Exhibit 10.8


 


AGREEMENT setting
forth the terms and conditions upon which TIBER CREEK CORPORATION ("Tiber Creek") is engaged by P. K. SMARTT to effect
transactions ("the Transactions") intended to combine a company to be chosen by P. K. Smartt (the "Target Company")
with a United States reporting company ("the Reporting Company") and for related matters.


 


1.SERVICES PROVIDED.


 


Following its engagement, Tiber Creek and its affiliates
will:


 


1.1. Discuss with
P.K. Smartt the structure of the Transactions and actions to be taken by the Target Company in preparation for the completion of
the Transactions;


 


1.2. Transfer control of the Reporting Company to
P.K. Smartt.


 


1.3. Prepare the
agreement for the acquisition of the Target Company by the Reporting Company by merger, stock-for-stock exchange or stock-for-asset
exchange as directed by the Target Company ("Business Combination Agreement");


 


1.4. Combine the
Target Company with the Reporting Company ("the Business Combination");


 


1.5. Prepare and
file with the Securities and Exchange Commission Forms 8-K describing the change in control of the Reporting Company and the Business
Combination, as each occurs;


 


1.6. Following
the Business Combination, prepare and file with the Securities and Exchange Commission an appropriate form of registration statement
under the Securities Act of 1933 ("Registration Statement") and all required amendments registering such securities of
the Reporting Company as the Target Company shall designate;


 


1.7. Provide for
the filing by a market maker of a Form 15c-211 for the quotation or listing of the Reporting Company's securities for public trading
on stock exchanges for which its securities are then eligible;


 


1.8. Assist in
establishing and maintaining relationships with market makers and broker-dealers.


 


1.9. Take other
actions appropriate to completion of the Transactions as contemplated by this agreement.


 


2.BUSINESS COMBINATION.


 


2.1. Tiber Creek
will provide, at its expense, the Reporting Company, which will have audited financial statements showing no material assets or
liabilities, which will have registered its common stock under §12(g) of the Securities Exchange Act of 1934 ("the 1934
Act"), and which will be current in its reporting requirements under §13 of the 1934 Act.


 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 2



    

 


2.2.
The Reporting Company will have authorized capital of 100,000,000 shares of common stock, $.0001 par value per share, and 20,000,000
shares of preferred stock, $.0001 par value per share, of which 20,000,000 common shares have been issued and no preferred shares.


 


2.3. Upon the change in control
of the Reporting Company there will be issued to the Target Company the amount of common stock and other securities of the Reporting
Company as shall be designated by the Target Company. The officers and directors selected by the Target Company will become the
officers and directors of the Reporting Company. The name of the Reporting Company following the change in control will be chosen
by the Target Company.


 


2.4. The existing shareholders
of the Reporting Company will retain 500,000 common shares of the Reporting Company or 2.5% of the common shares outstanding at
time of filing the Registration Statement, whichever is greater ("the Shareholder Shares"). The Shareholder Shares shall
be included in the Registration Statement.


 


2.5. The Reporting Company will
not at any time take or allow any action (whether by reverse stock split or otherwise) which would have the effect of reducing
the absolute number of the Shareholder Shares.


 


2.6. Nothing in this agreement
shall prevent the Reporting Company from diluting the stock ownership of Tiber Creek by issuing additional common stock to other
persons at any time.


 


3.PAYMENTS.


 


In full satisfaction for the
services of Tiber Creek and its affiliates in regard to the Transactions described in section 1 of this agreement, P.K. Smartt
will pay to Tiber Creek the amount of $205,000 upon the execution of this agreement. All payments will be deemed earned when paid
or due to Tiber Creek and are non-refundable.


 


4.EXPENSES.


 


4.1. Tiber Creek will bear its
expenses incurred in regard to the Transactions, including, without limitation, travel, telephone, duplication costs, and postage.


 


4.2. P.K. Smartt will pay his own and third-party
expenses (other than those of Tiber Creek) including, without limitation, Federal, state and stock exchange filing fees, underwriting
and market making costs, corporate financial relations, accounting fees, duplicating costs and other expenses of the Reporting
Company. Tiber Creek will not incur any expenses on behalf of the Reporting Company unless permitted to do so in writing.


 


5.AFFILIATES.


 


5.1. In order to better
carry out the Transactions, Tiber Creek may assign the performance of all or parts of this agreement to one or more of its
affiliates or other persons, and pay such affiliates or other persons from the amounts received
by Tiber Creek under this agreement. An assignment will not relieve Tiber Creek of any of its obligations under this
agreement.


 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 3



    

 


5.2. P.K. Smartt understands that legal
services arising from this agreement will be performed by the law firm of Cassidy & Associates, which is an affiliate of Tiber
Creek. Tiber Creek will pay all costs and expenses of Cassidy & Associates.


 


6.UNDERSTANDINGS OF THE TARGET COMPANY AS A REPORTING
COMPANY.


 


The Target Company
agrees that it will timely take all steps necessary to complete the Transactions to include, without limitation, causing audited
financial statements to be prepared in proper form for the Target Company; obtaining consents of the Board of Directors and the
shareholders of the Target Company, as required; causing all necessary documents to be properly and timely prepared, executed,
approved or ratified, and filed, as appropriate; making timely and fully all required payments related to the registration and
listing of the Reporting Company's securities for public trading, including filing fees; and timely taking all other actions reasonably
required of it to complete the Transactions.


 


7.PERFORMANCE OF SERVICES BY OTHERS.


 


From time to time,
the achievement of certain results desired by the Reporting Company, including the promotion of interest in its public securities,
may be enhanced by the services of other parties. These parties may include consultants, advertising agencies, financial analysts
and similar persons who may, directly or indirectly, assist in creating interest in the Reporting Company's securities. All compensation,
costs and expenses of such parties, if engaged by the Reporting Company, will be borne by it.


 


8.ACTIONS AND UNDERSTANDINGS FOLLOWING THE BUSINESS
COMBINATION.


 


8.1. P.K. Smartt
and the Target Company understand the obligations and responsibilities that will arise in regard to its becoming a reporting company
and the trading of its securities in the public market. P K Smartt and the Target Company understand that in order to achieve the
greatest market interest in its securities it, its officers and its directors, all or some, will be required to continuously interact
with the financial community. This interaction will include, without limitation, timely filing of reports under the Securities
Exchange Act of 1934, including audited financial statements; annual reports to shareholders and shareholder meetings; issuing
periodic press releases; and meetings and discussions with existing and prospective brokers, market makers, investment bankers
and institutions.


 


8.2. P.K. Smartt
understands that the completion of the Transactions will not, in itself, result in capital investment in the Reporting Company.
The public status of the Reporting Company and its introduction to market makers and others in the financial community may result
in investment interest. However, investment interest will depend upon the success of the Reporting Company, market conditions and
other factors over which neither Tiber Creek nor its affiliates have any control.


 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 4



    

 


8.3.
P.K. Smartt understands that the ultimate judgement of the financial community of the investment merits of the Reporting Company
will depend upon the Reporting Company's ability to successfully carry out its business plans and operations, to operate at a
profit and similar business considerations.


 


8.4. P.K. Smartt
understands that the first trading in the Reporting Company's securities may be limited, and that to increase the amount, depth
and market price of its securities will require both time and effort by the Reporting Company to develop relations with market
makers and to create strong and stable trading of the Reporting Company's securities.


 


 9.COMPLIANCE WITH SECURITIES LAW.




 


Under the securities laws:


 


9.1. The Target
Company and its affiliates will need to furnish all information and documents concerning it and its affiliates required for the
preparation and filing of the Registration Statement by the Reporting Company which information must be complete and accurate and
not contain any material misstatement or omit any material information.


 


9.2. The Reporting
Company must at all times observe and comply with Federal and state securities laws, rules and regulations incident to the issuance
and trading of its securities and must take all steps reasonably required within its control to prohibit any persons, whether or
not affiliated with the Reporting Company, from engaging in any transactions in contravention of such laws, rules and regulations.


 


9.3. P.K. Smartt,
the Target Company and its affiliates must not at any time knowingly engage in any activity which would constitute a prohibited
market manipulation of the securities of the Reporting Company and will need to take all steps reasonably required within its control
to prohibit any officer, director, other affiliate, agent or employee from engaging in such conduct.


 


9.4. The Reporting
Company should not issue any securities to any person for the promotion or maintenance of a trading market in the Reporting Company's
securities without first receiving an opinion of qualified counsel that such issuance will be in accord with securities laws, rules
and regulations and should not, directly or indirectly, receive from such persons any capital by loan, investment or otherwise
resulting from the sale or pledge of such securities.


 


 10.NOTICES.




 


Any notices required
or permitted under this agreement shall be deemed to have been given when delivered in writing by hand, certified mail (return
receipt requested) or commercial courier, such as FedEx, to the following addresses or to such other addresses as may have been
given to each party in the manner provided for in this paragraph.


 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 5



    

 


In the case of P. K. Smartt to


 


P. K. Smartt


3145 Green Valley Road


Birmingham, Alabama 35243


 


In the case of Tiber Creek to


 


Tiber Creek Corporation


9454 Wilshire Boulevard, Suite 612


Beverly Hills,
California 90212


 


11 . DISPUTES.


 


11.1. Any disputes
between the parties arising from this agreement (except for requests for equitable or injunctive relief), whether directly or indirectly,
and based upon any cause or causes of action, shall be decided by the American Arbitration Association within Los Angeles County,
California or such other place where Tiber Creek may then have its headquarters provided only that such place shall be within the
United States. Each party shall pay its own costs of arbitration, including its attorneys' fees. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable. The provisions of this paragraph shall survive the termination
of this agreement for any reason.


 


11.2. This section
shall apply to claims against any officer, director, agent or affiliate of either party provided only that such person shall consent
to the terms of arbitration contained herein.


 


12.CONFIDENTIALITY.


 


As a result of
entering into this agreement the parties might have access to information which the parties regard as confidential and proprietary.
The parties agree that neither will, except as reasonably required pursuant to this agreement, use itself, or divulge, furnish,
or make accessible to any person any confidential knowledge, knowhow, techniques, or information with respect to the other party
unless agreed to in writing by that party.


 


13.TERMINATION.


 


13.1. Tiber Creek
may terminate this agreement at its election, without further obligation or liability, at any time (i) that Tiber Creek has a reasonable
basis to believe that any aspect of the Transactions would constitute a fraud or deception on the market or (ii) that P.Smartt
fails to meet its obligations under this agreement in a manner which would constitute a material breach.


 


13.2. P.K. Smartt
may terminate this agreement at its election, without further obligation or liability, at any time that Tiber Creek fails to meet
its obligations under this agreement in a manner which would constitute a material breach.


 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 6



    

 


13.3.
In the case of any claim of a material breach the party claimed against shall have 5 days following notice of a claim to cure
such breach unless such breach, by its nature, cannot be cured.


 


14.MISCELLANEOUS.


 


14.1. COVENANT
OF FURTHER ASSURANCES. The parties agree to take any further actions and to execute any further documents which may from time to
time be necessary or appropriate to carry out the purposes of this agreement.


 


14.2. SCOPE OF
AGREEMENT. This agreement constitutes the entire understanding of the parties. No undertakings, warranties or representations have
been made other than as contained herein, and no party shall assert otherwise. This agreement may not be changed or amended orally.


 


14.3. CURRENCY.
All references to currency in this agreement are to United States Dollars.


 


14.4. REVIEW OF
AGREEMENT. Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or
participated in the preparation of, this agreement.


 


14.5. RATIFICATION
BY THE REPORTING COMPANY. The parties will cause the Reporting Company to ratify and accept this agreement so that it constitutes
a binding obligation between the Reporting Company and Tiber Creek according to its terms.


 


15.EFFECTIVE DATE.


 


The effective date of this agreement is November 22,
2011.


 


IN WITNESS WHEREOF, the parties have approved and
executed this agreement.


 





 





	

TIBER CREEK CORPORATION	 
	 	 
	/s/ James
M. Cassidy        	 
	 	 
	 	 
	 	 
	P.K. SMARTT	 
	 	 
	/s/ P. K. Smartt	 
	President	 







 






    	 



    	AGREEMENT WITH TIBER CREEK CORPORATION	PAGE NUMBER 7



    

 


WARRANTIES BY OFFICERS, DIRECTORS AND OTHER
AFFILIATES


 


Each of the undersigned officers, directors
and other affiliates of P.K. Smartt, M. Duane Lewis, and Tom Moore agree that they have read this agreement and that they (i)
will not violate any of the provisions of this agreement relating to compliance with securities laws, rules and regulations (ii)
will not violate any provision of this agreement relating to confidentiality of the business of Tiber Creek and (iii) consent
to be governed by the provisions of this agreement relating to disputes in the case of any claims arising from their warranties.


 








	 	/s/ P. K. Smartt
	 	P.K. Smartt
	 	 
	 	 
	 	/s/ M. Duane Lewis
	 	M. Duane Lewis
	 	 
	 	 
	 	/s/ Tom Moore
	 	Tom Moore










 


 


 


PERSONAL GUARANTEES


 


In consideration
of benefits to be received by P.K. Smartt, M. Duane Lewis, and Tom Moore, and to them personally, the following persons, individually
and severally, (i) guarantee all payments required of the parties under this agreement as and when due (ii) covenant to take all
actions and do all things reasonably required to carry out the intent and purpose of this agreement, whether as officers, directors,
shareholders or otherwise and (iii) consent to be governed by the provisions of this agreement relating to disputes in the case
of an /Claims arising from their personal guarantees.


 











	 	/s/ P. K. Smartt
	 	P.K. Smartt
	 	 
	 	 
	 	/s/ M. Duane Lewis
	 	M. Duane Lewis
	 	 
	 	 
	 	/s/ Tom Moore
	 	Tom Moore