EXHIBIT 10.1


 


 


YORKSHIRE CAPITAL ADVISORS, LLC 


 


April 30, 2015


 


Via Email


Robert Sand, CEO


FBEC Worldwide, Inc.


1621 Central Avenue


Cheyenne, WY 82001


 


Re:       Exclusive Engagement Agreement


 


Dear Robert,


 


The following exclusive engagement agreement
sets forth the terms and conditions of the consultant-client relationship between Yorkshire Capital Advisors LLC (“Consultant”)
and FBEC Worldwide, Inc., (the “Client”). This agreement contains a statement of your rights and responsibilities pursuant
to services to be provided. Your signature on this document will reflect the Client's consent to be bound by the terms and conditions
contained herein. Please read and consider all provisions before signing.


 


This written engagement agreement, prepared
by the consultant, shall clearly address the objectives of representation and detail the fee arrangement, including all material
terms. These fees are not to be based on criteria apart from, or in addition to, hourly rates, such criteria (e.g., unique time
demands and/or utilization of unique expertise) shall be delineated. The Client shall receive a copy of the written engagement
agreement and any additional clarification requested and is advised not to sign any such agreement which the Client finds to be
unsatisfactory or does not understand.


 


The objective of the consultant representation
contemplated herein is to successfully provide acquisition opportunities and management services specifically related to SEC Guidelines.
The consultant may require the authorization from the Client, from time to time’ to provide written confirmation to the Issuer
authorizing the Consultant to work directly with the Issuer. As such, as your consultant, and pursuant to this agreement, I shall
take all reasonable and necessary action on your behalf in order to fulfill Client objectives in SEC compliance matters, operations
and acquisition of assets.


 


Representation will commence upon the signing
of this written engagement agreement. My representation shall continue until the Client or Consultant decides that these services
are no longer required. The consultant will provide competent representation, which requires evaluation of each investment, interaction
legal knowledge, skill, thoroughness, and preparation to handle those matters set forth in this written engagement agreement. The
consultant will act with reasonable diligence and promptness, as well as use our best efforts on behalf of the Client. The Consultant
cannot guarantee results.


 


The consultant will abide by the Client’s
decision concerning the objectives of representation and will endeavor to explain any matter to the extent reasonably necessary
to permit the client to make informed decisions regarding representation. During the course of representation and afterward,
the consultant may not use or reveal a Client’s confidence or secrets, except as required or permitted by law.


 


The consultant will keep the Client reasonably
informed about the status of representation and will promptly respond to reasonable requests for information. The Client shall
be truthful in all discussions with the consultant and both parties shall provide all information or documentation required to
enable the consultant to provide competent representation. During representation, the Client is entitled to receive all substantive
documents prepared on behalf of the Client and every document received from any other company and/or consultant of record. At the
end of the representation and on written request from the Client, the consultant will return to the client all original documents
and exhibits. In the event that the consultant withdraws from representation, or is discharged by the Client, the consultant will
return to the substituting consultant (or, if no substitutions, to the client) all original documents and exhibits within thirty
(30) days of the consultant’s withdrawal or discharge.




    	 



     

    


 


Page 2


 


The consultant cannot be required to engage
in conduct which is illegal, unethical, or fraudulent. A consultant who cannot ethically abide by his client’s directions
shall be allowed to withdraw from representation.


 


The Consultant will specifically take action
to work with each of the services mentioned herein and made on behalf of the Client. The Client agrees to pay a retainer of $225,000,
and a $30,000 per month management fee, plus 10% of the Gross Value of any Asset Acquisition. The Consultant will assist the Company
with specific compliance requirements for SEC reporting obligations, manufacturing and operations. The retainer may be paid in
partial payments. The fee for this matter will be based upon a strategy whereas a customary due diligence fee has been determined
for the work involved in coordinating the resources required in this matter.


 


In determining the reasonableness of the fees,
the following are taken into consideration: the skill and standing of the consultant, the nature of the transactions, the novelty
and difficulty of the issues involved, the amount and importance of the subject matter, the degree of responsibility involved,
the time and labor required, the usual and customary charge in the community, and the resulting benefit to you. You have the right
to review this agreement with an independent attorney if you so desire. Prior to signing, please contact us with any questions
or problems regarding this agreement.


 


	 	Yours very truly,
	 	 
	 	/s/ Donna Murtaugh
	 	Donna Murtaugh, Managing Partner


 


 


 


 


Agreed to and accepted this 30th
day of April, 2015


 


 


/s/ Robert Sand                                           


By:     Robert Sand, CEO

           FBEC Worldwide, Inc.