shall not retain any copies or summaries of
any kind of documents and materials covered by this Paragraph 4.3.



4.4       Payment
Upon Termination.In the event Executive’s employment with the Company is terminated, the Company shall continue
to pay Executive all Salary and other payments due under the terms of this Agreement through the date of termination, including
payment for accrued but unused PTO. Termination of employment shall not affect vested benefits under any employee benefit plans
in which Executive participates. Following termination, Executive shall have the right to continue medical benefits and life insurance
benefits pursuant to COBRA.



4.5       Surviving
Rights.Notwithstanding the termination of Executive's employment, the parties shall be required to carry out any provisions
hereof which contemplate performance subsequent to such termination; and such termination shall not affect any liability or other
obligation which shall have accrued prior to such termination, including, but not limited to, any liability for loss or damage
on account of a prior default.



ARTICLE
V. 
CONFIDENTIAL INFORMATION



5.1
Prohibitions Against Use.Executive will not during or subsequent to the termination of Executive’s employment under
this Agreement use or disclose, other than in connection with Executive’s employment with the Company, any Confidential
Information to any person not employed by the Company or not authorized by the Company to receive such Confidential Information,
without the prior written consent of the Company, which consent will not be unreasonably withheld by the Company. Executive will
use reasonable and prudent care to safeguard and protect and prevent the unauthorized use and disclosure of Confidential Information.
The obligations contained in this paragraph 5.1 will survive for as long as the Company in its sole judgment considers the information
to be Confidential Information. The obligations under this paragraph 5.1 will not apply to any Confidential Information that is
now or becomes generally available to the public through (i) no fault of Executive or (ii) to Executive’s disclosure of
any Confidential Information required by law or judicial or administrative process.





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ARTICLE
VI. 
NON-COMPETITION



6.1       Non-Competition.Subject
to paragraph 6.2 and 6.3, Executive agrees that during the terms of this Agreement and for a period of one (1) year following
termination of employment for any reason, Executive will not, anywhere in the world, directly or indirectly, alone or as a
partner, officer, director, shareholder or employee of any other firm or entity, engage in any commercial activity in
competition with the Company which activity involves the development, distribution, sales or marketing of manufactured matrix
materials containing proteins including, but not limited to, collagen-, elastin-, casein- or fibrin-containing products for
any medical application. For purposes of this paragraph, “shareholder” shall not include beneficial ownership of
less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held
corporation whose stock is traded on a major stock exchange or quoted on NASDAQ.



6.2       Covenant
Not to Recruit.Executive recognizes that the Company’s workforce constitutes an important and vital aspect of its business
on a world-wide basis. Executive agrees that for a period of one year following the termination of this Agreement for any reason
whatsoever, he shall not solicit, or assist anyone else in the solicitation of, any of the Company’s then-current employees
to terminate their employment with the Company and to become employed by any business enterprise with which the Executive may
then be associated, affiliated or connected.



6.3       Judicial
Modification.If any of the foregoing covenants are deemed by a court of competent jurisdiction to be unenforceable because
of their scope or duration, or the area or subject matter covered thereby, the Company and Executive agree that the court making
such determination shall have the power to reduce or modify the scope, duration, subject matter and/or area of such covenant to
the extent that allows the maximum scope, duration, subject matter and area permitted by applicable law.



ARTICLE
VII. 
INVENTIONS



7.1       Disclosure
and Assignment of Inventions and Other Works.Executive shall promptly disclose to the Company in writing all Inventions and
Works of Authorship which are conceived, made, discovered, written or created by Executive alone or jointly with another person,
group, or entity, whether during the normal hours of Executive’s employment at the Company or on Executive’s own time
during the term of this Agreement and for one year after termination of this Agreement. In addition, prior to his employment with
the Company, Executive generated the Inventions and Works of Authorship disclosed on Schedule A to this Agreement. All disclosures
shall be made by Executive to the Company in a written report setting forth in detail the structures, procedures and methodology
employed and the results achieved.



Executive,
by signing this Agreement, to the extent that he has the legal right to do so, hereby assigns and agrees to assign all rights,
title and interests to all such Inventions and Works of Authorship described above and as set forth on Schedule A to the Company
and hereby acknowledges that any and all of said Inventions and Works of Authorship are the property of the Company.



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Executive
shall give the Company all the assistance it reasonably requires in order for Company to perfect, protect, and use its rights
to Inventions and Works of Authorship with appropriate compensation if such assistance occurs following termination of this Agreement.
Executive shall sign all such documents, take all such actions and supply all such actions and supply all such information that
the Company deems necessary or desirable in order to transfer or record the transfer of Executive’s entire right, title
and interest in such Inventions and Works of Authorship; and in order to enable the Company to obtain exclusive patent, copyright,
or other legal protection for Inventions and Works of Authorship. The Company shall bear all expenses in this regard.



7.2       Notice:Minnesota law exempts from this Agreement “an invention for which no equipment, supplies, facility or trade secret information
of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a)
directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development,
or (2) which does not result from any work performed by the employee for the employer.” For purposes of this paragraph,
the term “inventions” is acknowledged to include Works of Authorship.



ARTICLE
VIII. 
GENERAL PROVISIONS



8.1       No
Adequate Remedy.The parties declare that it is impossible to accurately measure in money the damages which will accrue to
either party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall institute
any action or proceeding to enforce the provisions hereof, other than a claim by Executive for a payment pursuant to paragraph
4.4, the party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate
remedy at law, and such party shall not assert in any such action or proceeding the claim or defense that such party has an adequate
remedy at law.



8.2       Arbitration.Any claim arising out of or relating to Executive’s employment with the Company including claims: (1) arising out of
termination or discipline (including constructive discharge) or any denial of promotion; (2) relating to breach of contract (express
or implied); (3) relating to tort; (4) relating to wages or other compensation due; (5) relating to benefits (except claims under
an employee benefit or pension plan that either (i) specifies that its claims procedures shall culminate in an arbitration procedure
different from this one, or (ii) is underwritten by a commercial insurer which decides claims; (6) concerning discrimination disputes
(including, but not limited to race, sex, sexual orientation, religion, national origin, age, marital status, or disability),
including complaints regarding hostile work environment, or other prohibited discriminatory conduct; and (7) concerning violation
of any law, statute, regulation or ordinance, shall be settled by arbitration administered by the American Arbitration Association
under its National Rules for the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.



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Notwithstanding
the above, claims that are not arbitrable are those for injunctive and/or other equitable relief, including but not limited to
those for unfair competition and the use or disclosure of Confidential Information, as to which the Executive agrees that the
Company may seek and obtain relief from a court of competent jurisdiction. Claims for workers’ compensation or unemployment
compensation benefits are also excluded from this requirement for arbitration.



The
aggrieved party must give written notice to the other party of any claim. The written notice shall identify and describe the nature
of the claims asserted and the facts upon which such claims are based.



Except
for such claims listed above which are not arbitrable, for all other claims this Section 8.2 specifically includes a waiver of
the right to a court trial and a trial by jury.



8.3       Successor
and Assigns.



(a)       This
Agreement shall be binding upon and inure to the benefit of any Successor of the Company and any such Successor shall absolutely
and unconditionally assume all of the Company’s obligations hereunder. Upon Executive’s written request, the Company
will seek to have any Successor, by agreement in form and substance reasonably satisfactory to Executive, assent to the fulfillment
by the Company of their obligations under this Agreement. Failure to obtain such assent at least three (3) business days prior
to the time a person or entity becomes a Successor (or where the Company does not have at least three (3) business days’
advance notice that a person or entity may become a Successor, within one (1) business day after having notice that such person
or entity may become or has become a Successor) shall constitute Good Reason for termination by Executive of employment pursuant
to paragraph 4.3. For purposes of this Agreement, “Successor” shall mean any corporation, individual, group, association,
partnership, firm, venture, or other entity or person that, subsequent to the date hereof, succeeds to the actual or practical
ability to control (either immediately or with the passage of time), all or substantially all of the Company’s business
and/or assets, directly or indirectly, by merger, consolidation, recapitalization, purchase, liquidation, redemption, assignment,
similar corporate transaction, or operation of law, other than an Initial or follow-up Public Offering by Company or additional
equity capital obtained by the Company pursuant to the approval of a majority of the Board.



(b)       This
Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should
die while any amounts would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee or, if there be no such designee, to Executive’s estate. Executive may not assign this Agreement, in whole
or any part, without the prior written consent of the Company.



8.4       Notices.All
notices, request and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing and
be personally delivered or mailed postage prepaid, registered or certified U.S. mail, to any party at its address set
forth on the last page of this Agreement. Either party may, by notice hereunder, designate a changed address. Any notice
hereunder shall be deemed effectively given and received: (a) if personally delivered, upon delivery; or (b) if mailed, on
the registered date or the date stamped on the certified mail receipt.





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8.5       Captions.The various headings or captions in this Agreement are for convenience only and shall not affect the meaning or interpretation
of this Agreement.



8.6       Governing
Law.The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement, and
the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Minnesota (without
regard to the conflict of laws, rules or statutes of any jurisdiction), and any and every legal proceeding arising out of or in
connection with this Agreement shall be brought in the appropriate courts of the State of Minnesota, each of the parties hereby
consenting to the exclusive jurisdiction of said courts for this purpose.



8.7       Construction.Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.



8.8       Waivers.No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise or any right or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.



8.9       Modification.This Agreement may not be modified or amended except by a written instrument signed by the parties hereto.



8.10       Entire
Agreement.This Agreement constitutes the entire agreement and understanding between the parties hereto in reference to all
the matters herein agreed upon. This Agreement replaces in full all prior employment agreements or understandings of the parties
hereto, and any and all such prior agreements or understandings are hereby rescinded by mutual agreement.



8.11       Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.



8.12       Survival.The
parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms extend
beyond the termination of Executive’s employment hereunder (including, without limitation, the provisions of
paragraph 3.3 (relating to stock options), the provisions of paragraph 3.4 (relating to benefits), and 4.7 (relating to
compensation) or beyond the termination of this Agreement (including, without limitation, the provisions of Article V
(relating to confidential information) Article VI (relating to non-competition) and Article VII (relating to Inventions)
shall continue in full force and effect notwithstanding Executive’s termination of employment hereunder or the
termination of this Agreement, respectively.



[Remainder
of Page Intentionally Left Blank]



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IN
WITNESS WHEREOF,the parties hereto have caused this Executive Employment Agreement to be duly executed and delivered as of
the date first above written.





|EXECUTIVE |                               | PETVIVO HOLDINGS, INC.
|--------- | ----------------------------- | ----------------------
|          |                               |                       
|By:       | /s/
    Wesley Hayne          |                       
|          | Wesley
    Hayne              |                       
|Address:  | 5884
    N. Bronco Lane       |                       
|          | Prescott
    Valley, AZ 86314 |                       





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EXHIBIT
A



Restricted
Stock Agreement