Exhibit
10.1


 


	[*]
    Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would
    be competitively harmful if publicly disclosed.
	 	 
		Seyfarth
        Shaw LLP

        975
        F Street, N.W.

        Washington, DC 20004-1454

        T
        (202) 463-2400

        F
        (202) 828-5393

         

        jshire@seyfarth.com

        T
        (202) 828-5389

         

        www.seyfarth.com

        



 


October
5, 2020


 


Via
E-Mail


 


Mr.
Ronald Ian Bilang, CEO

ZC Top Apparel Manufacturing, Inc.

Philippines

ronaldianbilang92@gmail.com


 


	 	Re:	Demand
    for Repayment and Notice of Rescission of Transaction


 


 


Dear
Mr. Bilang:


 


We
are counsel to Verus International Inc. (“Verus”). As you know, on April 3, 2020, Verus entered into a binding Term
Sheet with ZC Top Apparel Manufacturing, Inc. (“TAM”), in which it agreed to acquire 51% of TAM for $100,000. Verus
paid TAM the agreed $100,000 by sending the amount to a TAM supplier to cover TAM’s obligation to that supplier in the same
amount. This letter is a demand for repayment by TAM to Verus in the amount of One Hundred Thousand Dollars U.S. ($100,000 U.S.)
and Verus’ notice of rescission of the April 3, 2020 transaction between the two parties.


 


Specifically,
your refusal to issue stock to Verus as agreed upon on April 3, 2020, even after payment of consideration in the amount of One
Hundred Thousand Dollars U.S. ($100,000), has left Verus no choice but to rescind the transaction. While this transaction was
consummated in April 2020 (together with a confirming securities purchase agreement in May 2020), you have failed to issue the
stock to Verus more than five months after the closing of this transaction.


 


On
April 3, 2020, you signed a Binding Term Sheet with Verus that obligated you to perform, including specifically the issuance of
stock to Verus. Both TAM and Verus intended that this instrument be legally binding. In the days following the execution of this
Binding Term Sheet, Verus and TAM worked to quickly consolidate TAM operations with Verus. TAM acted to transfer its main intellectual
property assets, which included specifications and designs for its N95 masks, to Verus. Verus created a division, called Verus
Cares, to operate this new healthcare related business. And, further, Verus hired TAM’s (previously) majority stockholder,
Anders Gratte, as President of Verus Cares. Verus also researched potential suppliers of materials for masks and gowns in China,
Malaysia, Turkey, Romania, India, Pakistan and Vietnam, among other countries. By the third week of April, Verus had entered into
contracts for manufacture of N95 masks and manufacture and provision of medical gown.


 




    	 



    	 



    




 


	[*]
    Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would
    be competitively harmful if publicly disclosed.
	 	 
		October
        5, 2020

        Page
        2

         






 


Critically,
after a series of COVID-19 banking delays, on April 24, 2020, at TAM’s request, Verus wired $100,000 U.S. on behalf of TAM
to satisfy the purchase order obligation with the Vietnamese manufacturer [*], which payment, per TAM’s request, satisfied
the cash consideration of the Binding Term Sheet. In exchange, TAM was required to issue 51% of the capital stock of TAM to Verus,
as evidence by filings and registration in the Philippines.


 


On
the date of this writing, which is five months after the exchange of signatures and payment of consideration by Verus of $100,000,
you have still not registered the controlling interest of 51% in the name of Verus. For this reason, there has been a failure
of contractual performance by TAM and breach of contract. Accordingly, by this letter, Verus hereby rescinds all obligations under
the Binding Letter Agreement and demands immediate return of the cash consideration of $100,000, plus fees and costs to be determined.


 


On
behalf of Verus, we ask that you make arrangements for payment of the cash consideration immediately, and in no event less than
ten (10) days from the date of this letter.


 


	 	Sincerely,
	 	 
	 	SEYFARTH
    SHAW LLP
	 	 
	 	/s/
    John Shire
	 	John
    D. Shire


 


		JDS/emq	



 


	CC:	Mr.
    Anshu Bhatnagar - Verus International
	 	William
    Pricket, Esq. - Seyfarth Shaw