Agreement
    with Tiber Creek Corporation	Page
    Number 1





 


AGREEMENT
setting forth the terms and conditions upon which TIBER CREEK CORPORATION (“Tiber Creek”) is engaged by LAURENCE WAINER,
together with any successors (collectively “Wainer”) to effect transactions (“the Transactions”) intended
to combine a company chosen by Wainer (“the Target Company”) with a United States reporting company (“the Reporting
Company”) or to otherwise utilize the Reporting Company as Wainer may direct, and for related matters.


 


I.
SERVICES
PROVIDED.


  


Following
its engagement, Tiber Creek and its affiliates will:


 


A.
Discuss with Wainer the structure of the Transactions and actions to be taken by Wainer in preparation for the completion of the
Transactions;


 


B.
Transfer control of the Reporting Company to Wainer;


 


C.
Prepare the agreement for the acquisition of the Target Company by the Reporting Company by merger, stock-for-stock exchange or
stock-for-asset exchange when requested (“Business Combination Agreement”).


 


D.
Combine the Target Company with the Reporting Company (“the Business Combination”) when requested;


 


E.
Prepare and file with the Securities and Exchange Commission Forms 8-K describing the change in control of the Reporting Company
and the Business Combination, as each occurs;


 


F. Prepare
and file with the Securities and Exchange Commission an appropriate form of registration statement under the Securities Act of
1933 (“Registration Statement”) and all required amendments registering such securities of the Reporting Company as
Wainer shall designate;


 


G.
Provide for the filing by a market maker of a Form 15c-211 for the quotation or listing of Wainer’s securities for public
trading on stock exchanges for which its securities are then eligible;


 


H.
Assist in establishing and maintaining relationships with investment bankers, market makers, broker-dealers, investment funds
and others that may be interested in investing in, recommending or supporting your securities and in preparing written and direct
presentations to such groups;


 


I.
Take other actions appropriate to completion of the Transactions as contemplated by this agreement.


 




    	 



    	 



    


  


	AGREEMENT
    WITH TIBER
    CREEK
    CORPORATION	PAGE
    NUMBER 2


 


II.
BUSINESS
COMBINATION.


 


A.
Tiber Creek will provide, at its expense, the Reporting Company, which will have audited financial statements showing no material
assets or liabilities, which will have registered its common stock under §12(g) of the Securities Exchange Act of 1934 (“the
1934 Act”), and which will be current in its reporting requirements under §13 of the 1934 Act.


 


B.
The Reporting Company will have authorized capital of 100,000,000 shares of common stock, $.0001 par value per share, and 20,000,000
shares of preferred stock, $.0001 par value per share, of which 20,000,000 common shares have been issued and no preferred shares.


 


C.
Upon the change in control of the Reporting Company there will be issued to Wainer the amount of common stock and other securities
of the Reporting Company as shall be designated by Wainer. The officers and directors selected by Wainer will become the officers
and directors of the Reporting Company. The name of the Reporting Company following the change in control will be chosen by Wainer.


 


D.
The existing shareholders of the Reporting Company will retain 300,000 common shares of the Reporting Company (“the Shareholder
Shares”). The Shareholder Shares shall be included in the Registration Statement.


 


E.
The Reporting Company will not at any time take or allow any action (whether by reverse stock split or otherwise) which would
have the effect of reducing the absolute number of the Shareholder Shares.


 


F.
Nothing in this agreement shall prevent the Reporting Company from diluting the stock ownership of Tiber Creek by issuing additional
common stock to other persons at any time.


 


III.
PAYMENTS.


 


A.
In full satisfaction for the services of Tiber Creek and its affiliates in regard to the Transactions described in section 1 of
this agreement, Wainer will pay to Tiber Creek the amount of $85,000.


 


B. Wainer
shall pay $40,000 to Tiber Creek upon the execution of this agreement, $10,000 thirty days thereafter, and $5,000 per month thereafter
until paid in full. All payments will be deemed earned when paid or due to Tiber Creek and are non-refundable.


 


IV.
EXPENSES.


 


A.
Tiber Creek will bear its expenses incurred in regard to the Transactions, including, without limitation, travel, telephone, duplication
costs, and postage.


 


B.
Wainer will any third-party expenses (other than those of Tiber Creek) including, without limitation, Federal, state and stock
exchange filing fees, underwriting and market making costs, corporate financial relations, accounting fees, duplicating costs
and other expenses of the Reporting Company.


 




    	 



    	 



    





 	AGREEMENT
                                    WITH TIBER
                                    CREEK
                                    CORPORATION	PAGE
    NUMBER 3




 


V.
AFFILIATES.


 


A.
In order to better carry out the Transactions, Tiber Creek may assign the performance of all or parts of this agreement to one
or more of its affiliates or other persons, and pay such affiliates or other persons from the amounts received by Tiber Creek
under this agreement. An assignment will not relieve Tiber Creek of any of its obligations under this agreement.


 


B.
Wainer understands that legal services arising from this agreement will be performed by the law firm of Cassidy & Associates,
which is an affiliate of Tiber Creek. Tiber Creek will pay all costs and expenses of Cassidy & Associates. Wainer understands
that this agreement does not create any attorney relationship between Wainer or the Reporting Company and Cassidy & Associates.


 


VI. UNDERSTANDINGS
OF WAINER
CONCERNING
REPORTING
COMPANY
OBLIGATIONS.


 


A.
Wainer agrees that he will timely take all steps necessary to complete the Transactions to include, without limitation, causing
audited financial statements to be prepared in proper form for the Reporting Company; obtaining consents of the Board of Directors
and the shareholders of the Reporting Company, as required; causing all necessary documents to be properly and timely prepared,
executed, approved or ratified, as appropriate; making timely and fully all required payments related to the registration and
listing of the Reporting Company’s securities for public trading, including filing fees; and timely taking all other actions
reasonably required of him to complete the Transactions.


 


B.
In the event that at any time prior to their completion Wainer determines not to continue with the Transactions Tiber Creek hereby
grants to Wainer the right to buyout the interest of Tiber Creek in this agreement on the terms contained herein, in which case
Tiber Creek agrees not to seek specific enforcement of this agreement. In the event that Wainer elects not to continue with the
Transactions (or if Wainer does not timely take all such steps and do all such things as may be reasonably required of him to
complete the Transactions) Tiber Creek will be entitled to (i) retain the securities in the Reporting Company acquired or to be
acquired by Tiber Creek or its affiliates under this agreement and (ii) receive in full all payments to be due to it or its affiliates
through and upon completion of the Transactions as though those events had occurred. Upon payment of the buyout fee provided for
herein, all obligations of the parties under this agreement will cease except for obligations which expressly or by their nature
survive termination.


 


VII.
PERFORMANCE
OF SERVICES
BY OTHERS.


 


From
time to time, the achievement of certain results desired by the Reporting Company, including the promotion of interest in its
public securities, may be enhanced by the services of other parties. These parties may include consultants, advertising agencies,
financial analysts and similar persons who may, directly or indirectly, assist in creating interest in the Reporting Company’s
securities. All compensation, costs and expenses of such parties, if engaged by the Reporting Company, will be borne by it.


 




    	 



    	 



    


 	AGREEMENT
                                    WITH TIBER
                                    CREEK
                                    CORPORATION	PAGE
    NUMBER 4












 


VIII. ACTIONS
AND
UNDERSTANDINGS
FOLLOWING THE
BUSINESS
COMBINATION.


 


A.
Wainer understands that in order to achieve the greatest market interest in the securities of the Reporting Company, its officers
and its directors, all or some, will be required to continuously interact with the financial community. This interaction will
include, without limitation, timely filing of reports under the Securities Exchange Act of 1934, including audited financial statements;
annual reports to shareholders and shareholder meetings; issuing periodic press releases; and meetings and discussions with existing
and prospective brokers, market makers, investment bankers and institutions.


 


B.
Wainer understands that the completion of the Transactions will not, in itself, result in capital investment in the Reporting
Company. The public status of the Reporting Company and its introduction to market makers and others in the financial community
may result in investment interest. However, investment interest will depend upon the success of the Reporting Company, market
conditions and other factors over which neither Tiber Creek nor its affiliates have any control.


 


C.
Wainer understands that the ultimate judgement of the financial community of the investment merits of the Reporting Company will
depend upon the Reporting Company’s ability to successfully carry out its business plans and operations, to operate at a
profit and similar business considerations.


 


D.
Wainer understands that the first trading in the Reporting Company’s securities may be limited, and that to increase the
amount, depth and market price of its securities will require both time and effort by the Reporting Company to develop relations
with market makers and to create strong and stable trading of the Reporting Company’s securities.


 


IX.
COMPLIANCE
WITH SECURITIES
LAW.


 


Under
the securities laws:


 


A.
The Reporting Company and its affiliates will need to furnish all information and documents concerning it and its affiliates required
for the preparation and filing of the Registration Statement by the Reporting Company which information must be complete and accurate
and not contain any material misstatement or omit any material information.


 


B.
The Reporting Company must at all times observe and comply with Federal and state securities laws, rules and regulations incident
to the issuance and trading of its securities and must take all steps reasonably required within its control to prohibit any persons,
whether or not affiliated with the Reporting Company, from engaging in any transactions in contravention of such laws, rules and
regulations.


 




    	 



    	 



    


  


	AGREEMENT
    WITH TIBER
    CREEK
    CORPORATION	PAGE
    NUMBER 5


 


C.
Wainer and the Reporting Company and their affiliates must not at any time knowingly engage in any activity which would constitute
a prohibited market manipulation of the securities of the Reporting Company and will need to take all steps reasonably required
within their control to prohibit any officer, director, other affiliate, agent or employee from engaging in such conduct.


 


D.
The Reporting Company should not issue any securities to any person for the promotion or maintenance of a trading market in the
Reporting Company’s securities without first receiving an opinion of qualified counsel that such issuance will be in accord
with securities laws, rules and regulations and should not, directly or indirectly, receive from such persons any capital by loan,
investment or otherwise resulting from the sale or pledge of such securities.


 


X.
NOTICES.


 


Any
notices required or permitted under this agreement shall be deemed to have been given when delivered in writing by hand, certified
mail (return receipt requested) or commercial courier, such as FedEx, to the following addresses or to such other addresses as
may have been given to each party in the manner provided for in this paragraph.


 


In
the case of Laurence Wainer to


 


Laurence
Wainer


137
Robertson Boulevard


Suite
129


Beverly
Hills, California 90211


 


In
the case of Tiber Creek to


 


Tiber
Creek Corporation


9454
Wilshire Boulevard


Suite
612


Beverly
Hills, California 90212


 


XI.
DISPUTES.


 


A.
Any disputes between the parties arising from this agreement (except for requests for equitable or injunctive relief), whether
directly or indirectly, and based upon any cause or causes of action, shall be decided by the American Arbitration Association
within Los Angeles County, California or such other place where Tiber Creek may then have its headquarters provided only that
such place shall be within the United States. Each party shall pay its own costs of arbitration, including its attorneys’
fees. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable. The provisions
of this paragraph shall survive the termination of this agreement for any reason.


 




    	 



    	 



    


  


	AGREEMENT
    WITH TIBER
    CREEK
    CORPORATION	PAGE
    NUMBER 6


 


B.
This section shall apply to claims against any officer, director, agent or affiliate of either party provided only that such person
shall consent to the terms of arbitration contained herein.


 


XII.
CONFIDENTIALITY.


 


As
a result of entering into this agreement the parties might have access to information which the parties regard as confidential
and proprietary. The parties agree that neither will, except as reasonably required pursuant to this agreement, use itself, or
divulge, furnish, or make accessible to any person any confidential knowledge, knowhow, techniques, or information with respect
to the other party unless agreed to in writing by that party.


 


XIII.
TERMINATION.


 


A.
Tiber Creek may terminate this agreement at its election, without further obligation or liability, at any time (i) that Tiber
Creek has a reasonable basis to believe that any aspect of the Transactions would constitute a fraud or deception on the market
or (ii) that Wainer fails to meet his obligations under this agreement in a manner which would constitute a material breach.


 


B.
Wainer may terminate this agreement at his election, without further obligation or liability, at any time that Tiber Creek fails
to meet its obligations under this agreement in a manner which would constitute a material breach.


 


C.
In the case of any claim of a material breach the party claimed against shall have 5 days following notice of a claim to cure
such breach unless such breach, by its nature, cannot be cured.


 


XIV.
MISCELLANEOUS.


 


A.
COVENANT
OF FURTHER
ASSURANCES.
The parties agree to take any further actions and to execute any
further documents which may from time to time be necessary or appropriate to carry out the purposes of this agreement.


 


B.
SCOPE
OF AGREEMENT.
This agreement constitutes the entire understanding of the parties.
No undertakings, warranties or representations have been made other than as contained herein, and no party shall assert otherwise.
This agreement may not be changed or amended orally.


 


C.
CURRENCY.
All references to currency in this agreement are to United States
Dollars.


 


D.
REVIEW
OF AGREEMENT.
Each party acknowledges that it has had time to review this agreement
and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any
party on the basis that it has prepared, or participated in the preparation of, this agreement.


 




    	 



    	 



    


  


	AGREEMENT
    WITH TIBER
    CREEK
    CORPORATION	PAGE
    NUMBER 7


 


E.
RATIFICATION
BY THE REPORTING
COMPANY.
The parties will cause the Reporting Company to ratify and accept
this agreement so that it constitutes a binding obligation between the Reporting Company and Tiber Creek according to its terms.


 


XV.
EFFECTIVE
DATE.


 


The
effective date of this agreement is January 25, 2014.


 


IN
WITNESS WHEREOF, the parties have approved and executed this agreement.


 


	TIBER CREEK CORPORATION	 
	 	 
	/s/
    James Cassidy	 
	President	 
	 	 
	LAURENCE WAINER	 
	 	 
	/s/
    Laurence Wainer	 
	President