Exhibit 10.4


AGREEMENT


  


This agreement (this
"Agreement") is effective as of March 16, 2014 as amended on July  21, 2014, by and between  ExactRep Limited,
a UK company with its principal place of business at 54 Wyken Avenue, Coventry, England, and Arazu Incorporated, a Florida corporation.



 


WHEREAS, ExactRep  is in the business of designing,
developing,  manufacturing and selling aftermarket add on customized motorcycle parts and accessories (the “Products”)
as more fully set forth on Exhibit A hereto through its wholly owned subsidiary (or under the trade name Bespoke Motorcycle parts)
and desires to grant Arazu an exclusive license to distribute the Product for wholesale and retail sale in North America (the “Territory”);


 


WHEREAS, Arazu desires to hold the license and be the exclusive
distributor of the Products in North America and ExactRep desires to provide support  to Arazu as its distributor in the Territory.;
and


 


WHEREAS, the licensed use (“Licensed Use”) means
sale, marketing and distribution of the Product, in finished goods including but not limited to the Product which bears the ExactRep
name.


 


NOW, THEREFORE, in consideration of the promises and mutual
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, the parties hereto agree as follows:


 


1. Recitals. The
above recitals are true and form a part of this Agreement.


 


2. Grant.  ExactRep grants, under this license,
Arazu, an exclusive right to use, distribute, market,  and sell the Product in the Territory.   Arazu shall actively
promote, market, and sell the Product for the Licensed Use in the Territory.


 


3. Marketing. ARAZU
shall develop a website (the “Website”) specifically to distribute the Products in the North American geographical
area and create a branding campaign to promote and advertise the Products. For a period of six months, EXACTREP will pay ARAZU
a fixed fee of $15,000 per months. 


 


4. Sales &
Distribution.  Six months after execution hereof, EXACTREP, will  deliver to ARAZU, on consignment, the Products
as requested from time to time to meet Product sales received via the Website. 


 


5 Best Efforts.
ARAZU agrees to devote its best efforts to the sale of the Products. 


 


PROCEEDS OF SALES. 


 


6.  Invoicing and Payment.  “Net
Sales” shall mean the amounts invoiced to customers less amounts representing damaged product, product returns,  and
sales, use, import, export, excise taxes.


 


ExactRep shall receive
85% and Arazu shall receive 15% of all net sales of the Products in the Territory. 




    	 



    	 



    

 


Until the Website
is complete, ExactRep will collect payment for sales of the Product in the Territory and pay fees, if any, due to Azazu within
ten days after the end of the month in which sales are made. Fees payable to Arazu shall be 15% of net sales. Once the Website
is complete, ARAZU will collect payment for sales of the Product in the Territory and pay fees, if any, due to EXACTREP within
ten days after the end of the month in which sales are made.


 


The amount determined
in the previous sentence shall be paid to EXACTREP in accordance with the attached schedule. With each payment, ARAZU will provide
EXACTREP with a written report that sets forth the calculation of the amount of the net proceeds payment and the extent of any
inventory held by Arazu.


 


7. Records. ARAZU
shall keep accurate records regarding the quantities of the Parts that are sold. EXACTREP shall have the right to inspect such
records from time to time after providing reasonable notice of such intent to ARAZU.


 


8. Title To Merchandise. Consigned
merchandise shall remain the property of EXACTREP until sold, except that ARAZU shall be responsible for all shortages, loss, or
damage, while the merchandise is under the control of ARAZU.


 


9. Payroll Taxes. ARAZU
shall be exclusively liable for, and shall indemnify EXACTREP against such liability for, all employee payroll taxes and insurance
arising out of wages payable to persons employed by ARAZU in connection with the performance of this Agreement.


 


10.  Defaults. If
ARAZU fails to abide by the obligations of this Agreement, including the obligation to remit the consignment payment to EXACTREP
when due, EXACTREP shall have the option to cancel this Agreement by providing 15 days' written notice to ARAZU, but subject to
Termination as set forth in Paragraph 12 below.


 


ARAZU shall have the
option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action
is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time
period.


 


11. Transfer Of
Rights. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign
its interests in this Agreement unless the prior written consent of the other party is obtained.


 


12. Term. This Agreement shall have a term of
10 years  (the “Term”) from the date of execution hereof and shall automatically renew unless the party seeking
termination provides written notice of termination six months prior to the end of the Term.   


 


13. Termination For Cause. This Agreement can also
be terminated for cause.   If either party breaches or defaults in the performance or observance of any of the material
provisions of this Agreement, and such breach or default is not cured within thirty (30) days after the giving of notice by the
other party specifying such breach or default, the non-defaulting party shall have the right to terminate this Agreement, effective
with ten (10) days further notice to the defaulting party.    


 


Either party shall have the right to terminate this Agreement
for cause (“Cause”) upon thirty (30) days notice to the other party, if the other party becomes involved in financial
difficulties as evidenced:




    	 



    	 



    

 


(i) by that other party's commencement of a voluntary case
under any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a
voluntary case; or


(ii) by its failing to receive dismissal of any involuntary
case under any applicable bankruptcy code or statute within sixty (60) days after initiation of such action or petition; or


 


(iii) by its seeking relief as a debtor under any applicable
law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights
of creditors, or by consenting to or acquiescing in such relief; or


 


(iv) by the entry of an order by a court of competent jurisdiction
finding it to be bankrupt or insolvent, or ordering or approving its liquidation, reorganization, or any modification or alteration
of the rights of its creditors or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part
of its property or assets; or


 


(v) by its making as assignment for the benefit of, or entering
into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all
or a substantial part of its property.


 


13. Entire Agreement. This
Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and there are no other
promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements
between the parties with respect to the subject matter of this agreement.


 


14. Amendment. This
Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.


 


15. Severability. If
any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced
as so limited.


 


16. Waiver. The
failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every provision of this Agreement.


 


17. APPLICABLE
LAW. This Agreement shall be governed by the laws of the State of Florida without regard to conflict of law principals.


 


ExactRep Limited


 


_____________________________________


Henry Doyle, Chief Executive Officer


 


Arazu Incorporated


 


 


______________________________________


By: Paul Clewlow, Chief Executive Officer