Exhibit 10.6


 


	Private and Confidential	14 January 2018


 


Rebel Holdings Limited


7500A beach road #12-313,


The Plaza


Singapore 199591


 


Dear Mr. Leong,


 


Letter of Engagement


 


Following our recent discussions, [              ] (the “Company")
is pleased to set out our terms and conditions on which we will act as a strategic consultant and the priority broker of Rebel
Holdings Limited (the "Client”). In below proposed scope of work to support the Client.


 


This letter, together with the Appendix contains our terms and
conditions of engagement, and confirm the scope of work, basis of remuneration and other terms of our engagement (this “Agreement”).


 


		1.	Scope of Work



 


		(a)	To help the Client to raise pre-IPO funds till 30"
of April, 2018.



 


		2.	Fees



 


(the “Services"). For the avoidance of doubt,
any services not expressly mentioned in this letter are excluded, and shall be subject to separate written letters of engagement


 


The Client shall pay the Services, which delivered by the Company
based on below:


 


		1).	Commissions:



 


		●	The Company shall receive 100% of Vaughn’s commissions
payment for funds he and his contacts raised.



 


		●	For the entire funds raised by Vaughn and his contacts
or sub-agents, he shall receive 10°/» as commission. Any additional referral fee from Vaughn’s contacts will not
be part of the agreement.



 


		●	The Client shall not contact Vaughn’s contact or
sub-agents without prior consent. Otherwise, Vaughn shall receive 10% of the total amounts, which the Client benefits from his
contacts or sub-agents as commissions.



 


Example: (total commissions of SG$1,000,000
funds raised x 100%) x 10°/ —— SGD$100,000 to be paid to the Company.


 


		2).	Additional Bonuses - Free Rebel Bonus Shares:



 


		●	The Company shall receive 100% of total funds raised by
Vaughn and his contacts x 5P» as Free Bonus Shares calculation.



 


		●	Free Bonus Shares shall be based on the total funds raised
in SGD and converted to USD base on exchange rate of SGD/USD is 1.4/1.



 


		●	The conversion of the Free Bonus Share will be based on
USD1 per share price.



 


Example: (total commissions of SG$1,000,000 funds raised x 100%)
x 5% = SGD$50,000 SGD$48,000 / 1.4 = USD$35,714 / USD$1 per share = 35,714 numbers of Shares.


 




     


     


    

 


		3.	Pay-out
                                         schedules



 


		1).	Cash Commission Pay-out Schedule:



 


Cash commission fees will be paid in cash payable weekly
for funds raised for that period. Calculation of fees is based on total funds raised cut-off at the end of each week.


 


		2).	Bonus Shares Pay-out Schedule:



 


The Company will be further awarded free Rebel bonus
shares for the funds raising efforts. The Client shall reward the Free Rebel bonus shares to be issued to the Company @ USD I
per share fortnightly.


 


If the terms of our engagement are acceptable
to you, please confirm your agreement to engage us by signing on the acceptance portion of this letter below, and afterwards returning
the signed copy to us.


 


Thank you for instructing us. We are grateful for your confidence,
trust and the opportunity to work with you.


 


Yours faithfully,


 





 






[            ]


 


Enc.


Appendix — Terms and Conditions of Engagement


 




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CONFIRMATION OF ENGAGEMENT OF [                      ]


 


We, [Rebel Holdings Limited] of registered address at [7500A
beach road #12-313, The Plaza Singapore 199591], hereby confirm our agreement to engage [           ]. Of registered address at [           ] in accordance
with these terms and conditions of engagement.


 


K. K. Leong


Chairman Rebel Holdings Limited


 






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Appendix — Terms and Conditions of
Engagement


 


		1.	Information



 


You will furnish us with such information
regarding the business and financial condition of the Target as is reasonably requested, all of which will be, to the best of your
knowledge, current, accurate and complete in all material respects at the time furnished.


 


You will promptly notify us
if you learn of any material misstatement in, or material omission from, any information previously delivered to us. You
understand that we will not be responsible for independently verifying the accuracy of such information, and shall not be
liable for any inaccuracies. You acknowledge that we have not made and will not make any physical inspection or appraisal of
the properties or assets of the Target, and that, with respect to any financial forecasts that may be furnished to or
discussed with us by you, we will assume that such forecasts have been reasonably prepared and reflect the best then
currently available estimates and judgments of the Target’s management as to the expected future financial performance
of the Target.


 


We shall use the information you disclose
to us only for the purposes detailed in this Agreement.


 


		2.	Acknowledgements



 


You acknowledge that we are not presently
registered with the Monetary Authority of Singapore under the securities and futures regulatory regime.


 






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		4.	Confidentiality



 


We shall not discuss the scope and structure
of this Agreement with any third party, individual, or organization in any manner that is likely to result in the disclosure or
highlighting of any of your schemes of arrangement, structures, designs and trade secrets unless the third party, individual or
organization is retained by you on a confidential basis to facilitate your business transactions or arrangements. We agree to
maintain any financial, confidential or proprietary information you disclose to us in respect of you, the Target or the Proposed
Transaction in strict confidence, other than for the purposes of performing the Services, and our /obligations under this cIause
shall automatically terminate 2 years following the last to occur of the completion of a Proposed Transaction or expiry or termination
of this Agreement. At your request, we will execute a commercially reasonable nondisclosure agreement in connection with the delivery
and use of such information.


 


		5.	Disclaimer of Representations, Warranties and Undertakings



 


You acknowledge that we have made and will
make no representation, warranty or undertaking to you concerning the outcome of the Services and the Proposed Transaction, and
nothing in this Agreement shall be construed as such a representation, warranty or undertaking.


 


		6.	Indemnity and liability



 


You shall indemnify us, our officers, employees,
contractors, consultants and advisers (the “Indemnified Persons"), from and against any claims, losses, damages
and expenses (including reasonable legal costs) (“Claims") arising out of or in connection with this Agreement,
unless the Claims are finally judicially determined to have resulted primarily from the fraud, gross negligence or willful default
of the Indemnified Persons. This clause shall survive the expiry or termination of this Agreement.


 


If for any reason the foregoing indemnification is unavailable
to any Indemnified Person or is insufficient to hold it harmless, you shall contribute to the amount paid or payable by the Indemnified
Person as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect the
relative benefits received (or anticipated to be received) by you, on the one hand, and us on the other hand, in connection with
the actual or potential Proposed Transaction and the services rendered by us. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or otherwise, then you shall contribute to such amount paid or payable by
any Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits, but also your relative fault
or contributory default, on the one hand, and ours, on the other hand, in connection therewith, as well as any other relevant equitable
considerations.


 


The maximum liability of the Advisor in
connection with or arising out of the Services and the Proposed Transaction and this Agreement, or any variation or addition to
it, (whether in contract, negligence or otherwise) shall in no circumstances exceed the total payments it receives under this Agreement,
in respect of all such losses.


 


		7.	Non-Circumvention



 


For the duration of the term of this Agreement,
you agree not to circumvent this Agreement by directly or indirectly approaching any of the Relevant Persons or any of their shareholders,
officers, financial institutions, bankers, accountants, lawyers and any other advisors, in respect of the Target and the Proposed
Transaction, failing which all milestone and success fees set out under this Agreement shall immediately be payable unconditionally
to us, and such fees are in addition to any expenses payable to us under this Agreement.


 






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		8.	Variation



 


This Agreement may only be varied by agreement in writing between
the parties.


 


		9.	Delegation / assignment / sub-contract



 


The parties to this Agreement shall not assign or sub-contract
any of its obligations under this Agreement without the prior written consent of each other.


 


		10.	Entire agreement



 


This Agreement state the entire agreement between the parties
to this Agreement.


 


		11.	No waiver



 


The failure of any party to this Agreement
to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision of this Agreement.


 


		12.	Counterparts



 


This Agreement may be executed in multiple
copies, each of constitute an Agreement, binding on the parties, and each party to this Agreement will execute all duplicates or
replacement counterparts of this Agreement.


 


		13.	Severability



 


If any provision in this Agreement is held
to be invalid or unenforceable, the invalidity or unenforceability will not affect the validity or enforceability of the rest of
this Agreement.


 


		14.	Governing law



 


The governing law of this Agreement shall
be the law of Singapore.


 


		15.	Dispute Resolution



 


Any dispute arising out of or
in connection with this Agreement, including its existence, validity or termination, shall be referred to and finally resolved
by arbitration administered by the Singapore International Arbitration Centre (“SIAC") in accordance with it’s
for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration
shall be Singapore, and the tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC, and the
language of the arbitration shall be English.


 






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