This
CONSULTING AGREEMENT ("Agreement") is made and entered into as of March 25,
2015 (the "Effective Date"),
by and between Morningstar Services with an address of 2967 
Michelson


#G169, Irvine,
CA 92612 and REGULUS Corporation, a Florida Corporation (Consultant) with an address
of 423 Main Street, 2nd Floor, Rockland, ME 04841.


 


WHEREAS,
the Company desires to engage Consultant, on a non-exclusive
basis, as
a consultant and Consultant desires to accept this engagement upon the terms and conditions set forth in this
Agreement.


 


NOW,
THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.                
Services To Be Rendered. Consultant will on a best efforts basis render the following
services to the Company during the Consulting Period (as defined below):


 


		(a)	Consulting Services.
Consultant will provide independent strategic advisory and consulting services and advice pertaining to the Company's Business
Development as the Company may reasonably request from time to time as stated herein .
The purpose of the representation contemplated herein is to provide corporate
strategy, management , restructure
and related consulting services with respect to the preparation and filing of a Form 10 filing and public listing for the Client
or its nominee.



1.
Consultant agrees, to the extent reasonably required in the conduct of the business of Company,
to place at the disposal of Company its judgment
and experience and to provide business development services to the Company;


		u.	To represent the Company, on a best efforts
basis, in connection with arranging financing as
may be appropriate;



u1.
The development of new clients in the afore-stated field, including discussion of terms and
conditions with actual or potential clients, but with the
exception of the signing of any contractual undertaking in that respect, unless specifically authorized by the
Company.


IV.
Assist the Company and its legal and accounting advisors in collecting and/or preparing documents necessary to present to
potential Clients and/or Investors and allow them to conduct due diligence, it being understood that Consultant will rely entirely
without investigation upon information provided to it by the Company's officers, directors, auditors and
counsel.


v.           
Assist the company in the formation of supplementary Limited
Partnerships


 


(b)  
Deliverables:


1.Professional
Business Plan; (2) Effective Form 10 Registration or equivalent Sland


(3)
506(c) Private Placement Offering Memorandum (4) Direct Public Offering (DPO) marketing services.


ii.
The Company must provide an audit. From a corhpliance
standpoint, you do need an audit. We work with two (2) auditors that have similarly competitive rates for S-1 work.
While every situation is different, it's
not uncommon for audits in the 
$1,500-


$2,000 range.
Our fee does not include the audit.


m.Compliance:
The Company is responsible to pay for (1) OTCIQ.
The initial fee  is


$12,500 ($2,500
setup fee) then $10,000 annually, and (2) BlueSky Services which is quoted on a per-transaction
basis.


IV.
Transfer Agent: Through an existing relationship we can offer a transfer agent,
EDGAR agent, for free for the first six months to eligible
clients.




    	 



    	 



    

 


v.
Documentation: The Issuer will prepare initial drafts of definitive legal documentation for review and comment by
the Purchaser's. The definitive documentation will consist
of a note purchase agreement with attached forms of the note[s] and security agreement to be executed on
closing.


v1.
Ef fective Date: The date, declared by the Securities &
Exchange Commission (SEC), on which shares of the company can start trading. This usually refers to the date when shares
become available for sale.


 


		(c)	Investor Relations.
Consultant may arrange meetings between representatives of the Company and individuals, and financing institutions in the
investment community,
such as securities analysts,
portfolio managers, market makers, broker/dealers,
and individual investors (collectively "Investors"). During
initial discussions, Consultant is authorized to disclose the name of Company and other pertinent information approved by Company,
in advance of disclosure, to an approved Investor. Based on an expression of interest in further discussions by Investor, Consultant
will introduce Company to Investor. The Company and Investor
may then discuss
and negotiate the
terms of a
potential transaction.



 


		(d)	Procedure. The
following procedure shall be followed as to identifying and introducing potential investments,
clients and investors to the Company. First,
Consultant will inform the Company of the identity of the proposed Investor
in writing (email is acceptable). Ifthe
proposed Investor is acceptable to the Company and has not been previously
introduced to the Company, the Company will promptly so notify Consultant in writing (email is acceptable).
Potential acquisitions and investors will be asked to execute the Company's
Confidentiality Agreement. Thereafter Consultant will be protected as to a
consultant fee resulting from Consultant's identification of such party or parties if such transaction is consummated during the
term hereof.



 


2.                
Performance of Consultant.


 


		a.	Professional Standards. All
work done by Consultant pursuant to this Agreement will be of the highest professional standards and performed to the Company's
satisfaction.



 


		b.	Compliance. Consultant
will comply with all applicable laws, regulations,
and orders pertaining to the
performance of this
Agreement and the
achievement of its
purposes.



 


		c.	Best Ef
forts Basis. Consultant will,
at all times, faithfully and in a professional manner perform all of the duties
that may be reasonably required of, and
from, the Consultant pursuant to the terms of this Agreement. Consultant does not guarantee that its efforts will have any impact
upon the Company's business or that there will be any specific result or improvement from the Consultant's efforts.



 


		d.	Acting
Only as a
Consultant. It
is acknowledged
that Consultant's position
in any proposed transaction is
that of a consultant, and hat Consultant is n t licensed
as a securities or real estate dealer or broker. Consultant shall specifically not provide any of the following services
to the Company:
(i) negotiating for the sale
of any of the Company's securities;
(ii) effectuating sales of any of the Company's securities for the account of others; (iii) discussing details of the nature of
the securities sold or whether recommendations
were made concerning the sale of the
securities; (iv) providing advice relating
to the valuation of or the financial
advisability of any investments in the Company; or (v) handling any funds or securities on behalf of the Company or the Investor
or to perform any, act which would





    	 



    	 



    

 


require Consultant
to be licensed as a securities, commodity and/or real estate broker or dealer.


 


		3.	Indemnification of Consultant of the Company.
The Company acknowledges that the Consultant relies on information provided by the Company in connection with the provisions
of Services hereunder and represents that said information does not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading,
and agrees to hold harmless and not indemnify the Consultant for claims against the Consultant as a result of any breach of such
representation and for any claims relating to the purchase and/or sale of the Company's securities occurring out of or in connection
with the Consultant's relationship with the Company including, without limitation, reasonable attorney's fees and other costs arising
out of any such claims; provided, however, that the Company will not be liable in any such case for losses, claims, damages, liabilities
or expenses that arise from the negligence or willful misconduct of Consultant.



		4.	Mutual Indemnification for Securities Law
Violations. The Client and  Consultant  mutually
agree to indemnify and hold one another harmless, including and each officer, director and controlling person against any losses,
claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending
any action or claim in respect thereof) to which either party or such officer, director or controlling person may become subject
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Financial Services Authority
(FSA); or the Financial Services and Markets Act of 2000 (FSMA) because of actions of the other party or its agent(s). The Consultant
is not FINRA licensed but is acting in a capacity as a private investment banker and
consultant.



 


		5.	Consulting Period. This Agreement is
for the period commencing on the Effective Date and ending April 1, 2016 (the "Consultation
Period"), unless sooner terminated in accordance with the provisions of this Agreement. The consulting period will be extended
at the sole discretion of the  Company.



 


6.                
Compensation and Expenses.


 


		(a)	Seventy five thousand dollars ($75,000)broken
down as follows: $37,500 in cash in four installments; (a) $17,500 upon engagement; (b) $20K at $5,000 per month for four
months, and (c) $37,500 in company  stock at 50% of the IPO price (e.g, $1.00 per share
sale price =



$0.50 per share, and thus
75,000 shares)


 


		(b)	For services to be rendered
by the Consultant hereunder. Consultant shall be entitled to payments of ten thousand dollars ($10,000.00) per month starting
after the effective date of a successful filing of a Form 10 and
for twelve consecutive months thereafter, date of effective registration to be made an amendment to this
agreement.



 


		(c)	Expenses. Prior
to any travel or other-expenses,
Consult nt shall
submit to the Company in writing an estimate and purpose of the travel for the Company's approval. Upon presentation of receipts
or payment vouchers, pay for, or reimburse the Consultant for, all reasonable and necessary expenses preapproved by the Company
which the Consultant has incurred in the performance of his duties hereunder. All travel arrangements including air fares and hotel
reservations will be handled by the Company. Expenses shall be paid to Consultant within 15 days after expense report is presented
to the Company with all accomp,anying receipts.





    	 



    	 



    

 


 


 


CONSULTING
AGREEMENT


 


(d)
Default Interest Rate. For any unpaid balance per 1.(a) remaining unpaid during the consulting
period interest of
ten percent (
10%) annually will
be charged and
accrued.


 


		7.	Proprietary Information.



 


		(a)	Definition. "Proprietary
Information" means any and all information of a confidential, proprietary, or secret
nature which is or may be either applicable to, or related in any way to (1)
the business, present or future, of the Company or its affiliates, (2) the research and development
or investigations of the Company or any of its affiliates or (3) the business of any customer of the Company or of any of its affiliates.
Proprietary Information includes, for example and without limitation, trade secrets, processes, formulas, data, know-how, improvements,
inventions, techniques, marketing plans, software and strategies, and information concerning the Company and its affiliates' customers
or vendors.



 


		(b)	Proprietary Information.
Proprietary Information is a special, valuable, and unique
asset of the Company, and Consultant will, during the term of this Agreement and thereafter for a period of two years subsequent
to termination of this Agreement, keep in confidence and trust all Proprietary Information.
During the Consulting Period of this Agreement and thereafter, Consultant will not directly or indirectly use Proprietary Information
other than in the course of performing its duties to the Company and will not directly or indirectly disclose any Proprietary Information
or anything relating thereto to any person or entity, except in the
course of performing its duties under this Agreement and then only with the consent of the Company. Consultant will abide by the
Company's policies and regulations, as established from time to time, for the protection of Proprietary
Information.



 


		(c)	Disclosures. If
Consultant becomes legally obligated to disclose any Proprietary Information, Consultant must
give the Company prompt notice of such fact before such disclosure. The Company will obtain a protective order or other appropriate
remedy concerning any such disclosure or waive Consultant's compliance with the applicable provisions of this Agreement. Consultant
must cooperate fully with the Company in connection with the Company's efforts to obtain a protective order or other appropriate
remedy. In the event the Company is unable to obtain a protective order or other appropriate remedy with respect to the Proprietary
Information or has not responded to Consultant's notice before the required disclosure, Consultant will be deemed to have complied
with its obligations under this Section 5. When making any disclosure of Proprietary Information, Consultant must use its best
efforts to have all Proprietary Information treated confidentially.



 


6.                 
Term and Termination. Unless earlier terminated as provided below,
the term of this Agreement shall commence March 26, 2015 and shall continue until April 1, 2016. At the end of the term, the Agreement
shall automatically continue in perpetuity until termim ted by
either party on at least forty five (45)
days prior notice. Manufacturer may terininate this Agreement upon notice to Distributor, upon any of the following
events:


1.
failure of Consultant to fulfill or perform any one of the duties, obligations or responsibilities in this Agreement, which
failure is not cured with thirty (30) days' notice from Company;


11.
any assignment or attempted assignment by Company of any interest in this agreement or delegation of Consultants obligations
without_ Company's written consent;


 


4




    	 



    	 



    

 


111.
any sale, transfer or relinquishment, voluntary or involuntary, by operation of
law or otherwise, of any material interest in the direct or indirect ownership or any change in the management of
Consultant;


1v.
failure of Consultant for any reason to function in the ordinary course of business; or


 


7.                  
Return of Materials at Termination. Consultant must,
upon termination of this Agreement for any reason, promptly deliver to the Company, or
any affiliate designated by the Company, all lists,
books, records, sales materials and other documents and data, including computer files, discs, memory, print-outs and other information,
including all copies thereof, pertaining to the business of the Company, whether
prepared by the Company or Consultant
all of which Consultant acknowledges
are owned by the Company. Consultant must not take
any documents or data, or any reproduction or excerpt of any documents or data, containing or pertaining to any Proprietary Information
upon termination of this Agreement.


 


8.                  
Binding Arbitration and Governing Law. Any and
all disputes, controversies or claims (including any and all disputes, controversies, and claims between the Parties after Closing)
arising out of or relating to this Agreement, or the making, performance, or interpretation thereof, including the issues of fraud,
misrepresentation, rescission, reformation, revocation, or novation, shall be fully and finally settled by binding arbitration
in accordance with the Commercial Rules of the American Arbitration Association, then existing. The arbitration shall take place
in Florida and judgment on the arbitration award may be entered in any Court having jurisdiction over the subject matter of the
controversy. The arbitrator(s) in deciding the case shall apply the commercial law of the State of California without regard to
the doctrine of conflicts of law or inconvenient forum. The obligation of the Parties to submit to binding arbitration is their
sole and exclusive remedy at law or equity and this obligation shall survive the Closing and termination of this Agreement.


The
arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties. The award shall include
an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be entered into by any court
having jurisdiction thereof or having jurisdiction over the relevant party or its assets. A request for interim measures, including
injunctive relief and prejudgment attachments or garnishments, by a party to a court shall not be deemed incompatible with, or
a waiver of this agreement to arbitrate.


 


		9.	Status. Consultant's status
under this Agreement is that of an Independent Contractor 
and



,Consulting
Company (independent contractor) and not that of an agent or employee. Consultant
is not authorized to assume or create any obligation or responsibility, express
or implied, on behalf of, or in the name of, the Company or to bind the
Company in any manner. CONSULTANT IS
SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL FEDERAL AND STATE TAXES DERIVED FROM SERVICES PAID
BY COMPANY AS
A RESULT OF
THIS AGREEMENT.


 


10.              
Assignment. Consultant's services
under this Agreement are unique and personal. Accordingly, Consultant may
not assign any of his rights or delegate
any of his duties or obligations under this Agreement, without the prior written consent of the Comp,ny.
The
rights and obligations of the Company
under this
Agreement will inure
to the benefit
of and will
be binding upon
the Company's successors
and assigns, whether
by merger, consolidation or otherwise.


 


		11.	General.



 


		(a)	Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto relating
to the subject
matter hereof, and supersedes
and replaces all
prior writings,





    	 



    	 



    

 


discussions
and rights relating thereto; and no obligation of any kind relating thereto is assumed by or implied against either party hereto
except for those obligations expressly stated herein and those imposed by common law. This Agreement may only be amended by a written
instrument signed by the parties hereto.


 


		(b)	Choice of Law. This
Agreement shall be construed in accordance with the laws of the State of Florida without and application of the principles of conflicts
of laws. If it becomes necessary for any party to institute legal
action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such
party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the
Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees,
court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing
Party's rights hereunder. Any suit, action, or proceeding with respect to this Agreement shall be brought in the state courts located
in Orange County Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose
of any such suit, action, or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any
objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any judgment entered by any court in respect thereof brought in Pinellas County Florida, and hereby
further irrevocably waive any claim that any suit, action or proceeding brought in Pinellas County Florida, has been brought in
an inconvenient  forum.



 


		(c)	Judicial Proceedings and Delays.
The parties shall notify in writing to each other their intent to institute judicial
proceedings and provide a detailed statement of the causes of action or reasons for such suit. Upon receipt of such notice, the
recipient shall have twenty (20) days to respond to the statement. Ifthe
response is unsatisfactory, the parties shall attend mandatory mediation previous filing a lawsuit. This condition precedent shall
not be waived or forfeited by either party unless one year has elapsed from the day of the written notice. A statement from a certified
mediator declaring impasse shall be necessary to file a lawsuit. For any other rights or obligations, delay or failure to exercise
any right or remedy hereunder will not impair such right or remedy or be construed as a waiver thereof or as acquiescence in breach
of this Agreement. Any single or partial exercise of any right or remedy will not preclude any other or further exercise thereof
or the exercise of any other right or remedy.



 


		(d)	Notices. Any
notice required or permitted under this Agreement will be in writing and will be deemed given when mailed by United States certified
or registered mail, return receipt requested, or when deposited with a national overnight or two-day delivery service, provided
such service has a confirmation/tracking system to confirm deliveries, to the address indicated in this
Agreement.



 


		(e)	Counterparts. This
Agreement my be executed via facsimile and in counterparts, each of which is deemed an original, and any party hereto may execute
any such counterpart, all of which,
when taken together,
constitute one and
the same instrument.



 


		(f)	Costs. All
of the Company's costs, including legal fees, are for
the account of the Company, and in no event shall be
the responsibility of the Consultant. All of the Consultant's
costs, other than those previously approved in writing ,by
the  Company,





    	 



    	 



    

 


shall
be the responsibility of the Consultant and in no event shall be the responsibility of the
 Company.


 


		(g)	Severability. Inthe
event of the invalidity or unenforceability of any one or more of the provisions of this
Agreement, such illegal or unenforceable provisions shall be severed and shall not affect the validity or enforceability of the
other provisions hereof, and such other provisions
shall be deemed
to remain in
full force and
effect.



 


		(h)	Further Assurance. The
parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other
actions as may be reasonably required or
appropriate to carry out
the intent and
purposes of this
Agreement.



 


		(i)	Fair Meaning. This
Agreement shall be construed in accordance with its fair meaning and not
for or against
either party on
account of which
party drafted this
Agreement.



 


 


G)
Legal Representation. Each party has been represented by independent
legal counsel in connection with this Agreement, or each has had the opportunity to obtain independent legal counsel and has waived
such  right.


 


(k)
Ability to Enter into Agreement. The
parties represent that they are legally able to enter into this agreement and no legal or judicial impediment exists including
but not limited to regulatory constraints or court orders. The parties represent that
their respective corporations or companies or the business entity doing business hereunder is in good standing
with
the state
of incorporation or
formation .


 


12.              
Good faith and
fair dl!aling. The
Parties agree this Agreement imposes an implied duty of good faith
and fair dealing
on all the
respective obligations of
the Parties.


 


IN
WITNESS HEREOF, the parties hereto, with
full power and authority, have executed this Agreement
as of the
year and date
first above written.


 


 


 


 


 


 





	CONSULTANT	 	COMPANY
	REGULUS Corporation	 	Morningstar Services

                            

	By: /s/David F. Emery 03/27/2015	 	By: /s/Brian Jue 03/30/2015
	David F. Emery, President	 	Brian Jue, President