EXHIBIT 10.2

CLASSIFIED EMPLOYMENT AGREEMENT

___________ through ___________

Between

CHRIS CARTER

And

EVERYTHING BLOCKCHAIN, INC.

(f/k/a “OBITX, Inc.”)

TABLE OF CONTENTS

_______________________

Employee Initials: ________

This Classified Employment Agreement (this “Agreement”) between the MERCURY, INC., an Idaho corporation, hereinafter referred to as “Company”, and CHRIS CARTER, an Idaho resident, hereinafter referred to as “Employee”. The representatives of the Company and the Employee, having met and negotiated in accordance with Idaho Labor Laws and all other applicable laws, have agreed jointly and unanimously to the terms and conditions set forth in this agreement.

ARTICLE 1. DEFINITIONS

Employee Initials: ________

ARTICLE 2. EMPLOYEE RIGHTS

Employee Initials: ________

ARTICLE 3. COMPANY RIGHTS

ARTICLE 4. NON-DISCRIMINATION

Employee Initials: ________

ARTICLE 5. EVALUATION

Each permanent classified employee may be randomly rated by their immediate supervisor. The results will be inputted on a report which will be provided to the employee. The employee’s signature on the report indicates only that they have seen the report not that the employee agrees with the evaluation.

A probationary employee shall serve a twelve (12)-month probationary period and receive an evaluation on or about quarterly intervals. The probationary period will begin on the first day of regular status employment (not temporary, substitute, limited and/or short-term employment).

If the Company fails to complete an evaluation of a probationary employee during the probationary period, it will be determined that the employee has met the requirements to be removed from probationary status.

Failure on the part of the Company to complete quarterly evaluations of a probationary employee does not obligate the Company to retain the employee at any point in the probationary period.

Þ Quality of Work 

Þ Work Habits 

Þ Working Relations 

Þ Meeting Work Commitments 

Þ Demonstration of Initiative 

Þ Dependability and Reliability 

Þ Attendance 

Þ Safety 

Þ Communication Skills

Employee Initials: ________

ARTICLE 6. PERSONNEL FILES

Materials in personnel files of employees that may serve as a basis for a affecting the status of their employment are to be made available for the inspection of the person involved. Materials not signed and dated will be removed from the employees file unless it is noted that the employee refused to sign (evaluations and/or disciplinary actions that requires a signature or the employee is/was absent). This material does not to include ratings, reports, or records which were obtained prior to the employment of the person involved.

Every employee shall have the right to inspect these materials upon request, provided that the request is made at a time when the person is not actually required to render services to the employing Company.

Information of a derogatory nature, except materials excluded herein, shall not be entered or filed unless and until the employee is given notice, and an opportunity to review and comment thereon. An employee shall have the right to enter, and have attached to any such derogatory statement, their own comments thereon.

Upon written authorization by Employee, an authorized representative of the Employee shall be permitted to examine materials in said employee’s personnel file.

Letters of commendation shall, upon request by Employee, be placed in personnel files.

ARTICLE 7. PUBLIC CHARGES

ARTICLE 8. CLASSIFICATION OF EMPLOYEES

ARTICLE 9. HOURS AND OVERTIME

Workweek: The regular workweek of a non-salary employee shall consist of not more than five (5) consecutive working days (normally Monday-Friday). An employee assigned four (4) or more hours shall be compensated for any work required to be performed on the sixth (6th) or seventh (7th) day at one and one-half (1½) times the employee’s regular rate of pay. All employees shall be compensated for any work required to be performed on holidays at two and one-half (2½) times the employees’ regular rate of pay.

Workday: The length of a regular workday shall not exceed eight (8) hours. Each bargaining unit employee shall be assigned a fixed, regular, and ascertainable number of hours. Work schedules for employees shall be established, structured, and directed by the Company; said established schedule shall not be changed by the Company without prior notice to the affected employee. Established work schedules shall be fixed by the Company to meet its educational goals and objectives, and to function in an organized and efficient manner, as determined by the Company.

Employee Initials: ________

Nothing contained herein shall preclude the Company from establishing a work schedule involving ten (10) hours per day for four (4) days per week for classifications and positions it may select.

Established schedules may be changed after consultation with Employee.

Lunch Period: Not less than a thirty (30) minute non-compensated lunch period shall be provided to employees who render service of at least six (6) consecutive hours per day. Said lunch period shall be assigned by the employee’s immediate supervisor, normally to be taken at the conclusion of four (4) hours of daily service.

Rest Period: A fifteen (15) minute compensated rest period shall be provided to all employees within each four (4) hour period. The rest period described herein shall be taken according to an assignment schedule established by the employee’s immediate supervisor. Under no circumstances are rest periods to be combined, accumulated, nor compensated for in lieu of utilization.

Service Record: Each employee shall prepare and sign a single monthly time report established by the Company. Employees may retain a copy of these time sheets at the time the sheet is submitted. When technological resources of the Company allow an electronic paperless means of recording time and attendance, the employee will use such medium for recording.

Overtime Rate: The Company agrees to compensate bargaining unit employees at the rate of one and one-half (1½) times the employees’ regular rate of pay for each hour of work in excess of eight (8) hours per day or forty (40) hours per week, and for the first eight hours worked on the seventh consecutive day of work in a workweek; and double the employee’s regular rate of pay for all hours worked in excess of 12 hours in any workday and for all hours worked in excess of eight on the seventh consecutive day of work in a workweek.

The Company will post overtime assignments monthly and attempt to diversify overtime among all employees at the end of year. Except in emergency situations which take place within twenty-four (24) hours of an employee’s overtime assignment, the employee may decline to work the offered overtime. If the overtime is offered with at least twenty-four (24) hours advance notice, an employee who declines said overtime shall have their overtime account credited with the declined hours, even though they shall not be paid for the credited hours.

Part-time employees may be assigned hours from potential overtime hours up to the point at which they would reach overtime.

Employee Initials: ________

ARTICLE 10. VACATIONS AND HOLIDAYS

*See Article 10, Section (a), 3 below.

Requests for extended vacation without pay may be approved only for emergencies and at the sole and exclusive discretion of the Company.

Employees in their initial six (6) months, as well as part-time employees, are not entitled to vacation pay.

Employee Initials: ________

To be credited for vacation entitlement, a year of service shall mean a full and complete year of Company employment.

Except when the Company deems that its work requires deviation, vacation for such employees shall be taken during the winter and spring holiday period.

Efforts will be made to enable vacation to be taken at times requested by and convenient to the employee consistent with the need of the Company.

An attempt will be made to approve and assign vacation periods in a manner which is fair to all employees. If a scheduling problem exists because of either the demands of Company work or the number of employees preferring a particular time for vacation, a rotating allocation will be used.

Employee vacation requests shall be in writing and approved or disapproved by the employee’s immediate supervisor within ten (10) working days of receipt of request.

Employees may not accumulate more than two-hundred and forty (240) work hours. Any issues arising due to employees accumulating two-hundred and forty (240) hours will be handled on a case-by-case basis upon request by the employee.

If an employee’s properly scheduled vacation is delayed by serious illness or injury, that employee may, with proper medical verification, reschedule the vacation with their immediate supervisor’s approval. If a vacation in progress is interrupted by serious illness or injury, those days shall be charged to the employee’s accumulated sick leave.

Employees shall have the following listed holidays when they fall within their work year. Employees must be in a paid status on the day before or after the holiday to qualify for the holiday pay:

Þ Independence Day

Þ Labor Day

Þ Veteran’s Day

Þ Thanksgiving Day

Þ Day after Thanksgiving (in lieu of Thanksgiving Day)

Þ Christmas Eve Day

Þ Christmas Day

Þ New Year’s Eve Day New Year’s Day

Þ Martin Luther King Day

When one of the specified holidays falls on a Saturday, it shall be celebrated on the preceding Friday; when one of the specified holidays falls on a Sunday, it shall be celebrated on the following Monday.

Working a four (4) day ten (10) hour week will not cause an employee to lose the holiday.

Employee Initials: ________

ARTICLE 11. LEAVES

a. Sick Leave.

Employees absent due to illness or injury must follow procedures established by their immediate supervisor and notify their immediate supervisor of (i) their intent to be absent, (ii) the nature of the illness or injury, and (iii) the anticipated duration of the illness. Except in the case of emergency, such notification shall be made not later than one (1) hour prior to the start of the employee’s work shift.

Sick leave benefits will be granted to all employees without pay deduction based on one day’s leave for each month of service. Sick leave may be used only for personal illness, injury, or quarantine. Sick leave may also be utilized to allow the employee to care for the illness or injury of a child, spouse, or parent of the employee up to a maximum of fifteen (15) days annually including any personal necessity days taken under Article 11, Section (b) below.

Sick leave may be granted for absences due to medical or dental appointment, eye examinations, or any professional medical services.

Employees working less than full-time shall be entitled to sick leave in the same ratio that their employment bears to full-time employment.

If an employee does not take the full amount of sick leave allowed in any year, the amount not taken shall be accumulated from year to year.

Employees may not use more than six (6) consistent sick-leave absences at any given time.

An employee anticipating a future sick leave absence due to surgery or other predictable cause shall notify the Company in writing as far in advance as possible of said absence.

b. Personal Necessity Leave.

A maximum of seven (7) days of sick leave may be used in any Company year for personal necessity leave, including:

Approval shall be obtained by Employee prior to absence if possible. Upon return from an absence for personal necessity, as outlined above, the employees shall upon request file a written statement verifying the use of these leave provisions and record absence in the Company’s electronic absentee system.

Employee Initials: ________

c. Extended Sick Leave.

A regular classified employee who is absent because of illness or accident beyond their accumulated sick leave shall be paid at the rate of fifty percent (50%) of their daily rate of pay for those days beyond their accumulated sick leave. This additional paid sick leave, when added to their accumulated sick leave, shall not exceed one hundred (100) working days in the fiscal year. It shall not be cumulative and shall be exclusive of any other paid leave, holiday, vacation, or authorized compensatory time to which the employee may be entitled. Absence because of accident or illness beyond the one hundred (100) working days shall be without pay.

The extended sick leave described above shall be granted to all regular classified employees on June 1 of each year. Unless waived by the Company, sick leave shall be prorated for employees working less than a full year.

Upon the approval of the Company, an employee may return to their work classification on a limited day basis following an extended sick leave, for a period of up to one (1) year, provided that said employee produces written verification from their attending physician which states that the employee can perform said limited day duties without impairment and without any increased susceptibility to industrial accident injury or illness.

An employee who is unable to return to work at the termination of sick leave may request an unpaid medical leave for up to thirty-six (36) months.

d. Catastrophic Leave.

An employee who is suffering from a catastrophic illness or injury may request that eligible leave credits be donated for their use. An employee who is suffering from a catastrophic illness or injury must request the donation of eligible leave credits in writing. The employee must exhaust all accrued paid leave credits before using donated leave credits.

An employee suffering from a catastrophic illness or injury shall provide verification by means of a signed and dated letter executed by the ill or injured person’s physician indicating the incapacitating nature and probable duration of illness or injury.

The maximum benefit to be received by any employee for any single catastrophic illness or injury is one (1) year from the date provided in the treating physician’s verification letter.

Any employee who receives paid leave pursuant to this Section shall use any paid leave credits that they continue to accrue monthly before receiving paid leave pursuant to this Section.

Employee’s immediate supervisor shall determine that the employee is required to take time off work for an extended period to care for an immediate family member, and that the employee has exhausted all accrued paid leave credits. When this verification and determination has been made, the immediate supervisor may approve the transfer of accrued vacation credits.

Employee Initials: ________

Employees may donate vacation credits to a specific employee when (i) that employee or a member of their immediate family suffers from a catastrophic illness or injury, (ii) the employee is unable to work, and (iii) the employee has exhausted all accrued paid leave credits. Eligible leave credits are to be donated in full one-day increments.

An employee wishing to donate accrued vacation to a specific employee under this agreement shall complete, sign, and deliver a form designating the number of vacation days to be donated; acknowledging that their transfer of used leave credits is irrevocable.

Immediate supervisor will inform employee of how donations may be made in response to the employee’s requests.

Vacation donations will be time and date stamped as received by employee’s immediate supervisor. All vacation donations will be used in order of receipt. If more vacation is donated than is needed, the vacation will be returned to donors in reverse order of receipt of donation.

e. Maternity Leave.

Absences due to maternity leave are treated in the same manner as other illness or disability.

Not later than two (2) months prior to the expected date of delivery, notice of the anticipated absence shall be given to the supervisor in writing.

In the event the employee does not return to work when released from disability status by the physician, the employee shall request a child rearing leave.

An employee’s written request for leave of absence without pay beginning at a period prior to the onset of disability related to birth or following the end of the disability period after delivery are to be made to the employee’s immediate supervisor as far in advance as possible, and in no event less than sixty (60) days in advance.

f. Child Rearing Leave.

An unpaid leave of absence shall be granted to an employee following the birth or adoption of an infant child.

An employee giving birth to, or adopting an infant child, may submit a request for an unpaid leave of absence for the purpose of child rearing. Said request shall be submitted in writing employee’s immediate supervisor as far in advance of the requested commencement of the leave as possible.

Unpaid child rearing leave shall consist of not more than six (6) months, including the disability period, if applicable.

g. Jury Duty.

The Company agrees to grant employees regularly called for jury duty in the manner provided by law, leave of absence without loss of pay for time the employee is required to perform jury duty during the employee’s regularly assigned working hours.

Employee Initials: ________

Employees called for jury duty must notify their immediate supervisor of the service dates upon receiving said notice from officers of the court. Employee shall provide a copy of said court notice to immediate supervisor.

The Company shall grant full compensation. Fees received by the employee for their jury duty services, excluding travel and subsistence expenses, shall be remitted to the Company.

Employees are required to return to work during the portion of day in which jury duty services are not required.

An employee whose regular assigned shift commences at 4:00 p.m. or later shall be relieved from work with full pay for the day. Employee will only receive full pay for the day if the Company has received a copy of the court notice from the employee.

h. Extended Leave.

A medical leave of absence without pay may be granted to a permanent employee who, because of extended illness or temporary disability, is unable to perform their assigned duties. A written request for medical leave of absence shall be submitted to the employee’s immediate supervisor for approval by the Chief Executive Officer.

An employee on an approved unpaid medical leave of absence may continue coverage under applicable insurance programs provided by the Company, so long as employee continues to pay their necessary premium payments.

i. Legislative Leave.

A leave of absence shall be granted employees who are elected to the Florida State Legislature.

Any employee who has achieved permanent employment status with the Company is eligible for legislative leave.

An employee elected to the Florida State Legislature may request a legislative leave of absence to fill the term of office. Said requests shall be submitted not later than fifteen (15) days after being elected to office. If the employee fails to make a request for legislative leave, or the employee’s request is denied at the time of their request, the Company will have no duty to rehire the employee.

Upon sixteen (16) days after an employee being elected to Florida State Legislature, provided that the employee has not provided the Company with employee’s notice of their legislative leave of absence, the Company may treat such election as a determination by employee to resign from their employment with Company without a reemployment opportunity at the end of employee’s term of office.

Given the public nature of the Company, an employee who requests legislative leave and is provided with a legislative leave of absence will not preserve the ability to work for the Company during the employee’s term of office. Furthermore, an employee shall receive no Company compensation while on legislative leave.

Upon Company’s granting of employee’s legislative leave of absence, the employee may, within six (6) months after the expiration of the employee’s term of office, be entitled to return to the position held at the time of employee’s election. Return to service after leave except as otherwise noted in this agreement will entitle the employee to placement at the site and in the department from which the employee left, provided that a position exists at the site and in the department. If no position exists, then the involuntary transfer language will be used to determine who must be transferred.

Employee Initials: ________

Reinstatement shall be made at the salary which the employee would have been entitled had legislative leave not been utilized.

j. Military Leave.

Employees shall be granted any military leave to which they are entitled under law. Employees shall be required to request the Company for military leaves in writing, including appropriate military orders, as far in advance as possible.

Employees expecting to receive such orders shall attempt to request service dates that will cause a minimum disruption to Company operations.

Upon return, the employee shall have all the rights and privileges which they would have enjoyed had they not been absent from the Company. The employee will advance on the salary schedule as if they had been working full-time during their military leave.

k. Bereavement Leave.

The purpose of bereavement leave utilization shall be for the death of a member of the employee’s immediate family, a domestic partner, or the death of a relative.

Any state or federal law applicable to Everything Blockchain, Inc. which expands this definition will supersede this definition upon notice to the Company by employee.

Employees exercising this leave of absence provision shall notify their immediate supervisor as soon as possible as to the expected duration of the absence.

Except by special arrangement, bereavement leave time commences upon the day after the family member’s death.

An employee shall be granted one (1) day of fully paid leave to attend the funeral of employee’s immediate family member. An employee may use personal necessity leave for the funerals of anyone other than employee’s immediate family.

An employee shall be granted up to five (5) days of fully paid leave for a death in the employee’s immediate family. In addition, the Company may grant the following bereavement leave benefits for a death in the employee’s immediate family: for the sixth (6^th) through the tenth (10^th) consecutive day, employee will be compensated at one-half (½) times the employee’s regular rate of pay if personal necessity leave is not used. For the eleventh (11^th) consecutive day or more, the employee will receive no compensation.

Employees shall provide, upon Company request, additional verification of the use of this leave provision.

Employee Initials: ________

l. Industrial Accident and Illness Leave.

Notwithstanding any other provision of this Article, only full-time employees of the Company shall be eligible for industrial accident or illness leave as provided herein.

An employee who has sustained a job-related injury or illness shall report the injury or illness to the Company through the employee’s immediate supervisor if physically able to within twenty-four (24) hours of the occurrence which led to the injury or illness.

Allowable leave shall be for not more than sixty (60) working days in any one fiscal year for the same illness or accident. Allowable leave shall not be accumulated from year-to-year. When an industrial accident or illness leave overlaps into the next fiscal year, the employee shall be entitled to only the amount of unused leave due for the same illness or injury.

Industrial accident or illness leave shall commence on the first day of absence. Industrial accident or illness leave shall be reduced by one (1) day for each day of authorized absence regardless of any temporary disability indemnity award.

Any employee receiving benefits because of this Section shall, during periods of injury or illness, remain within the State which they have maintained their employment with the Company unless the employee’s immediate supervisor authorizes the employee’s travel outside the employee’s State.

During any paid leave of absence initiated under this Section, the employee shall endorse to the Company the temporary disability indemnity, checks received on account of their industrial accident or illness. The Company, in turn, shall issue the employee appropriate payment of the employee’s wage and shall deduct normal retirement, other authorized contributions, and the temporary disability indemnity, if any, actually paid to and retained by the employee for periods covered. Upon conclusion of this industrial paid leave, an employee may utilize any available sick leave benefits providing that any sick leave utilization, when combined with any temporary disability indemnity, shall not exceed one hundred percent (100%) of the employee’s normal compensation.

An employee shall be permitted to return to service after an industrial accident or illness only upon the presentation of a release form the authorized Workers’ Compensation physician certifying the employee’s ability to return to their position classification without restrictions or detriment to the employee’s physical and emotional well-being.

m. Family Leave.

The Company agrees to comply with the State and Federal laws on family medical leaves. The FMLA provides, among other things, that eligible employees (those who have worked 1250 hours in the previous year) may have unpaid leave of up to 12 work weeks for specific reasons without losing health benefits. Other paid leaves may be offset against the 12-week period.

n. Leave of Absence Without Pay.

After completion of three (3) years of continued employment, a leave of absence without pay shall be granted to the employee for up to one (1) year. This leave is not to be confused with employees who are either laid off or placed on a reemployment list for medical reasons.

An employee requesting such an extended leave of absence shall submit the request in sufficient time for the Chief Executive Officer’s consideration.

Employee Initials: ________

The granting of a leave of absence without pay gives to the employee the right to return to a position within their classification at the expiration of their one (1) year leave of absence.

When an employee returns to duty following a leave of absence without pay, they are entitled to all sick leave benefits accumulated prior to the employee taking their leave of absence. The employee shall return to the appropriate schedule placement based on the number of years of service, not to include the time spent on unpaid leave.

The Company will consider part-time unpaid leave to allow employees to enhance their educational background. However, this option will only be available when the work of the Company can be accomplished as determined by the employee’s immediate supervisor.

ARTICLE 12. TRANSFER

Employee Initials: ________

After consultation with Employee, a transfer may be made by the Company at any time for any of the following reasons:

Except in cases where a particular employee must be transferred involuntarily, when all transfer criteria are judged equal by the Company, and when there is no suitable volunteer, the least senior employee within a given classification at a particular job site shall be involuntarily transferred.

An employee may request a conference with or a written statement from their immediate supervisor regarding reasons for the involuntary transfer.

In the exercise of this right of involuntary transfer, the Company shall not act in a manner that is arbitrary, capricious, or discriminatory.

An involuntary transfer that results in additional travel for an employee of more than fifteen (15) miles per day round trip between either home and the new job site, or the old job site and the new job site (whichever is less), shall be paid a flat mileage rate of $200.00 per year. Such mileage reimbursement shall not last more than two (2) years following the employee’s involuntary transfer.

ARTICLE 13. PAY AND ALLOWANCES AND FRINGE BENEFITS

All employees shall receive checks, electronic/direct deposits, and/or electronically sent paystubs on the Wednesday following the end of the most recent pay period. Payroll changes are made during the pay period following the one in which they occurred.

There will be no fringe benefit program at this time. The Company, in its sole discretion, may elect to implement fringe benefits to Employee at some point in the future.

The Company believes that all classified employees shall be paid competitively when compensation is compared with the local labor market of Employee. The consultation process will continue to be the vehicle for the cooperative exploration of compensatory issues. Compensation of Employee will be eligible for reconsideration once every three (3) years, unless the Company elects to reconsider Employee’s compensation prior to the three (3) year mark.

Employee Initials: ________

ARTICLE 14. EMPLOYEE SAFETY

It shall be the responsibility of any employee who is the victim of an assault or battery of any type in connection with their employment to:

Upon notice, it shall be the responsibility of the immediate supervisor to report the incident to the Chief Executive Officer’s office, and such other authorities as deemed appropriate with the least possible delay.

It shall be the responsibility of the Company to provide, upon request by the involved employee(s), appropriate non-confidential information relating to an incident of assault and/or battery.

If unhealthful conditions cause the dismissal of employees, such employees shall be dismissed from their duties without loss of pay for the remainder of the workday.

To the extent required by law or otherwise in the absolute discretion of the Company, when an employee is included in litigation which asserts liability for non-intentional or non-willful acts occurring within the course and scope of employment, the Company will provide a defense if the employee gives the Company control of the litigation, including but not limited to the right to compromise and settle the matter on terms acceptable to the Company.

Employee may be reimbursed for personal equipment, vehicle, or clothing damaged or stolen to a maximum amount of five-hundred dollars ($500). This amount will be reimbursed only if Employee has registered the personal equipment with the immediate supervisor. It will be the responsibility of Employee to report the vandalism immediately so that a reasonable determination may be made that the vandalism occurred at that time on Company property. It will also be the responsibility of Employee to file and provide a copy of a police report to the Company as a condition of reimbursement. The amount of reimbursement to Employee will be limited to the amount of the Employee’s insurance deductible or five hundred dollars ($500.00), whichever is less. No Employee may receive reimbursement for vehicle damage more than once every six (6) months.

Employee Initials: ________

ARTICLE 15. EFFECT OF LAYOFF

a. Layoff and Reemployment.

The Company will notify Employee of any contemplated layoff due to lack of funds or lack of work. The only reason for layoff or a reduction of assigned hours shall be lack of funds or lack of work.

Any layoff shall take place upon sixty (60) calendar days written notice to the subject employee. Any notice of layoff shall specify: (i) the reason for layoff, (ii) the identity by name and classification of the employee designated for layoff, and (iii) information on the employee’s displacement rights, if any, as well as their reemployment rights.

Layoff or a reduction in assigned hours will be based on seniority, which shall be determined by the date of hire and the first date of service within a classification. Those laid off would be eligible for reemployment for a period of thirty-nine (39) months.

When a laid off employee exercises their right to enter a classification or position which the employee currently or previously has served, the least senior employee within a classification will be relocated regardless of the number of hours associated with that position.

Laid off employees are eligible for reemployment for a thirty-nine (39) month period and shall be reemployed in the order of their layoff. Their reemployment shall take precedence over other employment in the classifications affected by the layoffs.

An employee who is laid off and is subsequently eligible for reemployment as provided for herein may be so notified in writing by the Company. The employee shall notify the Company in writing of their intent to accept or refuse employment within ten (10) working days following receipt of Company’s reemployment notice being delivered to the employee. Failure by the employee to tender the written notice to the Company within ten (10) days as provided for herein shall be deemed a refusal of employment by said employee. The laid- off employee may decline two (2) offers of employment before relinquishing their position on the list. If an employee on a reemployment list refuses the second offer of employment, no additional offers will be made, and the employee shall be considered unavailable for work and have waived all consideration for reemployment.

Subject to insurance carrier approval, fringe benefit coverage, if at the time provided, shall continue for those who have qualified for such coverage until the end of Company’s next billing period with the relevant insurance companies, provided said employee does not accept gainful employment elsewhere during the thirty (30) day period.

The Company and the Employee each voluntarily and unqualifiedly waives the right, and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter related to reduction in force actions and effects related thereto, even though such subject or matter may not have been within the knowledge or contemplation of either or both of the parties at the time they negotiated or signed this Agreement.

The Company agrees in instances where technology causes the elimination or reduction of positions to address alternatives to layoff. Alternatives may include, but not be limited to retraining or transfer to other positions in which the impacted employee meets the minimum qualifications.

Employee Initials: ________

ARTICLE 16. PROMOTION

ARTICLE 17. GRIEVANCE AND ARBITRATION PROCEDURES

a. General Provisions.

The respondent in all cases shall be the Company itself rather than any individual. The filing or pendency of a grievance shall not delay or interfere with implementation of any Company action during the processing thereof.

Before filing a formal written grievance, the grievant shall make a reasonable attempt to resolve it by means of an informal conference with grievant’ s immediate supervisor. Either the grievant or the immediate supervisor may have a witness present at said informal conference providing twenty-four (24) hours advance notice is given to the other party.

b. Formal Level.

Þ Level I

If Employee wishes to initiate a formal grievance, Employee must do so within ten (10) workdays after the occurrence of the act or omission giving rise to the grievance by presenting such grievance in writing to Employee’s immediate supervisor.

The written statement shall be a clear and concise statement of the grievance, including (i) the specific provisions of the Agreement alleged to have been violated, misapplied, or misinterpreted, (ii) the circumstances involved, and (iii) the specific remedy sought. Employee’s written statement shall be submitted on ‘Grievance Form’ provided by the Company hereto as Appendix B. Employee’s statement may not be changed at later levels of the grievance and arbitration procedure.

Either party may request a personal conference with the other party. The Company shall communicate a decision to the employee in writing within ten (10) workdays after receiving the grievance and such action will terminate Level I.

Þ Level II

Employee Initials: ________

In the event the grievant is not satisfied with the decision at Level I, the grievant may appeal the decision in writing to the Chief Executive Officer or designee within ten (10) workdays after the termination of Level I.

The written appeal described herein shall be submitted, by Employee, on Company’s Grievance Form under section entitled ‘Level II’, and shall include a copy of the original grievance, the decision rendered at Level I, and a clear, concise statement of the reasons for the appeal. Either the grievant or the Chief Executive Officer or designee may request a personal conference.

The Chief Executive Officer or designee shall communicate a written decision within ten (10) workdays after receiving the appeal and such a decision will terminate Level II.

Þ Level III - Mediation

If the Company elects, the grievance may be referred to a mediator appointed by the Company. Both Employee and Company agree to participate in the process in good faith to reach an equitable resolution.

Mediation will be scheduled as soon as calendars can be arranged.

Employee and Company shall each bare half the cost of mediation.

c. Arbitration.

A grievance which is not settled at Level III, and which Employee desires to contest further, shall be submitted to binding arbitration as provided herein, but only if Employee gives written notice to the Company of its desire to arbitrate the grievance within ten (10) workdays after the termination of Level III. It is expressly understood that the only matters which are subject to binding arbitration are grievances as defined above which were processed and handled in accordance with the limitations and procedures of this Article. Processing and discussing the merits of an alleged grievance by the Company at any level shall not constitute a waiver by the Company of a defense that the dispute does not sufficiently qualify as a grievance.

The function and purpose of arbitration is to determine disputed interpretation of terms found in this Agreement, or to determine disputed facts upon which the application of this Agreement depends. The arbitrator shall therefore not have authority, nor shall they consider it their function, to decide any issue not submitted or to so interpret or apply the Agreement as to change that which can fairly be said to have been the intent of the parties as determined by generally accepted rules of contract construction.

Past practice of the parties in interpreting or applying terms of this Agreement may be considered as relevant evidence.

Employee Initials: ________

Upon the mutual and written agreement between Company and Employee, the parties may elect to utilize the expedited arbitration procedures of the American Arbitration Association.

The arbitrator may hear and determine only one grievance at a time unless the Company expressly agrees otherwise. However, both parties will in good faith endeavor to handle in an expeditious and convenient manner cases which involve the same or similar facts and issues.

The grievance and arbitration procedure described above is to be Employee’s sole and final remedy for any claimed breach of this Agreement.

Disciplinary matters will remain subject to the provisions of the following Article 18 (Progressive Discipline).

Employee Initials: ________

ARTICLE 18. PROGRESSIVE DISCIPLINE

The Company has the right and responsibility to take disciplinary action where there are instances of Employee’s misconduct or refusal to obey the laws or regulations of the State, administrative rules, or this Agreement.

Employees not on probation shall be progressively disciplined. Probationary employees may be released summarily.

The employee shall be informed by written notice of the specific charges against them and their right to a hearing on the charges which may take place no earlier than five (5) days after service of the notice to the employee. The notice shall include a card or paper which when signed constitutes a demand for hearing and a denial of all charges. Employees may be relieved of responsibility prior to a hearing either with or without pay.

Serious violations shall bypass progressive discipline procedures.

Employee Initials: ________

Employee Initials: ________

If Employee requests a hearing, Employee may elect to acquiesce a panel of (i) three (3) other employees of the Company, or (ii) the Chief Executive Officer and Employee’s immediate supervisor to be appointed to review the evidence and determine whether discipline is appropriate. It shall be within the authority of the panel after having reviewed the evidence to recommend to whether the discipline is appropriate. Prior to the presentation of the case, at the request of either Company or Employee, a mandatory settlement conference shall be held to explore a possible compromise. Settlement agreements shall be in writing.

In the event Employee elects to use a panel of three (3) other employees of the Company, the panel shall be composed of employees appointed by the Company which are in reasonable proximity and position as Employee.

Employee shall be entitled to representation. The formal rules of evidence do not apply, and only key witnesses will be allowed to testify in front of the panel. All others will have their testimony conveyed to the panel by oath or affirmation given under penalty of perjury (a declaration). In the event of a dispute over whether a witness may testify, the panel’s determination shall be final. The total time for the hearing is restricted to two (2) hours (unless the panel specifically determines additional time is necessary). The panel shall cause an audio recording to be made of the entire proceeding which shall serve as the official record. Copies shall be made available to both Employee and Company. The panel may order a transcript of the hearing prepared for its review and use that transcript in lieu of the audio recording.

d. Case Process

Þ Opening statement.

Þ Company presentation of witnesses and evidence.

Þ Panel questions.

Þ Employee questioning. (Limited to ten (10) minutes without panel approval for extension.)

Þ Employee presentation of witnesses and evidence.

Þ Panel questions.

Þ Company questioning. (Limited to ten (10) minutes without panel approval for extension.)

Þ Company final statement.

Þ Employee final statement.

Þ Panel questions on any topic (optional).

The panel shall provide a written recommendation for discipline which contains findings of fact on key issues within five (5) calendar days of the hearing.

It is intended that the decision of the panel is advisory upon the Company. Employee or Company may appeal the recommendation of the panel to Company within five (5) days of the final decision by stating the grounds of the appeal in no more than two (2) double spaced pages.

Employee Initials: ________

The panel may allow additional evidence or make its decision based upon the findings of fact and/or record of the prior hearing. Any deliberations of the panel shall be confidential; however, any new evidence considered by the panel shall be in the presence of Employee. If the panel determines that the discipline is not warranted, no record of the incident leading to the proposed discipline shall be contained in the Employee’s personnel file.

The panel shall prepare findings of fact and issue a written decision. The panel’s final determination of the sufficiency of the cause for disciplinary action shall be conclusive.

ARTICLE 19. CONCERTED ACTIVITIES

It is agreed and understood that there will be no strike, work stoppage, slow-down, or refusal or failure to perform job functions and responsibilities fully and faithfully, or other interference with the operations of Company by Employee during the term of this Agreement. Employee shall not comply with any request of other labor organizations to engage in activity mentioned herein.

Employee recognizes the duty and obligation to comply with the provisions of this Agreement and to make every effort toward inducing all employees to do so. In the event of a strike, work stoppage, slow-down, or other interference with the operations of the Company by employees who are represented by it, Employee agrees in good faith to take all necessary steps to cause those employees to cease such action.

It is agreed and understood that any employee violating this Article may be subject to discipline up to and including termination by the Company.

It is understood that in the event this Article is violated, Company shall be entitled to withdraw any rights, privileges, or services provided for in this Agreement from Employee, and to take any other emergency action as needed.

It is also agreed that there will be no lock-out of employees during the term of this Agreement.

ARTICLE 20. EFFECT OF AGREEMENT

It is understood and agreed that the specific provisions contained in this Agreement shall prevail over present and past Company practices, procedures, and regulations, and over State laws to the extent permitted by State law, and that except as expressly provided by specific provisions of this Agreement, all lawful practices, procedures, and regulations are discretionary within the Company.

Company and Employee shall make a mutual effort to work together regarding implementation and interpretation of this Agreement.

ARTICLE 21. SEVERABILITY

If any provisions of this Agreement are held by a court of competent jurisdiction to be contrary to law, then such provision will be deemed invalid to the extent permitted by such court decision, but all other provisions or applications shall continue in full force and effect.

Employee Initials: ________

ARTICLE 22. ENTIRE AGREEMENT

The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make requests and proposals with respect to any subject or matter not removed by law and that all the understandings and agreements arrived at between the parties after the exercise of that right and opportunity are set forth in this Agreement.

ARTICLE 23. TERM AND RENEGOTIATIONS

This Agreement shall become effective upon the sale of the business to Everything Blockchain and remain in full force and effect up to and including July 31, 2024, and thereafter shall continue in effect from year to year unless and until one of the parties notifies the other in writing of its request to modify, amend, or terminate the Agreement no later than thirty (30) days prior to the conclusion of the term end in this Agreement. This Article applies to all subsequent agreements arising from this Agreement.

If Employee desires to open negotiations for a successor agreement, Employee shall present to Company a copy of its full and complete proposal for said successor agreement.

ARTICLE 24. COMPENSATION

Employee’s Status:

Employee Stock Incentives:

☒ Stock/Warrant/Option

Description: Employee will be issued 300,000 shares of common stock (100,000 for each year of service under this Agreement). Shares to be issued as of date of entering into this Agreement.

Commissions:

[__] Gross Sales Commission: _______%                                        [_√_] Net Sales Commission: 50%

{SIGNATURE PAGE FOLLOWS THIS PAGE}

Employee Initials: ________

SIGNATURE PAGE

IN WITNESS WHEREOF, Company and Employee have caused this Agreement to be executed on this ____________ day of _____________, 20_______.

Employee: CHRIS CARTER

          _________________________________________

By:    _________________________________________

EMPLOYER AUTHORIZATION

__________________________________

By: Michael Hawkins, Board of Directors

Employee Initials: ________

APPENDIX A. EMPLOYEE EVALUATION FORM

Employee Initials: ________

APPENDIX B. GRIEVANCE FORM

Employee Initials: ________