Exhibit
10.2


EMPLOYMENT
AGREEMENT BETWEEN


SYBLEU
INC


AND


Joseph
G. Vaini


THIS EMPLOYMENT
AGREEMENT (the "Agreement") dated as of December 9, 2022 is entered into between SYBLEU INC, a Wyoming corporation,
(the "Company") and Joseph G. Vaini ("Employee").


WITNESSETH:


WHEREAS, Employee
and the Company desire to enter into an agreement providing for the employment by the Company of Employee upon the terms
provided herein.


REPRESENTATIONS AND WARRANTIES


A) Company
hereby represents and warrants to Employee as follows;


(i) Corporate
Existence of Company. Company:


(a) is
a corporation duly formed, validly existing and in good standing under the laws of the State of Wyoming and


(b) has
all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and
deliver this Agreement and to consummate the transactions contemplated by this Agreement.


(ii) No
Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation
or the transactions contemplated hereby and thereby


(a)
constitutes or will constitute a violation of the organizational documents of Company,


(b)
constitutes or will constitute a breach or violation of, or a default (or an event which, with notice
or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of
Company, loan agreement, lease or other agreement or instrument to which Company is a party
or by which Company or any of its properties may be bound,


(c)
violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court
or Governmental Authority directed to Company or any of its properties in a proceeding to which its
property is or was a party.


(B) Employee
hereby represents and warrant to Company as follows:


(i) No
Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions contemplated
hereby and thereby


(a) constitutes
or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute
such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument to which Employee
is a party or by which Employee or any of its properties may be bound,


(b) violates
or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed
to Employee or any of their properties in a proceeding to which its property is or was a party.


AGREEMENT:


NOW, THEREFORE,
in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:


1. Employment.



During
the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts employment.


2. Term.


The Term
of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with
the provisions of Section 5 hereof; provided, however, that the term of this Agreement may be extended by mutual agreement. The period
from the commencement of the term of this Agreement to the date of its expiration or sooner termination shall be considered to be the
“Employment Period" hereunder. AT THE END OF THE EMPLOYMENT PERIOD, THIS AGREEMENT MAY BE EXTENDED FOR AN ADDITIONAL YEAR
BY WRITTEN MUTUAL CONSENT OF THE PARTIES HERETO.


3. Duties.


Employee
shall be granted the title of President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal
Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Employee shall
perform such duties commensurate with his offices and as directed the BOD.


During
the Employment Period, Employee shall perform his duties hereunder in a diligent manner devoting such amount of his business time, attention
and efforts to the affairs of the Company within the scope of his employment as is necessary for the proper rendition of such service
and shall use his best efforts to promote the best interests of the Company. Employee's services shall be rendered when and as required
by the BOD and in accordance with the BOD’s instructions, direction and control.


It is agreed
that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this position pursuant
to this Agreement.


4.
Compensation.


As
sole compensation for performing his duties hereunder Employee shall receive 3,000,000 of the Common Shares of the Company ( “Stock
Payment”).


Employee
acknowledges that any Stock Payment issued pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933
and shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of
1933, and shall contain the following or an equivalent restrictive legend:


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN 


EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


Employee
agrees to execute and abide by the terms and conditions of that “Lockup Agreement” executed by and between the Company and
Employee ( Exhibit 1).


5. Termination.


a. Employee's
employment hereunder shall terminate upon the earlier of:


(i) the
expiration of the Employment Period,


(ii) the
death of Employee,


(iii) the
expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties due to
physical or mental incapacity,


(iv) termination
by the Company due to “just cause,”


(v) termination
by Employee due to a material breach of this Agreement by the Company. The exercise of the right of the Company or Employee to terminate
this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating
party in respect of the breach giving rise to such termination.


(vi) mutual
agreement by and between the Company and the Employee


b. "Just
cause" hereunder shall be defined and limited to mean:


(i) Employee's
failure or refusal, as determined by the BOD in his sole discretion, to perform specific directives of the BOD which are consistent with
the scope and nature of Employee's duties and responsibilities as set forth herein which failure or refusal continues after notice thereof
and a reasonable time to cure; such reasonable time to be determined by the BOD.


(ii) Employee's
conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory
to the BOD in the exercise of his reasonable judgment of Employee's misappropriation or embezzlement of funds or assets from the Company;


(iii) any
intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material
respect; and


(iv) any
breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in
Section 7 hereof.


c. In the
event of any dispute regarding the existence of Employee's incapacity hereunder, the matter wil1 be resolved by the determination of
a physician qualified to practice medicine in California selected by the BOD. For this purpose, Employee will submit to appropriate medical
examinations.


6. Restrictive
Covenant.


a. Non-disclosure.
Employee has, and during the Employment Period will have, access to confidential information and trade secrets of the Company and its
subsidiaries (the "Confidential Information") that may include, among other things:


(i) Financial
information


(ii) Supply
and services information


(iii) Marketing
information


(iv) Personnel
information


(v) Customer
information


(vi) Product
information


(vii) The
Company’s procedures, systems, policies and processes of operation.


Employee
shall at all times during his employment by the Company and thereafter hold in strictest confidence any and all Confidential Information
that may have come or may come into Employee's possession or within Employee's knowledge. Employee agrees that neither he nor any person
or entity, directly or indirectly, controlled by or under common control with the Employee (an "Affiliate")will for any reason,
except in the course of performing his duties hereunder, for himself or any other person, use or disclose to anyone, exclusive of Company
employees, agents, representatives, or independent consultants to the Company or any of its subsidiaries or Affiliates of the Company,
any Confidential Information; provided, however, that Employee may disclose Confidential Information which (i) has become generally available
to the public other than as a result of a breach of this Agreement by Employee or (ii) Employee is compelled to disclose pursuant to
subpoena or an order by a court competent jurisdiction; provided that, if Employee is so required to disclose any Confidential Information
pursuant to the foregoing clause (ii), Employee shall provide advance written notice to the Company, to the extent possible, to allow
the Company to seek an appropriate protective order therefore (iii) Potential advisors, employees, or investors of the Company where
there is a reasonable expectation of confidentiality. All Confidential Information shall remain the Company's property and shall be returned
(or, at the Company's option, destroyed) upon the Company's written request.


b. Non-Solicitation
of Employees. Employee agrees that from the date hereof and continuing for a period of three years following the termination of this
Agreement for whatever reason (the "Non-Compete Period"), neither Employee nor any Affiliate of Employee will solicit or hire
for employment any officer, director or employee of the Company who was employed by the Company at any time within twelve months prior
to the act of solicitation.


c. Non-Competition.
Employee agrees that, other than with the approval of the BOD which approval shall not be unreasonably withheld, during the Employment
Period, neither Employee nor any Affiliate of Employee will, directly or indirectly, become a shareholder, director, officer, agent,
partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Competitive Business (as
defined below) provided, however, that the foregoing shall not prohibit the ownership by Employee of less than ten percent (10%) of the
outstanding shares of the stock of any corporation engaged in any Competitive Business, which shares are regularly traded on a national
securities exchange or in any over-the-counter market. For the purpose hereof, "Competitive Business" means the ownership,
operation, development, marketing of the services related to, or management of therapeutics within the United States.


d. Consideration,
Relief, Reformation; Severability. The Company has specifically bargained for the covenants set forth in this Section 6 in consideration
for the compensation, experience, and information that Employee will gain or receive in connection with his employment by the Company.
Employee agrees that the covenants set forth herein will not preclude Employee from engaging in any lawful profession, trade or business
or from being gainfully employed necessary to provide Employee, his family members and dependents a standard of living to which he and
they have been accustomed and may expect. Employee acknowledges and agrees that the restrictive covenants in this Section 6 have been
specifically negotiated, are reasonable in all respects, including, without limitation, their geographic scope and duration, and may
be enforced by specific performance or otherwise. Employee shall not raise any issue of reasonableness as a defense in any proceeding
to enforce any of such covenants. Notwithstanding the foregoing, in the event that a covenant included in this Agreement shall be deemed
by any court to be unreasonably broad in any respect, it shall be modified or limited in its geographic scope, duration or otherwise
to the extent necessary to make it reasonable while preserving its restrictive nature to the maximum degree possible and shall be enforced
accordingly; provided however, that if, notwithstanding the foregoing, a court of competent jurisdiction shall hold any of the covenants
contained in Sections 6 (a), (b) or (c) to be unenforceable (as so modified), then the unenforceable covenant shall be deemed eliminated
from the provisions of this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining covenants
to be enforced so that the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.


7. Developments.


Employee
hereby assigns to the Company his entire right, title and interest in all know how, discoveries and improvements,
customer lists, trade secrets and ideas, writings and copyrightable material, which may be conceived by Employee
or developed or acquired by him during the term of this Agreement, which may pertain directly to the Company's business
and were developed with Company resources. Employee agrees to promptly and fully disclose in writing all such developments. Employee
will, upon the Company's request, execute, acknowledge and deliver to the Company all instruments
and do all other acts which are necessary or desirable to entitle the Company to all rights in the foregoing and
enable the Company to file and prosecute applications for, and to acquire, maintain and enforce all letters, trademark registrations or copyrights with
respect to the foregoing in all countries.


8. Remedies.


Employee
acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult
if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against any actual
or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated. Neither the right
to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the Company from any other remedy.


9.
Legal Counsel.


Employee
acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee has
been given the opportunity to discuss this Agreement with Employee's private legal counsel and has availed
himself of that opportunity to the extent Employee wishes to do so.


10. Notices.


All
notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received five
business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid envelope;
one day after having been sent by overnight courier on a business day or otherwise at the open of business on
the next succeeding business day; when personally delivered or sent by facsimile communications equipment of the sending party
on a business day or otherwise at the open of business on the next succeeding business day; and, in each case, addressed
to the respective parties at the addresses stated below or to such other changed addresses that the parties may have fixed
by notice in accordance herewith.


If to the
Company:


SYBLEU
INC.


4700 Sprint
Street, Suite 304


La Mesa,
CA 91942


If to Employee:


Joseph
G. Vaini


jvaini@yahoo.com


 


11.
Waiver of Breach.


A
waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by the other party.


12. Entire
Agreement.


This
instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any
prior agreements of the parties with respect to the subject matter hereof. It may be changed only
by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension
or discharge is sought.


 13.
Applicable Law.


 The
terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or
California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State
of California.


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


By/s/David
R. Koos


David R.
Koos


Chief Executive
Officer


By
/s/Joseph G. Vaini


Joseph
G. Vaini


 






    	 	1	 



     


    

 


 


Exhibit
1


Lock-Up


Date December
9, 2022


Gentlemen:


For the
sum of one US dollar and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the undersigned,
The undersigned shall not (except as permitted below), directly or indirectly, offer, issue, sell, contract to sell (including,
without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer 3,000,000 shares of
the Company's Common Stock for a period of three years from the date of this document provided, however, that the foregoing agreement
and representation shall not prohibit the transfers of shares, so as long as the lock-up conditions remain in effect to the successor
owner, for the purposes of (i) dispositions by gift, will or by the laws of descent and distribution, or otherwise to the undersigned's
parents, siblings, spouse, children, or grandchildren, (ii) a trust for the benefit of the undersigned's parents, siblings, spouse, children,
or grandchildren, (iii) a partnership, the general partner of which is the undersigned or the undersigned's parents, siblings, spouse,
children, or grandchildren, or a corporation or limited liability company, a majority of whose outstanding equity securities is owned
of record or beneficially by the undersigned or by any of the foregoing, (iv) an Insider to the Company; provided that, in each case,
such transferee agrees in writing to be bound by the terms hereof or in the event that SYBLEU INC. were to be bought out and the entire
position is sold to the acquiring person or entity.


The undersigned
acknowledges and agrees that the Company may place appropriate stop transfer instructions with the transfer agent of the Common Stock
to ensure compliance with this Agreement. The undersigned represents that he, she or it is duly authorized to enter into this Agreement
and that this Agreement is a valid and binding agreement of the undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns and is enforceable in accordance with the terms.


/s/Joseph
G Vaini