EXHIBIT 10.1


 


AGREEMENT


	Effective Date:	April 14, 2015
	 	 
	By:	Medifirst Solutions, Inc. (“Medifirst”)
	 	 
	And:	Dr. Park Avenue Inc. (“Dr. Park Ave.”)
	 	 
	And:	Paul Fondacaro M.D. (“Fondacaro”)
	 	 
	And:	Bruce Schoengood (“Schoengood”)




 


Collectively, the foregoing shall
be referred to as the “ Parties”.


WHEREAS, Dr. Park Ave. is the
wholly-owned subsidiary of Medifirst; and


WHEREAS, Fondacaro is the President
and a director of Dr. Park Ave.; and


WHEREAS, Schoengood is the Secretary
and a director of Dr. Park Ave. and


WHEREAS, Medifirst and Dr. Park
Ave. consider it in their mutual best interest that Dr. Park Ave. cease being a subsidiary of Medifirst.


NOW, THEREFORE, IT IS AGREED AS
FOLLOWS:


		1.	For good and valuable consideration receipt of which is hereby acknowledged, Medifirst hereby sells,
transfers, assigns and conveys to Fondacaro One Thousand (1,000) shares of common stock of Dr. Park Ave.  (“Shares”)
registered in the name of Medifirst which Shares represent 100% of the issued and outstanding shares of common stock of Dr.
Park Ave. As soon as practicable after the execution of this Agreement, Medifirst shall deliver to Fondacaro the certificate for
the Shares, duly endorsed for transfer.



 


		2.	Effective the date of this Agreement, Schoengood resigns as Secretary and a director of Dr. Park Ave.



 


		3.	The Parties agree to execute all other documents and instruments reasonably necessary to carry out the purposes of this Agreement.



 


		4.	This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings,
agreements, or representations by or between the Parties, written or oral, related to the subject matter hereof.



 



    	 



    	 



    

 


		5.	This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other Party



 


		6.	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together will constitute one and the same instrument. The exchange of copies of this Agreement and of signature
pages by facsimile transmission or by email shall constitute effective execution and delivery of this Agreement to the Parties
and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted via facsimile or email
shall be deemed to be their original signatures for all purposes.



 


		7.	This Agreement shall be governed by and construed in accordance with the domestic laws of the State
of New Jersey without regard to any choice or conflict of law principles that would require the application of any other law.



 


IN WITNESS WHEREOF, the Parties
hereto have executed this Agreement to be effective as of the date first above written.


	Medifirst Solutions, Inc.	 	Dr. Park Avenue Inc.
	 	 	 	 	 
	By:	/s/ Bruce Schoengood	 	By:	/s/ Paul
    Fondacaro, MD
	 	Bruce Schoengood, President/CEO	 	 	Paul Fondacaro, M.D, President
	 	 	 	 	 
	 	/s/ Bruce
Schoengood	 	 	/s/ Paul
Fondacaro, MD
	 	Bruce Schoengood	 	 	Paul Fondacaro
M.D.