INDEPENDENTCONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is by and between Laurence Wainer (the “Executive”), and Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”), effective the 11^th day of September, 2015 (the “Effective Date).

WHEREAS, Executive has years of experience in the interlock industry; and,

WHEREAS, the Company wishes to contract with Executive for the purpose of having him perform in the capacity of Chief Executive Officer (“CEO”) of the Company. The duties of the Executive, among others, shall include the performance of all of the duties typical of the office held, those described in the bylaws of the Company, and such other duties and projects as may be assigned by the Company or the Board of Directors, more fully described below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

The Company hereby engages Executive to provide his services as its full time CEO. In this role he will be expected to lead the Company, primarily by (i) selling the Company’s products, (ii) obtaining any required state certifications for the Company’s products, (iii) overseeing the manufacturing of the Company’s products, and (iv) preparing and filing all necessary filings as a publicly-traded company. Collectively, the Executive’s duties are referred to herein as the “Services”).

Compensation to Executive for the Services provided pursuant to this Agreement shall consist of the following:

This Agreement shall have an initial term of one (1) year (the “Term of Services”) and, at the end of this period will automatically be renewed for a further one (1) year period which will roll over each year thereafter, unless terminated by the Company or the Executive in accordance with this Agreement. Notwithstanding this Term of Services, this Agreement may be terminated pursuant to Section 7, below (the “Service Termination Date”).

Executive shall not be liable to the Company or any of its shareholders, and the Company shall indemnify and hold Executive harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and attorneys’ fees and expenses asserted against or imposed or incurred by him, and to pay related attorney’s fees incurred by Executive by reason of or resulting from litigation to which Executive is named a party defendant relating in any way to any action by Executive, or omission, in the course of or connected with rendering the Services, including but not limited to losses that may be sustained in any corporate act undertaken by the Company as a result of advice provided by Executive (“Indemnification”). This covenant is provided by the Company as an inducement for Executive to enter into this Agreement. Excluded from Indemnification under this Agreement are actions, litigation or otherwise, brought against the Executive the basis of which is the Executive’s willful acts or omissions or breach of the Executive’s fiduciary duty or fraud, or such other action that may be against public policy for the Company to waive, release or indemnify against.

All third party and out-of-pocket expenses incurred by Executive in the performance of the Services shall be paid by the Company, or if paid by Executive on behalf of the Company then reimbursed by the Company. Reimbursement of costs and expenses shall be made within ten (10) days of receipt by the Company of Executive’s written request for reimbursement; provided, however, that the Company must approve in advance all such expenses in the aggregate in excess of $1,000 in any one (1) month. All expenses claims must follow the Company’s policies and procedures for Expenses a copy of which has been provided to the Executive.

Unless otherwise mutually agreed by Executive and the Company, the Services provided by Executive hereunder will be performed at the offices of the Company or its respective subsidiary, or, at such other location as may be required, in the Company’s sole discretion, to perform the Services.

This Agreement will terminate as described in Section 3, above, or upon the earlier of (a) receipt by Executive of written notice by the Company to Executive to terminate this Agreement for Cause, (b) thirty (30) days following receipt by Executive of written notice by the Company to Executive to terminate this Agreement without Cause, or (c) thirty (30) days following receipt by the Company of written notice by Executive to terminate this Agreement, for any reason. For the purpose of this Agreement the term “Cause” shall mean:

i) Executive is unable to provide the Services as set forth herein for thirty (30) consecutive business days because of illness, accident, or other incapacity;

ii) Executive willfully breaches or neglects the duties reasonably requested by a majority of the members of the Company’s Board of Directors; or

iii) Executive breaches a material term of this Agreement; or

iv) Executive files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or,

v) Executive is convicted of or enters a plea of guilty or nolo contendere to a felony or misdemeanor involving fraud, embezzlement, theft or dishonesty or other criminal conduct.

i) If the Company breaches this Agreement or fails to make any payments to Executive of the Compensation as set forth in Section 2, unless expressly agreed to by the Executive; or

ii) If the Company ceases business, or

iii) At the option of the Executive, if the Company sells a controlling interest to a third party, or agree to a consolidation or merger of itself with or into another corporation, or sells substantially all of its assets to another corporation, entity or individual; or

iv) If the Company has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of business, or if either the Company makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or

v) If any of the disclosures made by the Company herein, or subsequent hereto, are determined to be materially false or misleading.

In the event this Agreement is terminated prior to the expiration of the Term of Service by the Company:

For Cause, the Company agrees to pay all remuneration owed to Executive through the date of termination and to pay all expenses due. ..

Without Cause, the Company agrees to pay in cash the balance of the term of the Agreement, without any renewal periods, which shall be a maximum of 3 years compensation and a minimum of 1 year.

In the event this Agreement is terminated prior to the expiration of the Term of Services by the Executive, the Company agrees to pay all remuneration owed to Executive through the date of termination and to pay all expenses due.

A) Executive acknowledges that the Company has developed and/or is developing a unique and successful business of which the name, customers, goodwill, and methods of doing business are valuable assets, and also that the Company at times does business with certain entities whose name and scope of work are confidential. In the course of Executive carrying out his obligations under this Agreement, Executive will have access to the Company’s confidential information, including, but not limited to, trade secrets, financial information, customer lists, marketing methods, data, properties, personnel and internal affairs, relating to the Company’s business and customers (the “Confidential Information”).

B) Executive will not, during the term of this Agreement, communicate or divulge to any of the Company’s competitor’s any information or knowledge concerning the Company and any information, including but not limited to client lists, communication techniques, invoicing, billing, schematics, hardware and software designs and prototypes which may be communicated to Executive by the Company during the term of this Agreement.

C) Executive covenants and agrees that during the term of this Agreement he will not do any act or fail to do any act which may be prejudicial or injurious to the business and goodwill of the Company.

D) Executive shall not compete. During the term of this Agreement, other than with Company’s written consent, Executive will not directly or indirectly own, manage, control, participate in, lend his name to, act as consultant, or advisor to, or render services to (alone or in association with any other persons, firm, corporation or other business organization) any person or entity engaged in any business similar to or related in any way to the business be conducted by the Company.

The Company represents and warrants to Executive that:

or to such other person or address designated in writing subsequent to the date hereof by the Company or Executive to receive notices.

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

“Company”

Blow & Drive Interlock Corporation

“Executive”

Laurence Wainer