RETROACTIVE EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") dated December 31, 2014 is effective as of the 1st day of January, 2014 by and between Alkame Holdings, Inc., a Nevada corporation (together with its successors and assigns referred to herein as the "Corporation"), and Robert K. Eakle, 3651 Lindell Rd, Suite D356, Las Vegas, NV 89103 (the "Executive").

W I T N E S E T H:

WHEREAS, the Corporation desires to recognize the employment of Executive as the Chief Executive Officer for 2014 under the terms and conditions hereof and has authorized and approved the execution of this Agreement; and

WHEREAS, Executive desires to be employed by the Corporation and has requested that the Corporation retroactively apply the terms and conditions hereinafter provided for 2014 and, in exchange, Executive will agree to enter into a new employment agreement that will govern the parties’ relationship for 2015 through 2017;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, the parties agree as follows:

The term of Executive's employment under this Agreement (the "Term") shall commence on January 1, 2014 and shall terminate on December 31, 2014.

The Corporation shall indemnify the Executive (and his heirs, executors and administrators) to the fullest extent permitted under the law of its state of incorporation against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which the Executive may be involved by reason of his having been a director or officer of the Corporation or any subsidiary thereof. Such expenses and liabilities shall include, but not be limited to, judgments, court costs and attorneys' fees and the cost of reasonable settlements, such settlements to be approved by the Board if such action is brought against the Executive in his capacity as a director or officer of the Corporation or any subsidiary thereof. The Corporation shall, upon the request of the Executive, advance to the Executive such amounts as necessary to cover expenses, including without limitation legal fees and expenses, incurred by the Executive in connection with any suit or proceeding in which the Executive may be involved by reason of his being or having been a director or officer of the Corporation or of any subsidiary thereof. Such indemnity and advance of expenses, however, shall not extend to matters as to which the Executive is finally adjudged to be liable for willful misconduct in the performance of his duties.

If the Corporation is unable to pay any portion of its cash compensation as required by Section 3 hereof when due because of insufficient liquidity, then (i) the Corporation shall inform Executive; and (ii) Executive shall, in his sole discretion, be entitled at any time to convert such cash compensation, or any portion thereof, into shares of the Corporation’s Common Stock or Series B Preferred Stock, as he may choose. The number of shares shall be determined by using the closing price of the Corporation’s Common Stock on the trading day preceding the date of conversion.

Any controversy, claim, or dispute between the parties, directly or indirectly, concerning this Employment Agreement or the breach hereof, or the subject matter hereof, including questions concerning the scope and applicability of this arbitration clause, shall be finally settled by arbitration in Las Vegas, Nevada pursuant to the rules then applying of the American Arbitration Association. The arbitrators shall consist of one representative selected by the Corporation, one representative selected by the Executive and one representative selected by the first two arbitrators The parties agree to expedite the arbitration proceeding in every way, so that the arbitration proceeding shall be commenced within thirty (30) days after request therefore is made, and shall continue thereafter, without interruption, and that the decision of the arbitrators shall be handed down within thirty (30) days after the hearings in the arbitration proceedings are closed. The arbitrators shall have the right and authority to assess the cost of the arbitration proceedings and to determine how their decision or determination as to each issue or matter in dispute may be implemented or enforced. The decision in writing of any two of the arbitrators shall be binding and conclusive on all of the parties to this Agreement. Should either the Corporation or the Executive fail to appoint an arbitrator as required by this Section 12 within thirty (30) days after receiving written notice from the other party to do so, the arbitrator appointed by the other party shall act for all of the parties and his decision in writing shall be binding and conclusive on all of the parties to this Employment Agreement. Any decision or award of the arbitrators shall be final and conclusive on the parties to this Agreement; judgment upon such decision or award may be entered in any competent Federal or state court located in the United States of America; and the application may be made to such court for confirmation of such decision or award for any order of enforcement and for any other legal remedies that may be necessary to effectuate such decision or award.

All notices, requests, consents and other communications required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by mail first-class, postage prepaid, by registered or certified mail shall be deemed to have been given on the date sent), to the parties at their respective addresses herein set forth or to such other address as either party shall designate by notice in writing to the other in accordance herewith. Copies of all notices shall be sent to the addresses described in the recitals unless noticed in writing of a change.

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