AMENDED AND RESTATED CONSULTING AGREEMENT


 


This Amended and Restated Consulting Agreement
(the “Agreement”) is made this 16st day of September, 2015, between the client Oxford City Football Club,
Inc. (“Oxford”) having its principal place of business at 10 Fairway Drive. Suite 302 Deerfield Beach, FL 33441 and
GCE Wealth, Inc. (“GCE”).


 


WHEREAS, Oxford and GCE entered into a Consulting
Agreement dated December 1, 2012 (the “Original Agreement”) for GCE to perform support and management services for
Oxford;


 


WHEREAS, Oxford and GCE desire to amend and
restate the compensation structure of the Original Agreement on the terms and conditions provided herein.


 


NOW THEREFORE, in consideration for the mutual
covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


1.   Termination
of Prior Agreement


 


GCE agrees that all compensation earned by
GCE and accrued by Oxford in connection with the Original Agreement be cancelled and removed from Oxford’s accounting records
immediately. In lieu thereof, the parties will agree to new compensation and terms as provided below.


 


2.   Compensation
and Term


 


Client hereby retains GCE and GCE hereby agrees
to perform the following services: Consulting services of Oxford, as required by Oxford, through December 2018. GCE will at various
times perform services at GCE’s headquarters at other GCE facilities, or at GCE facilities. GCE will perform the services
at various times and for various durations as directed by Oxford.


 


GCE will be compensated $500,000 per year payable
in monthly installments.


 


Reasonable and necessary business and travel
expenses actually incurred by GCE shall be reimbursed by Oxford upon submission of expense reports with back-up documentation.


 


If GCE brings a legal action to collect any
sums due under this Agreement it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable
attorney’s fees.


 


This Agreement shall commence on the date stated
above, and shall remain in effect until all obligations under this Agreement have been properly completed. GCE may terminate this
Agreement with or without cause at any time.


 


3.   Independent
Contractor


 


GCE acknowledges that the services rendered
under this Agreement shall be solely as an independent contractor.


 


Confidentiality


 


GCE recognizes and acknowledges that this Agreement
creates a confidential relationship between GCE and Oxford and that information concerning Oxford’s business affairs, customers,
vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether
written, oral, or otherwise, is confidential in nature. All such information concerning Oxford is hereinafter collectively referred
to as “Confidential Information.” GCE agrees to follow Oxford information security procedures and otherwise take all
reasonable precautions for the protection of Confidential Information.


 






    	 



     

    

 


4.   Non-Disclosure


 


GCE agrees that, except as directed by Oxford,
it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever
and that upon the termination of this Agreement it will turn over to Oxford all documents, papers, and other matter in its possession
or control that relate to Oxford. GCE further agrees to bind its employees and subcontractors to the terms and conditions of this
Agreement.


 


5.   Governing
Law


 


This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada.


 


6.   Entire
Agreement and Notice


 


This Agreement contains the entire understanding
of the parties and may not be amended without specific written consent of both parties. Any notice given under this Agreement shall
be sufficient if it is in writing and if sent by certified or registered mail.


 


IN WITNESS WHEREOF, WMX and GCE have duly executed
this Agreement as of the day and year first above written.


 


	GCE WEALTH INC.	 	OXFORD CITY FOOTBALL CLUB, INC.
	 	 	 	 	 
	By:	 	 	By: 	 
	Name:	Thomas Guerriero	 	Name:	Thomas Guerriero
	Title:	President	 	Title:	Chairman, CEO