Exhibit 10.2


 


	 	STRICTLY
    CONFIDENTIAL	 




 


October
6, 2020


 


ATLANTA
CBD INC


1039
Grant Street Building B Suite-24


Atlanta,
GA 30315


 


Dear
Floretts Gogo & Xavier Carter;


 


Pursuant
to our recent discussions, we are pleased to confirm the arrangement under which Liberty Management Investments, LLC ("LMI")
is engaged by ATLANTA CBD INC (collectively with its subsidiaries and affiliates, the ("Company") to act as its strategic advisor
and perform certain specified corporate functions related to advising for the execution of its business plans and other key strategic
initiatives (the "Services"). LMI shall not be liable for obtaining or producing the Services or any transaction outside of
its control, which shall include, but not be limited to; instances of omitted information, misrepresentations, or refusal to accept offers
from any transaction sponsors. The structure of the transactions and/or investments that the Company will ultimately agree upon shall
be entirely within the Company's sole discretion.


 


Section
1. Services.


 


In
connection with this engagement, LMI shall work with the Company collaboratively to provide the following services:


 


		I.	Structuring
                                            and leading a business mandate for a public market position for the Company (a "Services")
                                            based on criteria and feedback provided by the Company;



 


		II.	Advisory
                                            services in developing and building the right public company entity, equity investment and
                                            organizational structure, and entity roll- ins for the public company;



 


		III.	Interfacing
                                            and administering the company's position as it regards SEC Regulations (Regs A, A Plus, or
                                            D), FINRA (Financial Industry Regulatory Authority) or other and administering terms with
                                            those parties to participate in a transaction and advising on the due diligence;



 


		IV.	Assisting
                                            in closing of a transaction including oversight of due diligence, final negotiations
                                            of terms, other activities necessary to consummate the transaction;



 


		V.	Consulting
                                            with you after the close of the public vehicle to assist in coordinating your filings and
                                            public company marketing. Also, consulting with you to bring additional needed resources
                                            and people to promote the success of the company. 



 


		VI.	Evaluating
                                            and presenting potential offers from specific parties and negotiating terms with those parties
                                            to participate in a transaction with the Company.



 





		CONFIDENTIAL	1




 






    


     


    







 


Section
2. Compensation.


 


The
fees payable to LMI for the foregoing services shall be as follows:


 


		I.	A
                                            non-refundable engagement fee ("Engagement") of ten thousand dollars ($10,000.00)
                                            of which five thousand ($5,000) is due immediately and the remaining balance will be due
                                            at a later date to be determined,



 


		II.	A
                                            Success Fee ("Success Fee") paid upon closing of any of the following transactions
                                            equal to:



 


		A.	Three
                                            percent (3%) of the gross proceeds of the gross committed corporate debt instrument referred
                                            to in Section 1 Services.



 


		B.	A
                                            negotiated equity participation in the company as an on-going incentive to advise the company.



 


Notwithstanding
the foregoing or anything else to the contrary in this Agreement, the Company shall have the right to terminate the Services in its sole
and absolute discretion for any reason or no reason at all with 30 days written notice.


 


Section
3. Non-Circumvention.


 


LMI
and the Company agree not to circumvent each other and shall abide by business principles regarding non-circumvention. No party to this
agreement shall in any way whatsoever circumvent or attempt to circumvent the other by entering into any negotiation or dealing with
business contact associates or partners of the other party with whom they might have become acquainted in the course of the implementation
of this Agreement, without the written consent of the other party concerned. The parties agree to keep confidential the names of any
contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships,
divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate
in any transactions with any of the contacts without first entering a written agreement with the disclosing party unless that party gives
prior written permission. Such confidentiality will include any names, addresses, telephone, telex, facsimile numbers, and/or other pertinent
information disclosed or revealed to either party.


 


Section
4. Term.


 


Our
services hereunder may be terminated at any time with or without cause by either party and without liability or continuing obligation
to either party with 30 days written notice as previously defined in section 3; provided that the provisions of Sections 3 and 4 hereof
shall survive any termination or expiration of this agreement.


 


Notwithstanding
the foregoing, no expiration or termination of this agreement shall affect LMI's right to receive, and the Company's obligation to pay
any Success Fee, reimbursement or other amount becoming due under this agreement.


 


This
engagement agreement may be amended from time to time by written agreement signed by both parties. If the terms of this engagement as
set forth in this agreement are satisfactory, kindly sign the enclosed copy of this letter and return it to the undersigned. We look
forward to working with the Company on this assignment.


 





		CONFIDENTIAL	2









    


     


    













 


Sincerely,


 


	Liberty
    Management Investments, LLC
	 
	 
	By:
    	/s/
    Flem Hollis	 
	Name:
    Flem Hollis
	Title:
    CEO
	 
	 
	Accepted
    and Agreed as of	10/8/20	:	 
	 	 	 	 	 
	 
	ATLANTA
    CBD INC
	 
	 
	By:
    	/s/
    Floretta GoGo	 
	Name:
    Floretta GoGo
	Title:
    CEO
	 
	By:
    	/s/
    Xavier Carter	 
	Name:
    Xavier Carter
	Title:
    COO




 





		CONFIDENTIAL	3