Exhibit 10.5


 






CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT (the "Agreement") is effective
as of November 1, 2018, by and between Kenloc Inc., a Nevada corporation (the "Company") and Lei Wang, an individual
(the "Consultant") (individually, a "Party"; collectively, the "Parties").


 


RECITALS


 


WHEREAS, Consultant
have certain management consulting experience, real estate experience, public company experience, and knowledge of international
culture and foreign languages pertaining to business advisory services in general and in particular, experiences with small cap
publicly traded companies, and related services; and


 


WHEREAS, the
Company wishes to engage the services of the Consultant to assist the Company in providing general management consulting services
in these fields.


 


NOW, THEREFORE,
in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:


 


1. CONSULTING SERVICES


 


Attached hereto as
Exhibit A and incorporated herein by this reference is a description of the services to be provided by the Consultant hereunder
(the "Consulting Services"). Consultant hereby agree to utilize its best efforts in performing the Consulting Services,
however, Consultant makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company
or the eventual effectiveness of the Consulting Services.


 


2. TERM OF AGREEMENT


 


This Agreement shall be in full force and effect commencing
upon the date hereof (the "Effective Date"). This Agreement has a term of 12 months beginning on the date hereof. Either
Party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency,
or assignment for the benefit of creditors of the other Party. Company shall have the right to terminate this Agreement if Consultant
fail to comply with the terms of this Agreement, including without limitation its responsibilities as set forth in this Agreement
and in Exhibit A, and such failure continues unremedied for a period of 30 calendar days after written notice to the Consultant
by the Company. The Consultant shall have the right to terminate this Agreement upon delivery to the Company of notice setting
forth with specificity facts comprising a material breach of this Agreement by the Company. The Company shall have 30 calendar
days to remedy such breach. Thereafter, the Term of this Agreement may be renewed for subsequent one-year periods upon the mutual
agreement of the parties; each such one-year renewal period to be included within the Term of this Agreement. Either party may
terminate this agreement by providing written notice thirty (30) days in advance of intended termination. Any compensation due
to the Consultant shall survive any termination.


 


 


 


 






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3. TIME DEVOTED BY CONSULTANT


 


It is anticipated that the Consultant shall spend as much time
as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that
this amount of time may vary and that the Consultant may perform consulting services for other companies. The Consulting Services
are not intended to require full time work but approximately 20 hours per month.


 


4. PLACE WHERE SERVICES WILL BE PERFORMED


 


The Consultant will perform most services in accordance with
this Agreement at Consultants' own offices or wherever Consultants sees fit. In addition, the Consultant will perform services
on the telephone and at such other place(s) as necessary to perform these services in accordance with this Agreement.


 


5. COMPENSATION TO CONSULTANT


 


The Consultants' compensation for the Consulting Services shall
be as set forth in Exhibit B attached hereto and incorporated herein by this reference.


 


6. CONFIDENTIAL INFORMATION


 


The Consultant and the Company acknowledge that each will have
access to proprietary information regarding the business operations of the other and agree to keep all such information secret
and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties
prior written consent. It is hereby agreed that from time to time Consultant and the Company may designate certain disclosed information
as confidential for purposes of this Agreement.


 


7. INDEMNIFICATION


 


Each Party (the "Indemnifying Party") agrees to indemnify,
defend, and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, damages, and
liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying
Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim,
demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement.
The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified
Party, its subcontractors, agents, or employees.


 


The Indemnified
Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the
Indemnifying Party's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or
defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at
all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after
this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party
shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise
or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.


 


 


 


 






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The rights and obligations of the Parties under this paragraph
shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.


 


8. REPRESENTATIONS AND WARRANTIES OF
THE COMPANY.


 


The Company hereby represents and warrants that any and all
information supplied hereunder to the Consultant in connection with any and all services to be performed hereunder by the Consultant
for and on behalf of the Company shall be true, complete and correct as of the date of such dissemination and shall not fail to
state a material fact necessary to make any of such information not misleading. The Company hereby acknowledges that the ability
of the Consultant to adequately provide financial consulting services hereunder and/or to initiate and/or effectuate introductions
on behalf of the Company with respect to potential acquisitions is dependent upon the prompt dissemination of accurate, correct
and complete information to the Consultant. In addition, and notwithstanding anything contained herein to the contrary, nothing
hereunder shall obligate the Consultant to make any minimum number of introductions hereunder or to initiate any merger or acquisitions
involving or relating to the Company. The Company further represents and warrants hereunder that this Agreement and the transactions
contemplated hereunder, including the issuance of the warrants hereunder, have been duly and validly authorized by all requisite
corporate action; that the Company has the hill right, power and capacity to execute and deliver this Agreement and perform its
obligations hereunder; that the execution and delivery of this Agreement and the performance by the Company of its obligations
pursuant to this Agreement do not constitute a breach of or a default under any agreement or instrument to which the Company is
a party or by which it or any of its assets are bound; and that this Agreement, upon execution and delivery of the same by the
Company, will represent the valid and binding obligation of the Company enforceable in accordance with its terms. The representations
and warranties set forth herein shall survive the termination of this Agreement.


 


9. COVENANTS OF CONSULTANT


 


Consultant covenant and agree with the Company that, in performing
Consulting Services under this Agreement, Consultant will:


 


(a) Comply with all
federal and state laws, rules, and regulations;


 


(b) Not make any
representations other than those authorized by the Company;


 


and


 


(c) Not publish, circulate, or
otherwise use any materials or documents other than materials provided by or otherwise approved by the Company.


 


10. AMENDMENT


 


No modification, waiver, amendment, discharge or change of this Agreement shall he valid unless the same
is evidenced by a written instrument, executed by the party against which such modification, waiver, amendment, discharge, or change
is sought.


 


11. NOTICES


 


All notices,
demand or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the day
when delivered in person ox transmitted by by facsimile transmission or on the third calendar day after being mailed by
United States registered or certified mail, return receipt requested, postage prepaid, to the addresses herein above first
mentioned or to such other address as any party hereto shall designate to the other for such purpose in the manner herein set
forth.


 


 


 


 






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12. ENTIRE AGREEMENT


 


This Agreement contains all of the understandings and agreements
of the parties with respect to the subject matter discussed herein. All prior agreements, whether written or oral, are merged herein
and shall be of no force or effect.


 


13. SEVERABILITY


 


The invalidity,
illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this
Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion
of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions
contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in
any respect, this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision
had never been contained herein.


 


1. BINDING NATURE; NO THIRD-PARTY BENEFICIARY


 


The terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties. and their respective successors and assigns,
and is made solely and specifically for their benefit. No other person shall have any rights, interest or claims hereunder or
be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.


 


15. COUNTERPARTS


 


This Agreement
may be executed in any number of counterparts, including facsimile signatures which shall be deemed as original signatures.
All executed counterparts shall constitute one Agreement, notwithstanding that all signatories are not signatories to the
original or the same counterpart.


 


16. MISCELLANEOUS


 


(A)       The Parties agree
that the state and federal courts in the State of New York shall have sole and exclusive jurisdiction and venue for the resolution
of all disputes arising under the terms of this Agreement and the transactions contemplated herein.


 


(B) In the event any Party hereto shall commence legal proceedings
against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition
or this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of
suit, including reasonable attorneys' fees, as may be fixed by the court.


 


(C) This Agreement
shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be
assignable by either Party hereto without the prior written consent of the other.


 


 


 


 






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(D) This Agreement,
together with the Exhibits referred to herein which are incorporated herein by this reference, constitutes the entire agreement
between the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements
and understandings related thereto.


 


(E) This
Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State
of New York including all matters of construction, validity, performance, and enforcement and without giving effect to the
principles of conflict of laws.


 


(F) No
supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the Parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the Party making the waiver.


 


(G) If any provision
hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision
shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance wherefrom. Furthermore, in lieu of such illegal,
invalid or unenforceable provision there shall be added automatically by the Company as a part hereof a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable.


 


IN WITNESS
WHEREOF, the Parties hereto have placed their signatures hereon in order that this Agreement become effective on the day
and year first above written.


 


 


 


	CONSULTANT:	COMPANY:
	 	 
	Lei Wang	Kenloc Inc.
	 	 
	 	 
	/s/ Lei Wang                             	/s/ Lucas Wu Yu                     
	Lei Wang, an individual	By: Lucas Wu Yu
	 	Its; CEO
	 	 
	 	 






 


 


 






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EXHIBIT A


 


DESCRIPTION
OF CONSULTING SERVICES


 


Consultant shall perform the following services pursuant to
the terms of this Agreement:


 


		(1)	CONSULTING
                                         SERVICES. During the term of this Agreement, the Consultant is hereby retained by
                                         the Company to provide financial consulting services to the Company on a non-exclusive
                                         basis, as said services relate to corporate finance matters, including, without limitation,
                                         advice regarding business development, investor relations, and other financial and business
                                         strategies. The Consultant shall also use its best efforts to introduce the Company to
                                         members of the financial community with whom it has established relationships, and generally
                                         assist the Company in its efforts to enhance its visibility in the financial community.
                                         The Consultant shall provide such consulting services as reasonably requested by the
                                         Company during the term of this Agreement, provided that nothing hereunder shall require
                                         the Consultant to devote a minimum number of hours per calendar month toward the services
                                         hereunder.



 


		2.	INITIAL
                                         RESPONSIBILITY OF CONSULTANT. Consultant will serve as a Director of the Company
                                         and perform due diligence in reviewing all Kenloc Inc. information and prepare a Due
                                         Diligence Package suitable for presentation to private investors. Consultant will also
                                         create an updated Business Plan, interact with legal counsel and auditors and prepare
                                         filing documents for review by legal counsel. Consultant will also work on a private
                                         placement of funding for Kenloc Inc. while progressing to an IPO where Consultant will
                                         assist with creating terms of the IPO and maintaining deal momentum.



 


The above services will be further defined and delineated by
the Company's board of directors from time to time as necessary.


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT B


 


TERMS OF COMPENSATION


 


The Consultants' compensation hereunder shall be as follows:


 


1.       CASH
COMPENSATION. As compensation for Consultants' promise to perform the Consulting Services, and subject to the terms and conditions
of this Agreement, Company will pay Consultant 51,000 per month.


 


2.       EXPENSES.
Consultant shall be reimbursed for all out-of-pocket expenses upon submission of receipts or accounting to the Company, including,
but not limited to, all travel expenses, research material and charges, computer charges, long-distance telephone charges, facsimile
costs, copy charges, messenger services, mail expenses and such other Company related charges as may occur exclusively in relation
to the Company's business as substantiated by documentation. Any expenditure above $500 will require oral or written pre-approval
of the Company.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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