Consulting Agreement dated May 18, 2020, by and between the Company and Matthew Hoffman

1.

This Agreement shall be effective as of the Effective Date (hereinafter “Starting Date”) and shall continue in full force and effect through 18th day of May 2021 (hereinafter “Ending Date”) unless: a) earlier terminated by either Party or mutually terminated by the Parties with or without cause upon thirty (30) days' prior written notice by one Party to the other Party; or b) upon the earlier of the date of any uncured default or breach of this Agreement; or c) extension of the Ending Date or any other additional period that this Agreement shall be in effect that the Parties mutually desire and agree to reduce to writing and sign. Any such termination, which shall be accomplished without penalty unless otherwise specifically stated herein, shall not relieve or release either Company or Consultant from any rights, liabilities or obligations that may have accrued under the law or terms and conditions of this Agreement prior to the date of such termination.

2.

Consultant’s position shall be that of an independent contractor and not as an employee or affiliate of the Company.

3.

Consultant shall make up to 20 hours per week available to the Company for each week of each month, for the first three months of this Agreement at which time the time commitment on the part of Consultant may be mutually adjusted by the Parties as needed and as mutually agreed to by the Parties.

4.

Full consideration for consultant’s time/services or other services or activities that are requested by Company per this Agreement, and subsequently provided by Consultant to Company

a.

For each billing or invoice provided by Consultant to Company, Consultant shall also provide a written summary of his/her services and any other activities undertaken by Consultant during the billing or invoice period, delineated to 1-hour period granularity. Company may at its sole discretion request additional information from Consultant concerning any such services and other activities for which Consultant is requesting compensation or reimbursement under this Agreement.

5.

Any travel by Consultant on behalf of Company shall be at the prior request and approval of the Company. Subject to Company’s prior request and approval, the Company agrees to reimburse Consultant for the following expenses (that are allowed by Company) but only upon prompt submission by Consultant to Company of an expense report(s) with written record(s) or other proof of those expense(s) specified in any such expense report as provided for in this Agreement:

a.

reasonable travel expenses such as airfare, train fare, automobile mileage, re-fueling of automobiles, automobile rentals, and taxi fares to and from the place of consultation if it is a location or locations other than the Consultants home address or Company office address; and

b.

reasonable living expenses at such location(s) if it is a location or locations other than in the Consultants hometown or Company office hometown; and

c.

any other out-of-pocket expenses incurred by Consultant in carrying out consulting-related services that Company requests and approves prior to Consultant incurring any such expense(s).

6.

Consultant shall invoice Company once a month for all consulting time/services or other services or activities that are requested by Company and properly performed by Consultant under this Agreement during the preceding month. Consultant’s invoice shall be accompanied by such records or other written proof as Company deems adequate to verify the billings appearing therein and shall be in such form as agreeable to Company. Consultant shall send invoices and related documentation or other information to Company at the address specified in paragraph 5. Payment shall be considered made when payment checks are mailed or payment otherwise transmitted to Consultant.

7.

Consultant shall report to the CEO of The Coretec Group Inc., during the term of this Agreement.

8.

Any and all services or activities performed by Consultant that are requested by Company shall be subject to the terms and conditions of the Confidentiality Agreement by and between Consultant and Company, effective as of Effective Date, which shall control. Specifically, Consultant shall not disclose to any other parties whatsoever any information or data or any unpublished information concerning Company business and research activities and interests with which Consultant becomes familiar in Consultant’s contacts or other interactions with Company without Company’s prior written consent. Similarly, Consultant shall not disclose to other parties without Company’s prior written consent the results of or the specific nature of Consultant’s work performed under this Agreement.

9.

Consultant’s obligations under paragraphs 5, 6, and 8 shall survive and continue beyond the termination of this Agreement insofar as such obligations relate to Consultant’s services or other activities under this Agreement prior to termination of this Agreement.

Michael Kraft

CEO

Matthew Hoffman

Individual