---



MEMORANDUM OF UNDERSTANDING (MOU)

This memorandum of understanding is made the 12th day
of February 2019

Between

(1) Plymouth Rock Technologies (PRT) whose registered officeisat Plymouth RockTechnologies202 South
Meadow RoadUnit 5Plymouth, MA 02360USA

And

(2) Abicom International whose registered office is at ;
Abicom International LtdThe Innovation CentreWarwick
Technology ParkWarwickCV34 6UW

|I. | PURPOSE & SCOPE                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                  
|   | The purpose of this MOU is to set out providence to
      shareholders / stakeholders that Plymouth Rock Technologies and Abicom
      International are moving towards to a strategic partnership that aims to
      significantly advance the technology readiness level (TRL) of the PRT
      Wi-Ti  product
|   |                                                                                                                                                                                                                                                                                                                  
|   | In particular, this MOU is intended
    to:                                                                                                                                                                                                                                                                      

---

- Add providence to recent conversations of intent in regard to formulating a
  close strategic partnership.
- Establish an interim foundation between both parties pending formal
  agreement of strategic partnership
- Give both parties interim protection and confidence beyond the NDA already
  in place
- Clarify the message to the market that business collaborations of PRT with
  competent strategic partners are taking place.

II.        BACKGROUND

Plymouth Rock Technologies

We are creating the next generation of threat detection methods
that will fuse artificial intelligence with augmented reality interfaces to
eliminate human error. Our products, both airborne and land based will covertly
scan non-cooperative groups in real-time, for threat items at longer,
stand-off distances than existing technologies.

- Our technologies will operate in a stand-alone configuration or as a
  compliment to existing security systems.
- By expanding the security perimeter, our systems will revolutionize the
  threat screening process and deliver timely operational intelligence.
- By fusing our complementary technologies with existing detection
  methods, we will increase the probability of detection, over wider areas,
  while simultaneously reducing false alarms to improve overall efficiency.
- Our user friendly technologies will require no special training and will
  be Network Agnostic; seamlessly interfacing with all existing command and
  control infrastructures both Military and Commercial.

Abicom International

Abicom International was founded in 2001 to provide
professional design, development and consultancy services.

We offer a range of products and OEM services, from custom
radio designs, Access Point hardware, to fully integrated wireless networking
equipment. We also offer full wireless protocol development, for applications that cannot be supported
by standard 802.11 protocols.

---

We have developed a strong background in Fixed Wireless Access
(FWA) systems (point to point and point to multipoint) and our engineers have
developed products for both 802.11 and non 802.11 radio systems.

Abicoms expertise helps customers deliver high performance
products targeting both mainstream and niche markets worldwide. Abicoms key
personnel have over 30 years combined experience in many areas of communications
technology, with a strong focus on Wireless ISP-related and outdoor wireless
equipment design. Our team is able to provide solutions ranging from general
standards-based systems through to high-performance, enhanced systems that have
a competitive edge over competing technologies.

Abicoms team has had key roles in several aspects of
high-speed wireless systems, including involvement in the IEEE 802.11 and
Japanese standards, related patents, the design and manufacture of the first
high-rate (10Mbps) wireless data product to be approved under FCC
spread-spectrum rules, and the development of the highest-speed wireless bridge
available using 802.11b hardware.

In the past couple of years, Abicom International has been
working with clients to help develop the next generation of high speed
802.11ac/ax and fixed wireless access systems (FWA).

Key areas of expertise include:

- RF and Hardware Design
- System Analysis and Design
- Signal Processing
- MAC Protocol Design  including protocol development and firmware
  programming
- Embedded System Design and Development
- FPGA Design
- Worldwide Certification Experience

---

EFFECTIVE DATE AND SIGNATURE

This MOU shall be in effect upon the
signature of Party As and Party Bs authorized officials. It shall be in place
from February 12th 2019 to May 19th 2019 Parties A and B
indicate agreement with this MOU by their signatures.

Should circumstances arise where one
or both parties wish to terminate this Memorandum of Understanding, the
terminating party must inform the other party of the intent to terminate in
writing with immediate effect. In circumstances where services are process, each
party is obligated to ensure that the financial interests or standing of both
parties is concluded in a respectful and proper manner, specifically with no
financial detriment from one party to the other.



---