Personal
Employment Agreement


 


This
Personal Employment Agreement (“Agreement”) is entered into as of June 4, 2017, by and between One World Cannabis
Ltd. (the “Company”) and Yossi Dagan (the “Employee”).


 


	1.	Position.
    The Employee will serve in the position described in Exhibit A and shall be under the direction of the person
    stated in Exhibit A, or such other person as shall be decided by the Company from time to time. The Employee
    undertakes to perform his/her duties diligently, conscientiously and in furtherance of the Company’s best interests.
    
	 	 
	2.	Fulltime
    Employment. The Employee is employed on a full time basis and as such, the Employee undertakes to devote his/her business
    time and attention to the business and affairs of the Company and to the performance of his/her duties to the Company. The
    Employee may engage in other paid or unpaid employment, occupation or other business activities which are not competitive
    and/or in conflict with his position in the Company and/or Company’s business, provided that the Company has granted
    its prior written consent to such other activities.
	 	 
	3.	Employee’s
    Representations and Undertakings. The Employee represents that the execution and delivery of this Agreement and the fulfillment
    of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which the Employee
    is a party or by which the Employee is bound, including, without limitation, any confidentiality or non-competition agreement;
    and (ii) will not require the consent of any person or entity. The Employee undertakes to inform the Company immediately after
    becoming aware of any matter that may in any way raise a conflict of interest between the Employee and the Company. The Employee
    shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with the
    Employee’s position in the Company. The Employee further acknowledges and agrees (i) to the transfer of any information
    concerning the Employee and held by the Company to a database (including a database located abroad) and to third parties in
    general, as is reasonable for business purposes or in pursuit of the Company’s business interests; (ii) to travel abroad
    from time to time if and as may be required pursuant to his/her position; (iii) to adhere to any applicable law or provision,
    pertaining to his/her employment; (iv) to protect the good name of the Company and not to perform any act that may bring the
    Company into disrepute; (v) to use any equipment (such as lap top) and access to systems (such as email system) provided to
    the Employee by the Company for purposes related to the Employee’s employment (and the Employee acknowledges and agrees
    that such equipment and systems may be reasonably monitored by the Company for business purposes and the Employee should not
    expect a right of privacy therein).
	 	 
	4.	Term
    and Termination. The Employee’s employment with the Company began, or will begin, on the date set forth in Exhibit
    A (the “Start Date”). Either party may terminate this Agreement and the employment relationship
    hereunder at any time by giving the other party prior written notice of termination of such number of days as set forth in
    Exhibit A (the “Notice Period”). Notwithstanding the aforesaid, the Company is entitled to
    terminate this Agreement and the employment relationship with immediate effect or at any time during the Notice Period upon
    a written notice to the Employee and payment to the Employee of a one time amount equal to the Salary the Employee would have
    been entitled to receive in respect of the portion of the Notice Period which was forefeited, in lieu of such prior notice
    period.


 


Notwithstanding
the aforesaid, in the event of a Cause (as defined below), the Company will be entitled to terminate this Agreement immediately
and this Agreement and the employment relationship will be deemed effectively terminated as of the time of delivery of such notice
(subject to any minimal mandatory notice requirement under applicable law) and the Company shall have no obligation to pay any
compensation during or in lieu of the notice period. The term “Cause” means: (i) the Employee engages in any
act of dishonesty, fraud, misrepresentation, or intentional illegal conduct; (ii) the Employee’s violation of any law or
regulation applicable to the Company’s business; (iii) any unauthorized use or disclosure by the Employee of the Company’s
confidential information or trade secrets or any other breach of the Proprietary Information, Assignment of Inventions and Non-Competition
Agreement attached as Exhibit B hereto; (iv) a material breach by the Employee of any agreement between the Employee
and the Company; (v) a failure by the Employee to comply with the Company’s written policies or rules; or (vi) any circumstances
which allow for termination without severance payment under applicable law.


 




    	 	 	 



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During
the Notice Period, this Agreement will remain in full force and effect and there will be no change in Employee’s position
with the Company or any obligations hereunder, unless otherwise determined by the Company in a written notice to Employee, and
the Employee will cooperate with the Company and use the Employee’s best efforts to assist the integration into the Company’s
organization of the person or persons who will assume the Employee’s responsibilities. Upon termination of the employment
for any reason or cause whatsoever, Employee shall immediately surrender to the Company all property, equipment, documents and
information in his/her possession or disposal, as such may have been delivered to him/her during or due to his/her employment
with the Company, and Employee shall have no rights of lien or possession in respect thereof.


 


	5.	Proprietary
    Information; Confidentiality and Non-Competition. The Employee shall, simultaneously herewith, execute and deliver, and
    hereby agrees to be bound by the provisions of, the Proprietary Information, Assignment of Inventions and Non-Competition
    Agreement attached in Exhibit B hereto, the terms of which will survive termination of this Agreement. 
	 	 
	6.	Salary.
    The Company will pay the Employee a gross monthly salary in the amount set forth in Exhibit A (the “Salary”).
    Except as specifically set forth herein, the Salary includes any and all payments to which Employee is entitled hereunder
    and under any applicable laws, regulations or agreements. Payment of the Salary will be made no later than the 9th
    day of each calendar month after the month for which the Salary is paid, after deduction of applicable taxes and any amounts
    deductible under this Agreement. 
	 	 
	7.	Social
    Benefits. The Company shall, on a monthly basis, pay to a pension scheme for the benefit of the Employee and shall deduct
    from the Employee’s Salary a respective payment towards such pension scheme (the “Pension Scheme”).
    The contributions to the Pension Scheme will be as follows: 


 


	 	(i)	The
    Company will pay an amount equal to 8 1/3% (eight percent and one third of a percent) of the Salary as a severance pay component;
    
	 	 	 
	 	(ii)	In
    case of a Pension Scheme of a managers insurance type (and not a pension fund), the Company shall pay for a disability insurance
    in an amount of 2.5% of the Salary or a lower amount as required to insure 75% of the Salary (the “Disability Insurance
    Component”); 
	 	 	 
	 	(iii)	The
    Company will pay towards a savings component (A) an amount equal to 6.5% of the Salary in case the Pension Scheme is through
    a pension fund or (B) an amount equal to 6.5% of the Salary less the Disability Insurance Component, but in no event less
    than 5%, in case of a managers insurance type Pension Scheme; and 
	 	 	 
	 	(iv)	The
    Company shall deduct from the net Salary an amount equal to 6% of the Salary which amount shall be allocated to a savings
    component.


 


All
payments to the Pension Scheme will be made in compliance with Section 14 of the Severance Compensation Law, 1963 (“Section
14”), and in accordance with the general approval of the Labor Minister dated June 9, 1998, promulgated under said Section
14, a copy of which is attached hereby as Exhibit C, and the terms of Section 14 and said general approval will
apply to the relationship hereunder. Therefore, the ownership of the Pension Scheme will be transferred to the Employee following
termination of employment and the Company will not be entitled to retrieve any of the funds it transferred to the Pension Scheme,
other than in accordance with Section 14 and said general approval, and the transfer of the Pension Scheme to the ownership of
the Employee will be the full and only compensation to be paid by the Company to the Employee in such circumstances in respect
of severance pay.


 




    	 	 	 



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	8.	Vacation.
    The Employee will be entitled to that number of vacation days per year set forth in Exhibit A. The Company will
    be entitled to direct the use of the vacation days, at its discretion. Right to accumulate unused vacation days shall be as
    decided by the Company from time to time and the Company shall be entitled to change its policy in that respect without any
    liability to the Employee. It is the Company’s current policy to allow the Employee to accumulate any unused vacation
    days up to the number of vacation days specified in Exhibit A and once the Employee has reached such accumulation
    no additional vacation days will be accumulated, but rather be forfeited. The Employee will not be entitled to redemption
    of accumulated and unused vacation days, except in the event of termination or resignation of employment and then only in
    accordance with applicable law.
	 	 
	9.	Recreation
    Pay. The Employee will be entitled to recreation pay (Dmei Havra’a) in accordance with applicable law. 
	 	 
	10.	Additional
    Benefits. The Employee may be entitled to additional benefits if and only to the extent set forth in Exhibit A.
	 	 
	11.	Policies
    and Guidelines. The Employee undertakes to abide by and at all times be in compliance with the policies, guidelines and
    regulations which are and shall be established by the Company.
	 	 
	12.	General.
    Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement.
    The exhibits to this Agreement constitute an integral part thereof. Subject to applicable law, no collective bargaining agreement
    will apply to the relationship between the parties, whether such agreement was signed among the government, the General Federation
    of Labor and Employers organizations, or any of such parties, or whether signed by others, in relation to the field or fields
    of the business of the Company or in relation to the position held by or the profession of the Employee. No failure, delay
    of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party’s
    rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms
    or conditions hereof. In the event it is determined under any applicable law that a certain provision set forth in this Agreement
    is invalid or unenforceable, such determination will not affect the remaining provisions of this Agreement unless the business
    purpose of this Agreement is substantially frustrated thereby. This Agreement constitutes the entire understanding and agreement
    between the parties, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter
    hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties.
    The Employee acknowledges and confirms that all terms of Employee’s employment are personal and confidential, and undertakes
    to keep such terms in confidence and refrain from disclosing such terms to any third party.


 




    	 	 	 



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The
Employee acknowledges that this Agreement, together with the Exhibits thereto, constitutes a due notice to the Employee of the
terms of employment, as required under law.


 





 


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


 


	One
    World Cannabis Ltd.	 	Yossi
    Dagan
	 	 	 
	 	 	 
	By:
    	 	Signature
	Title:
    	 	 


 




    	 	 	 



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Exhibit
A to Personal Employment Agreement


 


	Employee
    Name	 	Yossi
    Dagan, ID# 032243115
	 	 	 
	Address	 	[__________]
	 	 	 
	Position
    	 	Chief
    Financial Officer
	 	 	 
	Under
    the Direction 	 	CEO
	 	 	 
	Start
    Date	 	July
    1, 2017
	 	 	 
	Work
    Week and Hours of Work; Rest Day	 	The
    scope of employment shall be 5 days a week, with regular work hours in accordance with the Company’s policy (currently,
    9:00-18:00), subject to overtime requests by the Company. The rest day is Saturday. 
	 	 	 
	Prior
    Notice	 	Three
    (3) months. However, during the first three months of employment the notice period shall be one month.
	 	 	 
	Salary
    (NIS)	 	The
    Employee shall be entitled to a gross monthly salary of NIS 18,750 (the “Base Salary”). In addition, in
    consideration for overtime hours that the Employee may work during the month the Employee shall receive a global payment of
    NIS 6,250 per month (the “Global Overtime Compensation”, and together with the Base Salary, the “Salary”).
    The Global Overtime Compensation has been determined based on Company’s estimation of the average of overtime hours
    per month that the Employee’s position may require. 
	 	 	 
	Annual
    Vacation Days 	 	24
    annual vacation days. Employee may accumulate at any time unused vacation days in the aggregate number equal to no more than
    twice the number of the annual vacation days he is entitled to receive.
	 	 	 
	Education
    Fund	 	The
        Company and the Employee will maintain an advanced study fund (Keren Hishtalmut). The Company will contribute to such
        fund an amount equal to 7.5% of the Salary, and will deduct from the Salary and transfer to such fund an amount equal
        to 2.5% of the Salary.

         

        For
        the avoidance of doubt, no amount remitted by the Company in respect of this paragraph will be considered as part of the
        Salary for purposes of any deduction therefrom or calculations of severance pay.

	 	 	 
	Cellular
    Phone	 	Company
    shall reimburse Employee for expenses related to use of cellular phone in accordance with a company policy in that respect,
    as may be changed from time to time, subject to the submission by the Employee of applicable invoices. 
	 	 	 
	Transportation	 	The
    employee will be entitled to payment for transportation from and to work in the amount of NIS 300 per month.
	 	 	 
	Options	 	The
        Company shall recommend its Board of Directors of its parent company, OWC Pharmaceutical Research Corp. (the “Board”
        and “Parent”, respectively) to grant the Employee options (the “Options”) to purchase
        up to 1,500,000 shares of Common Stock of the Parent (as may be adjusted due to stock split, reverse stock split and the
        like), under the Parent’s stock incentive plan (the “Plan”). The grant of the Options shall be
        subject to the approval of the Board, at its sole discretion. The Options shall vest over a 3-year period from the vesting
        start date determined by the Board (which shall not be earlier than the Start Date), such that 500,000 Options shall vest
        upon the one year anniversary of the Start Date and the remaining Options shall vest in eight equal installments at the
        end of each 3-month period thereafter, in each case, provided that the Employee continues to be employed by the Company
        at the applicable date of vesting. Additional conditions for exercise may apply. The exercise price per share of the Options
        shall be determined by the Board. The Options shall be subject to the terms of the Plan and their grant shall further
        be subject to the signing by the Employee of an applicable option agreement and such other grant documents in the forms
        provided by the Company. Upon cessation of Employee’s employment, any unvested portion of the Option shall immediately
        expire and any vested portion may be exercisable in the manner and for the period as shall be specified in the grant documents
        to be provided by the Company.

         

        All
        tax consequences arising from the grant, exercise of the Options or the payment of the exercise price of the Options shall
        be borne solely by the Employee and the Company and/or Parent shall withhold taxes according to the requirements under
        the applicable laws, rules, and regulations, including withholding taxes at source, all as shall be detailed in the Plan
        and/or an option grant agreement to be executed between the parties.



 




    	 	 	 



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Exhibit
B to Personal Employment Agreement


Proprietary
Information, Confidentiality and Non-Competition Agreement 


between
the Employee and One World Cannabis Ltd.


 


	 	Employee’s
    Name	Yossi
    Dagan


 


	1.	Capitalized
    terms herein will have the meanings given to them in the Personal Employment Agreement to which this Exhibit is attached (the
    “Agreement”). The term Company will include also all subsidiaries and affiliates of the Company, as applicable,
    which are deemed third party beneficiaries of this Agreement. The Employee’s obligations and the Company’s rights
    under this Exhibit will apply as of the beginning of the engagement between the Company and the Employee, regardless of the
    Start Date or the date of execution of the Agreement or this Exhibit. 


 


Confidentiality;
Proprietary Information


 


	2.	The
    Employee acknowledges and agrees that Employee may have access to confidential and proprietary information concerning the
    business and financial activities of the Company, including without limitation information relating to the Company’s
    research and development activities, investments, properties, employees, marketing plans, customers, suppliers, trade secrets,
    test results, processes, data, know-how, improvements, inventions, techniques, intellectual property and products (actual
    or planned). Such information, whether documentary, written, oral or computer generated, will be referred to as “Proprietary
    Information”. However, Proprietary Information will exclude information that Employee can demonstrate (i) was known
    to Employee prior to Employee’s association with the Company (except if related in any way to the Company, including
    without limitation to the Company’s current and/or contemplated business, services, products and/or activities); or
    (ii) is or will become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the
    Employee.
	 	 
	3.	The
    Employee recognizes that the Company may receive confidential or proprietary information from third parties, subject to a
    duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited
    purposes. In connection with such duties, such information will be deemed Proprietary Information hereunder, mutatis mutandis.
    The Employee will not, during his/her employment with the Company, improperly use or disclose any proprietary information
    or trade secrets of any former or concurrent employer or other person or entity and will not bring onto the premises of the
    Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented
    to in writing by such employer, person or entity.
	 	 
	4.	The
    Employee agrees that all Proprietary Information and any patents, trademarks, copyrights and other intellectual property and
    ownership rights in connection therewith are and will be the sole property of the Company and its assigns. At all times, during
    Employee’s engagement by the Company and thereafter, the Employee will keep in confidence and trust all Proprietary
    Information and will not use or disclose Proprietary Information or anything relating to it without the written consent of
    the Company, except as may be necessary in the ordinary course of performing Employee’s duties under the Agreement.
	 	 
	5.	Upon
    termination of the Employee’s employment with the Company, the Employee will promptly deliver to the Company all documents
    and materials of any nature pertaining to Employee’s work with the Company, and will not retain any documents or materials
    or copies thereof containing any Proprietary Information.


 




    	 	 	 



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For
the avoidance of doubt, Employee’s undertakings set forth in Sections 2-5 shall remain in full force and effect after termination
of the Agreement (for any reason whatsoever) or any renewal thereof.


 


Disclosure
and Assignment of Inventions


 


	6.	From
    and after the date the Employee first became employed by the Company, the Employee undertakes and covenants that the Employee
    will promptly disclose in confidence to the Company all inventions, improvements, developments, original works of authorship,
    designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works, trade
    secrets, discoveries and any other intellectual creations of any nature whatsoever (“Inventions”), whether
    or not patentable, copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice
    or created by Employee, either alone or jointly with others during the course of or in connection with Employee’s employment
    with the Company. The Employee undertakes not to disclose to the Company any confidential information of any third party and
    not to make any use of any intellectual property rights of any third party in the framework of the Employee’s employment
    by the Company.
	 	 
	7.	Without
    derogating from applicable law, the Employee agrees that all Inventions, whether or not patentable, copyrightable or protectable
    as trade secrets, that are made or conceived or first reduced to practice or created by Employee, either alone or jointly
    with others, during the course of or in connection with Employee’s employment with the Company that (a) are developed
    in whole or in part on Company’s time or using equipment, supplies, facilities, resources or Proprietary Information
    of the Company, (b) result from or are suggested by any task assigned to Employee or any work performed by the Employee for
    or on behalf of the Company or by the scope of Employee’s duties and responsibilities with Company, or (c) relate to
    the Company’s business, activities, services, products or research and development (whether current or anticipated)
    will be the sole and exclusive property of the Company and the Employee will have no rights in or thereto (“Company
    Inventions”).
	 	 
	8.	The
    Employee has listed below in this Section 8 a complete list of all inventions to which he claims ownerships (the “Prior
    Inventions”) and that the Employee desires to remove from the operation of this Exhibit, and acknowledges and agrees
    that such list is complete. If no such list is attached to this Exhibit, the Employee represents that he has no such Inventions
    at the time of signing this Agreement. The Prior Inventions, if any, patented or unpatented, are excluded from the scope of
    this Exhibit. If, in the course of employment with the Company, the Employee incorporates a Prior Invention into a Company
    product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
    worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell
    such Prior Invention. Notwithstanding the foregoing, the Employee agrees that the Employee will not incorporate, or permit
    to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent. The Employee
    hereby represents and undertakes that none of his/her previous employers or any entity with whom the Employee was engaged,
    has any rights in the Inventions or Prior Inventions and such employment with the Company will not grant any of them any right
    in the results of the Employee’s work.


 


Prior
Inventions: [fill-in, if any.]


 


None.


 




    	 	 	 



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	9.	The
    Employee hereby irrevocably transfers and assigns to the Company, without further compensation, all worldwide patents, patent
    applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and waives
    any and all moral rights that Employee may have in or with respect to any Company Invention. The Employee hereby irrevocably,
    unconditionally and expressly waives any right and/or claim to any consideration or compensation whatsoever with regard to
    the Company Inventions and the assignment, use or commercialization thereof, including without limitation any royalty payment
    and other payment with respect thereto (and including without limitation under Section 134 of the Israeli Patent Law, 1967).
    The Employee agrees and understands that the Salary (set forth in Exhibit A) includes adequate compensation for any transfer
    or assignment made by the Employee, if any, pursuant to this Section 9. 


 


The
Employee agrees to assist the Company, at the Company’s expense, in every proper way to obtain for the Company and enforce
patents, copyrights, mask work rights, and other legal protections for the Company’s Inventions in any and all countries.
The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents,
copyrights, mask work rights, trade secrets and other legal protections. Such obligation will continue beyond the termination
of the Employee’s employment with the Company. The Employee hereby irrevocably designates and appoints the Company and its
officers and agents as the Employee’s agent and attorney in fact, coupled with an interest to act for and on Employee’s
behalf and in Employee’s stead to execute and file any document needed to apply for or prosecute any patent, copyright,
trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information
(including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents,
copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company
Inventions), with the same legal force and effect as if executed by the Employee.


 


Non-Competition;
Non-Solicitation


 


	10.	Employee
    agrees and understands that the Employee’s Salary (set forth in Exhibit A) includes adequate compensation for his/her
    undertakings under this Section 10. Therefore, in order to enable the Company to effectively protect its Proprietary Information,
    the Employee undertakes that, so long as Employee is employed by the Company and for a period of twelve (12) months thereafter,
    the Employee will not, directly or indirectly, as owner, employee, agent, or in any capacity whatsoever engage in, become
    financially interested in, be employed by, render services or assists to, or have any connection with, any person, corporation,
    business or venture that is engaged in any activities involving services, products, information, processes, technology or
    equipment that are competitive to those of the Company; provided, however, that Employee may own securities of any publicly
    traded corporation in an amount not to exceed three percent of any class of stock or securities of such company, and so long
    as Employee has no active role in such corporation in any capacity.
	 	 
	11.	The
    Employee agrees and undertakes that during the period of Employee’s employment and for a period of twelve (12) months
    thereafter, the Employee will not, directly or indirectly, including personally or in any business in which Employee is an
    officer, director or shareholder, for any purpose or in any place solicit (i) for employment any person employed by the Company
    (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services
    to the Company in the manner provided immediately before) on the date of such termination or during the preceding twelve (12)
    months, and (ii) the business of any customer of the Company for the purpose of offering services or products which compete
    with the services or products supplied to such customer by the Company.


 




    	 	 	 



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Reasonableness
of Protective Covenants; Remedies for Breach


 


	12.	Insofar
    as the protective covenants set forth in this Exhibit are concerned, the Employee specifically acknowledges, stipulates and
    agrees as follows: (i) the protective covenants are reasonable and necessary to protect the goodwill, property and Proprietary
    Information of the Company, and the operations and business of the Company; and (ii) the time duration of the protective covenants
    is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater
    restrain than is necessary to protect the goodwill or other business interests of the Company. Nevertheless, if any term contained
    in this Exhibit B will for any reason be held to be excessively broad with regard to time, geographic scope or activity, such
    term will be construed in a manner to enable it to be enforced to the extent compatible with applicable law.
	 	 
	13.	The
    Employee acknowledges that the legal remedies for breach of the provisions of this Exhibit may be found inadequate and therefore
    agrees that, in addition to all of the remedies available to the Company in the event of a breach or a threatened breach of
    any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law,
    obtain temporary, preliminary and permanent injunctions against any and all such actions.
	 	 
	14.	The
    Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of the Company and
    to realize and derive all the benefits, rights and expectations of conducting the Company’s business; (ii) that the
    area and duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable
    consideration exists under the Agreement, for the Employee’s agreement to be bound by the provisions of this Exhibit.


 


IN
WITNESS WHEREOF the Employee has signed this Proprietary Information, Confidentiality and Non-Competition Agreement as of
the date first hereinabove set forth.


 


	 	 
	Yossi
    Dagan /s/	 


 




    	 	 	 



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Exhibit
C