AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT


 


This
Amendment No. 2 to Employment Agreement, dated as of April 6, 2018 (the “Amendment”), by and between Maria
I. Mitrani (the “Executive”) and Biotech Products Services and Research, Inc., a Nevada corporation (the “Company”
and together with the Executive, the “Parties”, and each, a “Party”).


 


WHEREAS,
the Parties have entered into that certain Employment Agreement, dated as of November 4, 2016 (the “Employment Agreement”);


 


WHEREAS,
the Employment Agreement was amended pursuant to Amendment No. 1, dated March 8, 2017;


 


WHEREAS,
the Parties hereto desire to again amend the Employment Agreement pursuant to this Amendment on the terms and subject to the conditions
set forth herein;


 


WHEREAS,
pursuant to Section 18 of the Employment Agreement, the amendment contemplated by the Parties must be contained in a written agreement
signed by each Party.


 


NOW,
THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


1. Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Employment
Agreement.


 


2. Amendments
to the Employment Agreement. As of the Effective Date (defined below), the Employment Agreement, as amended, is hereby
further amended or modified as follows:


 


(a) Section
4.4(a) of the Employment Agreement shall be replaced in its entirety by the following:


 


(i)
In consideration for services previously provided by the Executive to the Company and as incentive to enter into this Agreement,
on the Effective Date, the Company will issue the Executive a warrant to purchase, on a cashless basis, Ten Million (10,000,000)
shares of common stock of the Company at an exercise price equal to the closing price of BPSR stock on the Effective Date, exercisable
from the date of issuance until the tenth (10th) anniversary of the date of issuance (“Warrant”).


 




    	 



     


    

 


(ii)
Notwithstanding any provision contained in this Agreement, in the event of an occurrence of a Change in Control (as defined
in Section 5.4(c)) or termination of the Agreement pursuant to Section 5.2 and/or Section 5.3, the exercise price for all outstanding
warrants granted to Executive to purchase common stock of the Company during the term of this Agreement shall be reduced to $0.001
per share.


 


Section
5.4(b) of the Employment Agreement shall be replaced in its entirety by the following:


 


all
outstanding unvested stock options and warrants granted to the Executive during the Employment Term shall become fully vested
and exercisable for the remainder of their full term and the exercise price of any such options and warrants shall be reduced
to par value ($0.001) per share;


 


3. Date
of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the date first written above, subject to
the approval of the Board of Directors of the Company (the “Effective Date”). Except as expressly provided
in this Amendment, all of the terms and provisions of the Employment Agreement are and will remain in full force and effect
and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments
contained herein will not be construed as an amendment to or waiver of any other provision of the Employment Agreement or as
a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent
of the other Party. On and after the Effective Date, each reference in the Employment Agreement to “this
Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words
of like import, and each reference to the Employment Agreement in any other agreements, documents or instruments executed and
delivered pursuant to, or in connection with, the Employment Agreement, will mean and be a reference to the Employment
Agreement as amended by this Amendment.


 


4. Miscellaneous.


 


(a)
This Amendment is governed by, and construed in accordance with, the laws of the State of Florida, without regard to the
conflict of laws provisions of such State.


 


(b)
This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted
successors and permitted assigns.


 






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(c)
The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.


 


(d)
This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the
same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as
delivery of an original executed counterpart of this Amendment.


 


(e)
This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and
oral, with respect to such subject matter.


 


SIGNATIRE
PAGE FOLLOWS


 




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IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


 


	 	COMPANY:
	 	 
	 	BIOTECH
    PRODUCTS SERVICES AND RESEARCH, INC. 
	 	 	 
	 	By
    	/s/
    Albert Mitrani
	 	Name:	Albert
    Mitrani
	 	Title:
    	CEO
    and President


 


	 	EXECUTIVE:
    
	 	 	 
	 	By
    	/s/
    Maria I. Mitrani
	 	Name:
    	Maria
    I. Mitrani


 




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