Exhibit 10.1


 


SERVICE CONTRACT 

FOR DAIRY PRODUCTS


 


( Ref. MPFI-ROKA/03-2015/01 )


 


		1.	Parties



 


This Contract is made this 25th day of March 2015
between:


 


M-Power Food Industries Pte Ltd a company having its
principal place of business at 76


Playfair Road, #03-06 LHK2 Building, 367996 Singapore (the "Service
Provider")


Service Provider's bank:


Oversea-Chinese Banking Corporation Limited


65 Chulia Street, OCBC Centre, Singapore 049513.


Swift:


Account number (SGD):


 


And


 


Roka Group Holdings Limited a company
having its principal place of business at 898 Qian Hebei Road, Qianshan, Xiangzhou District, Zhuhai City, Guangdong Province, China
(the "Client").


 


		2.	Background



 


WHEREAS, Service Provider has expertise
in the production of formulated dairy products and is willing to provide technical support services and transfer of know-how to
Client concerning the development of its own production of such dairy products.


 


WHEREAS, Client desires to obtain technical
information, support and know-how from the Service Provider in order to develop production of the Dairy Products.


 


NOW THEREFORE, the parties, in consideration
of the mutual covenants and agreements to be performed as set forth in this contract, the receipt and sufficiency of which consideration
are hereby acknowledged, hereby agree as follows.


 


		3.	Scope of Supply of Services:



 


Transfer of know how producing formulated
powdered milk, inclusive of products testing, production training in Singapore and technical maintenance.


 


		4.	Assignment Prohibited



 


Client's technical information and know-how
obtained from Service Provider under this Contract shall not be assigned, passed or sold to any third party by the Client without
the prior written approval of the Service Provider, and an attempted assignment by the Client may, at the sole discretion of the
Service Provider, be sufficient cause for termination of this Contract. In addition, Service Provider may at its sole discretion
terminate this Contract upon a corporate merger or other consolidation by the Client.


 


		5.	Technical Information, Know-how



 


(a)  Client
hereby acknowledges that the technical information and know-how provided by the Service Provider are the property of the Service
Provider. Client hereby agrees to treat such technical information and know-how as confidential.


 




     


     


    

 


 


(b)Client
shall during the term of this Contract and after termination thereof, execute such documents as Service Provider may request from
time to time to ensure that all technical information, know-how, right, title and interest in reside with Service Provider.


 


(g) The terms and conditions of this clause 5 shall survive
any termination of this Contract.


 


		6.	Contract Value and Payment Terms



 


In consideration of all the services and
rights supplied to Client hereunder as more fully specified in Item 3 Scope of Supply of Services above, Client shall pay to Service
Provider a total amount of US$3,750,000.00 as per the following schedule:


 


		-	1st payment Jul 15 10%






		-	2nd - Aug 15 10%






		-	3rd - Sep 15 20%






		-	4th - Oct 15 20%






		-	5th - Nov 15 20%






		-	6th - Dec 1520%



 


		7.	Implementation Period



 


This Contract shall be iinpleMented within
a period of 3 months from January to March 2015. It may be extended upon agreement between the Service Provider and the Client.


 


		8.	Relationship of the Parties



 


The relationship of the Client to Service
Provider is that of independent contractors, and neither Buyer nor its employees or agents are employees of the Service Provider.
This Contract does not constitute a joint venture or grant of a franchise between Service Provider and Client.


 


		9.	Merger



 


This Contract constitutes the entire understanding
of the parties, all prior understandings having been merged herein. This Contract may only be amended only by a writing signed
by both parties to this Contract.


 


		10.	Notices



 


All notices regarding this Contract shall
be in writing and shall be deemed delivered on the earlier date: (1) if sent by e-mail, delivery or mail when actually received
and acknowledged; or (2) 5 days after mailing by certified or registered mail, return receipt requested.


 


		11.	Choice of Law



 


This Contract shall be governed by British
law. Furthermore, the parties hereby agree that any action or proceeding arising out of or relating to this Contract shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce.


 


		12.	Indemnification of the Seller



 


Client shall defend and indemnify the Service
Provider and hold the Service ProVider harmless from any and all claims, damages, and reasonable attorney's fees and related expenses
arising from the use of Service Provider's Technical Information and Know-How. The provisions of this clause shall survive the
termination of this Contract for a period of two (2) years.


 




     


     


    

 


		13.	Execution



 


Each party has read this Contract in its
entirety and understands its terms and consequences. Each of the undersigned hereby represents that he or she has the authority
to enter into this Contract.


 


IN WITNESS WHEREOF the Service Provider
and Client have executed this Contract as of the date first written above.


 


	Service Provider:	 	M-POWER FOOD INDUSTRIES PTE. LTD.	 
	 	 	 	 
	Authorized Signatory:	 	 	 
	 	 	 	 
	Client:	 	ROKA GROUP HOLDINGS LTD	 
	 	 	 	 
	Authorized Signatory:	 	 	 
	 	 	 	 
	Date: