ASSET PURCHASE
AGREEMENT


dated as
of 16 April 2018


between


UPAY INC.


and


TWIN HARBOR
WEB SOLUTIONS INCORPORATED.


This ASSET PURCHASE AGREEMENT
(“Agreement”), dated 16 April 2018 (“Effective Date”), is between UPAY INC. (the “Purchaser”
or “UPAY”), a Nevada corporation, and Twin Harbor Web Solutions Incorporated, a New York corporation (the “Seller”).
The Purchaser and the Seller are collectively referred to herein as the “Parties”.


BACKGROUND


WHEREAS, both the Purchaser
and the Seller are engaged in the business of developing and selling software and services.


WHEREAS, the Seller wishes
to sell to Purchaser, and Purchaser wishes to acquire from Seller, the nonexclusive ownership of all of Seller’s Tangible
and Intangible Assets (collectively the “Assets”) with respect to the software described in Section 1.1 below.


ARTICLE
I - SALE OF ASSETS


The Parties agree as follows:


1.1 Assets to be Sold.


(a) Upon the terms and conditions
and in reliance on the representations, warranties and covenants set forth in this Agreement, Seller agrees to sell, assign, transfer,
and convey to Purchaser at the Closing, a non-exclusive right, title and interest in and to the Assets, which are composed of
a copy of the Waypoint software platform. In addition, the software also includes a full signature/document signing solution that
was made available to UPAY. The Purchaser’s purchase of the non-exclusive right, title and interest in and to the software
discussed in the preceding sentence will result in Purchaser’s incorporation of the software into its own software offering
that shall be the exclusive property of the Purchaser, known as “Theme Studio”. Theme Studio will be subject to further
development, changes and improvements, exclusively at the Purchaser’s discretion. Theme Studio already includes the non-exclusive
copy of Waypoint and the full signature solution that was made available to UPAY, and many other new features and additions made,
like the ACPAS integration plugin and many more. The Purchaser will have exclusive right title and deed to all amendments, additions
or improvements made on to the software purchased, including the new Theme Studio software and all amendments, improvements and
developments made further on the original software purchased (collectively, the “Developments”). The Purchaser will
own all intellectual property rights and interests, including, without limitation, any software, hardware and firmware relating
to the Developments, in object and source code form, patents, copyrights, trademarks, trade secrets and other applications relating
to the Developments, all user manuals, reference manuals and other documentation and materials relating to the Developments and
rights, claims and interests relating to the Developments, any employee or third party confidentiality nondisclosure, intellectual
property or other proprietary rights assignment agreement, or any claims or rights for breach thereof, as the same relate to the
Developments, as well as the right to further develop the solutions. This sale is only a conveyance of nonexclusive rights in
the purchased Assets to UPAY as set out above and aside from the transfer of these nonexclusive rights to UPAY, the Seller in
turn maintains its own non-exclusive right, title and interest in its own copy of the Assets transferred hereunder. Seller has
no rights in the products further developed by Purchaser from the purchased software and the software referred to between the
Parties as “Theme Studio” or herein as the “Developments” over and above its non-exclusive rights in the
software known as Waypoint and the full signature/document signing solution that was made available to UPAY sold to the purchaser
from which Theme Studio was developed.




    	1



    	 



    

(b) The full signature solution/document-signing
solution that was made available to UPAY forms part of the Assets sold to the Purchaser, as set out in 1.1 in this Agreement,
however, this document-signing solution sold to the Purchaser is separate from the Seller’s Waiverfile software product,
and Waiverfile is not included in the sale, and all rights thereto are retained by Seller.


(c) The Seller agrees to train
the appointed employees of the Purchaser and provide the Purchaser’s developers with all access codes, usernames and passwords
for servers and hosted solutions and all other relevant information to enable the Purchaser to assume further development and/or
hosting of the platform in future. However, as set forth herein, Purchaser agrees that the Seller will have the option to do all
website development and supply hosting pertaining to the use of any software included in or derived from the Assets, as long as
the Seller delivers to the level of service agreed to in the Service Level Agreement contained in Exhibit 1 hereto.


1.2 Purchase Terms


The purchase terms are:


(a) At closing, the Purchaser
shall pay the Seller Two Million (2,000,000) restricted common stock shares (the “Stock Compensation”) of the Purchaser’s
stock shares. Purchaser will not transfer ownership of the Assets or the Developments to any other entity without providing Seller
compensation equal to the value of its 2,000,000 shares at the time of such transfer.


(b) The Stock Compensation
to the Seller shall be locked up for a period of 2 years following the first day that the Purchaser’s common stock is quoted
on the OTCQB (the “Lockup Period”). After the Lockup Period, the Stock Compensation shall be subject to the following
dribble out terms:




    	2



    	 



    

The Seller will not transfer,
sell, contract to sell, devise, gift, assign, pledge, hypothecate, put up as surety, distribute or grant any option to purchase
or otherwise dispose of, directly or indirectly the Shares received, except for conducting open market sales of the Shares of
a maximum of 2 1⁄2 Percent of the Seller’s shares then held for each month following the Lockup Period.


(c) Should the Seller’s
shares constitute more than 10% of the Purchaser’s outstanding shares, the Seller may be under further restrictions if deemed
an insider, including that the Seller may be deemed presumptively an insider solely for holding more than 10% of the Purchaser’s
outstanding shares.


(d) The full purchase price
or shares of the Acquisition, shall be fully refundable if the Seller breaches the Agreement pursuant to Confidentiality and/or
Trading in Securities and/or any of the following, (i) material misrepresentations or omissions by the Seller or should Seller
not have full marketable title to all of the Assets; (ii) material breach of this Agreement or other agreements pertaining to
the purchase of the Assets by the Seller, excluding the Service Level Agreement attached hereto; (iii) Seller's material failure
to comply with any of the covenants in this Agreement, but not including the Service Level Agreement attached hereto; or (iv)
fraud by the Seller if written notice of any of the preceding nos. (ii), (iii), or (iv) is provided by Purchaser to Seller within
ninety days of the signing of this Agreement: Upon any such notice being timely provided, Purchaser has one year to bring an action
against Seller seeking declaratory relief that such actions occurred, and the shares can only be voided upon the final, non-appealable
decision of a Court of competent jurisdiction finding that the specified conduct occurred.


(e) At the Closing, the Seller
shall have no liabilities with respect to the Assets.


1.3 Website Hosting and Development:


In addition to the Stock Compensation
for the Assets, the Seller has been providing since January 1, 2016 and will continue to provide, web-hosting services to Purchaser.
These will continue at the existing rates, and are described as follows:


(i) Website
design and hosting.


(ii) Basic
Website setup.


(iii)Websites
are being created for customers of UPAY, referred to hereafter as “UPAY Customers.” The main, entry-level offering
will consist of a website that includes the latest version of Theme Studio and all its features, including the ACPAS plugin and
its related features. Each site will include:


		•	Client
                                         may select from a list of available website templates



		•	Page
                                         management and editing features



		•	User
                                         management



		•	Picture
                                         galleries



		•	File
                                         libraries



		•	Testimonials





    	3



    	 



    

		•	ACPAS
                                         Plugin



		•	6
                                         Standard pages



		•	All
                                         the latest Theme Studio functionality



Customizations that will be
included:


		•	Logos
                                         can be changed. Client must provide logos. If no logos are available, a text- based logo
                                         will be used.



		•	Custom
                                         colors. Each template will have a default color scheme that can be customized to match
                                         a customer’s brand image.



		•	Page
                                         text can be customized by clients on their new site.



		•	Clients
                                         can use all the features in Theme Studio for different website setup types and to make
                                         additional changes, including adding pages and pictures.



In exchange for the website
design and setup services, Purchaser will pay Seller $750 for each website that the Seller creates. Purchaser grants the Seller
a first right of refusal providing that the Purchaser will purchase these services from the Seller before anyone else. Should
Seller reject such offer by written notification the Purchaser is free to purchase the services from others. Payment will be made
when the initial setup services for a particular website are completed. This fee is payable to Seller for so long as Seller can
tender performance by providing the services to the Purchaser within the time specified in any applicable Service Level Agreement.
Seller and Purchaser have signed a Service Level Agreement (“SLA) attached hereto as Exhibit 1 that provides for expected
service levels and related remedies for the protection of each party.


Hosting will be provided
by Seller for all websites and the Seller will have first a right of refusal to provide the service if it meets the security,
performance and storage expectations agreed upon herein. Hosting fees will be paid by the UPAY customer, but such payment will
be guaranteed by Purchaser if the UPAY customer makes use of the hosting service


Hosting will be governed by
the provisions of the SLA.


In exchange for the hosting
services, Seller is due the amount of $35.00 per month per website, to be billed annually. The Purchaser will require that the
hosting service of the Seller be used by the UPAY Customers, and agrees that such fee will be paid to Seller for each website
for as long as Seller is in the business of hosting websites and is ready, willing and able to do so, even if Purchaser or a third
party hosts such website(s), as long as the Seller maintain the agreed level of service as set out in the Service Level Agreement
in Exhibit 1, with the only exception being clients that have specific regulatory requirements, such as ones that require them
to host within a specific banking hardware.


Domain names are also
available: .com, .net, .org extensions are priced at $25.00 per year. Prices vary for specialty extensions.


(iv) Seller can also provide
a complete customized web design service. After initial discussion with Purchaser about its brand image and website goals, Seller
will provide mockup images via email, showing how the site will look with sample content. This design can be discussed and changed
as needed with different functionality and workflow where applicable. Once approved, Seller will send the Purchaser a detailed
quote for consideration. Upon acceptance of the quote the Seller will build the website using this design. All pages and content
will be created. All original artwork will be provided upon request. This complete web design service is available at a price
to be agreed to between Seller and Purchaser. All functionality identified as possible additions to the existing base offering
of Theme Studio, will be added to the main base Theme Studio software and become part of Theme Studio in a modular way where it
can be activated or deactivated by means of business rules, so that it can be used for similar clients with similar needs in future,
without having to do the custom development for similar clients again in future.




    	4



    	 



    

ARTICLE
II - CONDITIONS PRECEDENT


2.1 Conditions Precedent


(a)        The
Purchaser shall have completed a due diligence review of the Assets and be satisfied with the results thereof.


(b)         No
material adverse changes shall have occurred in the Assets of the Seller, other than changes set forth in this Agreement or occurring
in the ordinary course of business or that were caused by Purchaser’s use of and development of the Assets.


(c)         All
equipment, source code, documentation, and other Assets sold by the Seller to the Purchaser are free from encumbrances, liens,
and are uncollateralized.


ARTICLE
III - COVENANTS OF SELLER


3.1. Confidentiality.


In connection with the transactions
contemplated herein, each party will be providing information to the other. As a condition to the furnishing of such information,
all parties agree, as set forth below, to treat confidentially such information, and all analyses, compilations, studies and other
material (collectively, the “Evaluation Material”). Notwithstanding the foregoing, Evaluation Material shall not include
material that was publicly available prior to disclosure to the other party, material that becomes generally available after the
date hereof not as a result of a breach of this agreement by the other party hereto, or material that was independently developed
by the other party hereto without reference to the Evaluation Material. Each party agrees that it will not use the Evaluation
Material in any way detrimental to the others, and that such information will be kept confidential by such party, its agents and
representatives; provided, however, that any of such information may be disclosed to directors, officers, employees and representatives,
and to individuals acting in similar capacities who need to know such information for the purpose of evaluating a possible transaction
(it being understood that such directors, officers, employees, representatives and agents shall be informed of the confidential
nature of such information and shall be directed to treat such information confidentially). Without the prior written consent
of the others, no one will disclose to any person the fact that discussions or negotiations are taking place concerning a possible
transaction or the status thereof.




    	5



    	 



    

3.2 Trading in Securities.
The Seller acknowledges and agrees and to advise their directors, officers, employees, agents and representatives who are informed
as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has
material, non-public information concerning a publicly traded company from purchasing or selling securities of such company or
from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person
is likely to purchase or sell such securities.


ARTICLE
IV - REPRESENTATIONS AND WARRANTIES OF PURCHASER


4.1 Purchaser hereby
represents and warrants to Seller that all the following statements are true, accurate and correct:


(a) Due Organization. Purchaser
is a corporation duly organized, validly existing, and in good standing under the laws of Nevada. Purchaser has all necessary
power and authority to enter into this Agreement and all other documents that Purchaser is required to execute and deliver hereunder,
and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory
bodies necessary and required therefore.


(b) Power and Authority; No
Default. Purchaser has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations
hereunder. The signing, delivery and performance by Purchaser of this Agreement, and the consummation of all the transactions
contemplated hereby, have been duly and validly authorized by Purchaser. This Agreement, when signed and delivered by Purchaser,
will be duly and validly executed and delivered and will be the valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules
and laws governing specific performance, injunctions, relief and other equitable remedies.


(c). Authorization for this
Agreement. Apart from required Securities and Exchange Commission filings, no authorization, approval, consent of, or filing with
any governmental body, department, bureau, agency, public board, authority or other third party is required for the consummation
by Purchaser of the transactions contemplated by this Agreement.


(d) Litigation. To the best
of Purchaser’s knowledge, there is no litigation, suit, action, arbitration, inquiry, investigation or proceeding pending
or, to the knowledge of Purchaser, threatened, before any court, agency or other governmental body against Purchaser (or any corporation
or entity affiliated with Purchaser) which seeks to enjoin or prohibit or otherwise prevent the transactions contemplated hereby.




    	6



    	 



    

(e) No Conflicts. The execution,
delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not result in (a)
a violation or constitute, with or without the passage of time and giving of notice, a default under any provision of Purchaser’s constitutive documents, or (b) a breach or violation in any material respect of any material agreement, judgment, order,
writ, decree, or (c) the creation of any material lien, charge or encumbrance upon any assets of Purchaser, or (d) the suspension,
revocation, impairment, forfeiture, or non-renewal of any material permit, license, authorization, or approval applicable to Purchaser, its business or operations or any of its assets or properties.


ARTICLE
V - REPRESENTATIONS AND WARRANTIES OF SELLER.


5.1 Seller represents and warrants
to Purchaser that all of the following statements are true, accurate and correct:


(a) Corporate Organization.
Seller is a company duly organized, validly existing, and in good standing under the laws of the State of New York.


(b) Power and Authority; No
Default Upon Transfer. Seller has all requisite power and authority to enter into and deliver this Agreement and to perform its
obligations hereunder. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions
contemplated hereby, have been duly and validly authorized by Seller. Neither the signing and delivery of this Agreement by Seller,
nor the performance by Seller of its obligations under this Agreement, will (i) violate Seller’s Articles of Incorporation
or Bylaws or Operating Agreement, or (ii) to the best of Seller’s knowledge, violate any law, statute, rule or regulation
or order, judgment, injunction or decree of any court, administrative agency or government body applicable to Seller.


(c) Title. To the best of Seller’s
knowledge after reasonable inquiry, Seller has good and marketable title to all of the Assets.


(d) Seller is not aware of
any of the Assets that will be provided by the Seller to the Purchaser that are not in good working order and condition. All software
and software codes conform in all material respects to the best of Seller's knowledge, to industry standards and in conformity
with all applicable laws, codes or regulation.


(e) Laws, Regulations,
Licenses and Permits. To the best of the Seller's knowledge, Seller has complied with all applicable laws, statutes, orders,
rules, regulations and requirements promulgated by governmental or other authorities relating to the Assets. Seller has not received
any notice of any sort of alleged violation of any such statute, order, rule, regulation or requirement that would have any adverse
impact upon the Assets.




    	7



    	 



    

(f) Absence of Undisclosed Liabilities.
Seller is not aware of any liabilities or obligations of any nature, whether secured or unsecured, disclosed or undisclosed, accrued,
absolute, contingent or otherwise, whether due or to become due, that would, individually or in the aggregate, materially affect
the Assets.


(g) EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR ESTABLISHED BY APPLICABLE LAW AS RIGHTS THAT CANNOT BE WAIVED OR LIMITED
BY CONTRACT, EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.


ARTICLE
VI - CONDITIONS TO CLOSING.


6.1 Conditions to Purchaser’s Obligations. The obligations of the Seller hereunder shall be subject to the satisfaction and fulfillment of each of
the following conditions, except as Purchaser may expressly waive the same in writing:


(a) Accuracy of Representations
and Warranties on Closing Date. The representations and warranties made herein by Seller shall be true and correct in all material
respects, and not misleading in any material respect, on and as of the date given, and on and as of the Closing Date with the
same force and effect as though such representations and warranties were made on and as of the Closing Date.


(b) Compliance. As of the Closing
Date, Seller shall have complied in all material respects with, and shall have fully performed, in all material respects, all
conditions, covenants and obligations of this Agreement imposed on Seller and required to be performed or complied with by Seller
at, or prior to, the Closing Date.


(c) Delivery of Assets. Seller
shall have delivered the Assets to the Purchaser.


(d) Delivery of Closing Documents.
Seller shall have delivered, and Purchaser shall have received, the documents reflected in .1 “Assets to be Sold”.


6.2 Conditions to Purchaser’s
Obligations. The obligations of the Purchaser hereunder shall be subject to the satisfaction and fulfillment of each of the following
conditions, except as Seller may expressly waive the same in writing;


(a) Accuracy of Representations
and Warranties on Closing Date. The representations and warranties made herein by Purchaser in Section 4 hereof shall be true
and correct in all material respects, and not misleading in any material respect, on and as of the date given, and on and as of
the Closing Date with the same force and effect as though such representations and warranties were made on and as of the Closing
Date.




    	8



    	 



    

(b) Compliance. Purchaser shall
have complied in all material respects with, and shall have fully performed, the terms, conditions, covenants and obligations
of this Agreement imposed thereon to be performed or complied with by Purchaser at, or prior to, the Closing Date.


(c) Payment. Purchaser shall
have transmitted by issuance of a stock certificate for 2,000,000 shares (the “Stock Certificate”) issued by the Purchaser’s
transfer agent.


ARTICLE
VII - CLOSING OBLIGATIONS.


7.1 Purchaser’s Closing
Obligations. Prior to or at the Closing, Purchaser shall deliver or effect the delivery to Seller of the stock certificate reflecting
the Stock Compensation.


7.2 Seller’s Closing
Obligations. At the Closing, Seller shall deliver the Assets to the Purchaser.


ARTICLE
VIII - SURVIVAL OF WARRANTIES AND INDEMNIFICATION.


8.1 Survival of Warranties.
All representations and warranties made by Seller or Purchaser herein, or in any certificate, schedule or exhibit delivered pursuant
hereto, shall survive the Closing for a period of one (1) year after the Closing.


8.2 Indemnified Losses. For
the purpose of this section and when used elsewhere in this agreement, “Loss” shall mean and include any and all liability,
loss, damage, claim, expense, cost, fine, fee, penalty, obligation or injury including, without limitation, those resulting from
any and all actions, suits, proceedings, demands, assessments, judgments, award or arbitration, together with reasonable costs
and expenses including the reasonable attorneys’ fees and other legal costs and expenses relating thereto.


8.3 No Indemnification by Seller.
Seller is selling to Purchaser right, title and interest in and to the Assets defined in this Agreement “as is” and
“where is”, with no representations or warranties as to merchantability, fitness or usability or in any other regard
(except for the limited representations and warranties specifically set forth above) and does not agree to defend, indemnify or
hold harmless Purchaser, any parent, subsidiary or affiliate of Purchaser or any director, officer, employee, stockholder, agent
or attorney of Purchaser or of any parent, subsidiary or affiliate of Purchaser from and against and in respect of any Loss which
arises out of or results from the transaction described herein; provided, however, that nothing in this section shall relieve
Seller of any liability for breach of this Agreement.


8.4 Indemnification by Purchaser.
Subject to the provisions and limitations set forth in this Section 10, Purchaser agrees to defend, indemnify and hold harmless
Seller, any parent, subsidiary or affiliate of Seller and any director, officer, employee, stockholder, agent or attorney of Seller
or of any parent, subsidiary or affiliate of Seller (collectively, the “Seller Indemnitees”) from and against and
in respect of any Loss which arises out of or results from: (a) any breach by Purchaser of any covenant, or the inaccuracy or
untruth of any representation or warranty of Purchaser made herein; or (b) the use of the Assets after the Closing,




    	9



    	 



    

ARTICLE
IX - MISCELLANEOUS


9.1 Expenses. Each of the parties
hereto shall bear its own expenses (including without limitation attorneys’ fees) in connection with the negotiation and
consummation of the transaction contemplated hereby.


9.2 Notices. Any notice required
or permitted to be given under this Agreement shall be in writing and shall be personally or sent by certified or registered United
States mail, postage prepaid, or sent by nationally recognized overnight express courier and addressed as follows:


(a)If
to Seller:


TWIN HARBOR WEB SOLUTIONS INCORPORATED


29 Creek Road


Bayville, NY 11709


(b)If
to Purchaser:


UPAY INC,


3010 LBJ Freeway,


Floor 1200,


Dallas, Texas, 75234


9.3 Entire Agreement. This
Asset Purchase Agreement and any agreements to be executed and delivered in connection herewith or therewith, together constitute
the entire agreement and understanding between the parties and there are no agreements or commitments with respect to the transactions
contemplated herein except as set forth in this Agreement. This Agreement supersedes any prior offer, agreement or understanding
between the parties with respect to the transactions contemplated hereby.


9.4 Amendment; Waiver. Any
term or provision of this Agreement may be amended only by a writing signed by Seller and Purchaser. The observance of any term
or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the party to be bound by such waiver. No waiver by a party of any breach of this Agreement will be
deemed to constitute a waiver of any other breach or any succeeding breach.


9.5 No Third-Party Beneficiaries.
Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or to give any person, firm
or corporation, other than the parties hereto, any rights or remedies under or by reason of this Agreement.




    	10



    	 



    

9.6 Execution in Counterparts.
For the convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.


9.7 Benefit and Burden. This
Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by and against, the parties hereto and their
respective successors and permitted assigns.


9.8 Governing Law/Forum/Jurisdiction/Injunctive
Relief.


9.8.1 The substantive laws
of the State of New York shall govern this Agreement as though this Agreement was entered into, and was to be entirely performed
within, the State of New York, and without regard to conflicts of laws provisions.


9.8.2 All claims or disputes
arising out of or in connection with this Agreement or any dealings with or relationship between the Parties shall be heard exclusively
by any of the federal or state court(s) of competent jurisdiction located in the County of Nassau, New York, U.S.A. To that end,
each Party irrevocably consents to the exclusive personal and subject matter jurisdiction of, and venue in, such court(s), and
waives any, (i) objection it may have to any proceedings brought in any such court, (ii) claim that the proceedings have been
brought in an inconvenient forum, and (iii) right to object (with respect to such proceedings) that such court does not have personal
or subject matter jurisdiction over such Party or any claims or disputes arising out of in connection with this Agreement or any
dealings with or relationship between the Parties. To the fullest extent permitted by law, each Party hereby expressly waives
(on behalf of itself and on behalf of any person or entity claiming through such Party) any right to a trial by jury in any action,
suit, proceeding, or counterclaim of any kind arising out of or in any manner connected with this Agreement or the subject matter
hereof.


9.8.3 In the event of a breach
or threatened breach by any Party of any of the provisions of this Agreement, each Party hereby consents and agrees that the other
Party shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable
relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any
actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other
security. The obtaining of any such injunction shall not prevent the obtaining party from also seeking and obtaining any damages
incurred as a result of such breach, either prior to or after obtaining such injunction. If any court or competent jurisdiction
determines that either party has breached any agreements pertaining to Confidential Information, Non-Competition or Intellectual
Property, then that Party shall pay all reasonable costs of enforcement of the foregoing covenants including, but not limited
to, court costs and reasonable attorneys’ fees, including such costs and fees through any appeals, and the period of any
restriction set forth herein shall be extended for a period of time equal to that time that the Agreement was breached.


9.9 Severability. If any provision
of this Agreement is for any reason and to any extent deemed to be invalid or unenforceable, then such provision shall not be
voided but rather shall be enforced to the maximum extent then permissible under then applicable law and so as to reasonably effect
the intent of the parties hereto, and the remainder of this Agreement will remain in full force and effect.




    	11



    	 



    

9.10 Attorneys’ Fees.
Should a suit or arbitration be brought to enforce or interpret any provision of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys’ fees to be fixed in amount by the Court or the Arbitrator(s) (including without
limitation costs, expenses and fees on any appeal). The prevailing party will be entitled to recover its costs of suit or arbitration,
as applicable, regardless of whether such suit or arbitration proceeds to a final judgment or award.


IN WITNESS WHEREOF, Purchaser
and Seller executed and delivered this Asset Purchase Agreement by their duly authorized representatives as of the Effective Date.


SELLER:


TWIN HARBOR WEB SOLUTIONS,
INCORPORATED


	 	 	 
	By: 		 
	 	Michael McCloy, President	 


PURCHASER:


UPAY INC.


	 	 	 
	By: 		 
	 	Jaco Folscher, President	 




    	12



    	 



    

EXHIBIT
1 - Service Level Agreement


The areas that the SLA will
cover are:


		1.	NEW
                                         WEBSITE SETUP - The creation of new websites for UPAY customers- includes UPAY software/Theme
                                         Studio.



		2.	HOSTING:
                                         Website hosting of UPAY clients’ websites



		3.	CUSTOMER
                                         SUPPORT



Levels of service agreed:


New Website Setup @
$750 per site


		•	New
                                         sites will be setup within 1 business day.



		•	Client
                                         may select from a list of available website templates



		•	Page
                                         management and editing features



		•	User
                                         management



		•	Picture
                                         galleries



		•	File
                                         libraries



		•	Testimonials



		•	ACPAS
                                         Plugin



		•	6
                                         Standard pages



		•	All
                                         the latest Theme Studio functionality



Customizations that will be
included:


		•	Logos
                                         can be changed. Client must provide logos. If no logos are available, a text-based logo
                                         will be used.



		•	Custom
                                         colors. Each template will have a default color scheme that can be customized to match
                                         a customer’s brand image.



		•	Page
                                         text can be customized by clients on their new site.



		•	Clients
                                         can use all the features in Theme Studio for different website setup types and to make
                                         additional changes, including adding pages and pictures.





    	13



    	 



    

Hosting package @ $35
per month:


		•	99%
                                         service uptime guaranteed by Twin Harbor – Twin Harbor’s hosting provider is Rackspace



		•	Includes
                                         hosting of UPAY client’s website, including Theme Studio



		•	Includes:
                                         Website Storage space up to 1GB



		o	Additional
                                         website storage space available at $2 per GB



		•	Application
                                         document storage up to 15GB



		o	Additional
                                         document storage space available at $5/month per 10GB



		•	Includes:
                                         Data transfer up to 3GB per month



		o	Additional
                                         transfer available at $.50/GB



		•	Includes:
                                         SSL Certificate



		•	Includes
                                         3 e-mail addresses.
	 	 	 



		•	Customer
                                         support
	 	 	 



		o	Twin
                                         Harbor will notify UPAY via email, at support@acpas.co.za and info@acpas.co.za
                                         of any Monitoring Alerts on the Server(s) within Ten (10) minutes of any Monitoring
                                         Alert being generated to notify UPAY about any issues in the service, including any downtime.



		o	Twin
                                         Harbor support will be available Monday-Friday, 9am-5pm EST for normal support but will
                                         be available on demand during any down time experienced on any UPAY or UPAY clients’
                                         sites.



		o	Phone
                                         and email support, will be available on 516-216-4273 or support@twinharbor.com



SELLER:


TWIN HARBOR WEB SOLUTIONS,
INCORPORATED


	 	 	 
	By: 		 
	 	Michael McCloy, President	 


PURCHASER:


UPAY INC.


	 	 	 
	By: 		 
	 	Jaco Folscher, President	 




    	14