Dec. 13, 2020 Paul Manners

Exhibit 10.5

Dec. 13, 2020

Xxxx Xxxxxxx

000 Xxxxxxxx Xxx

Oakland, CA 94611

Re: First Amendment to July 9, 2019 Consulting Agreement

Dear Xxxx:

As discussed, we have agreed to modify your July 9, 2019 Consulting Agreement as follows:

Effective December 1, 2020, please change the compensation from $50 per hour to $150 per hour up to 30 hours per month. Consultant may not exceed 30 hours in a calendar month without prior written (email) approval from the CEO.

Please sign this letter to indicate your agreement with these amendments.

Yours,

Xxxxx X. Xxxxx, CEO

Acknowledged and Agreed by

Xxxx Xxxxxxx:

Date: