November
21, 2014


 


 


DELIVERED


 


THIS
AGREEMENT is made the 21st day of November, 2014


 


BETWEEN:


 


LANS
HOLDINGS INC., a Nevada company with its office at Penthouse 


Menara
Antara No 11 Jalan Bukit Ceylon, Kuala Lumpur, Malaysia.


 


(“Licensee”)


AND:


Soundmax
Ltd (DBA: PayFlex Systems), a Hong Kong company with its principal office at 1/F Block D, 6 Tam King Rd, To Kwa Wan, Kowloon,
Hong Kong





(“PayFlex”)


AND:


Trevor
Allen, an individual with an address at 13 The Concourse, London NW9 5XA, UK


 


(“Principal”)





 


(“Principal”
and, together with PayFlex, the “Licensor”)




 



    	 



    	 



    

 





WHEREAS:


 


		A.	The
                                         Licensor carries on the business of PayFlex being a value added payment processor of
                                         which the business is three fold:



		1)	PayFlex
                                         is developing its unique platform to allow the seller of products online to enter a few
                                         pieces of information to allow them to generate a unique piece of code that will make
                                         a buy button to be placed on a seller’s website. The buy button will automatically
                                         process payments and keep track of the inventory of the seller’s products.



		2)	PayFlex
                                         also has a group buying platform. It is not competing with coupon sites that showcase
                                         retail services. Instead the focus is on selling imported/exported goods in large quantities.
                                         The business is to connect companies and people who want to buy in bulk. Costco-like
                                         Groupon , or Alibaba-like Groupon.



		3)	PayFlex
                                         makes it simple to process payment for your goods and services. Traditionally, sellers
                                         have to be a licensed company, set up merchant accounts and are required have to code.
                                         PayFlex will advertise products and showcase them. Customers can advertise on their own
                                         site too. PayFlex will handle the payment and pay customer’s cut. (collectively
                                         the “Business”):



 


		B.	Principal
                                         is an officer and director of the Licensor, has a significant interest and role in the
                                         success of the Business, and he has agreed to become parties to this Agreement to induce
                                         the Licensee to complete the transactions contemplated herein;



 


		C.	The
                                         Licensee is an SEC reporting issuer and is quoted on the OTCQB operating by OTC Markets
                                         Group, LLC; and



 


		D.	The
                                         parties’ intention is that the Licensee will, by the Closing Date, acquire the
                                         principal right to carry on the Business Worldwide without restriction (the “Comprehensive
                                         Worldwide License”).



  


NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and subject to and
on the terms and conditions herein set forth, the parties hereto agree as follows:


 





		1.	DEFINITIONS
                                         AND INTERPRETATION



		1.1.	Defined
                                         Terms. Unless otherwise specifically defined in this Agreement or the context otherwise
                                         requires, capitalized terms used in this Agreement shall have the following meanings:



		1.1.1.	“Affiliate”
                                         means, in relation to any Party, any company or other commercial entity or person which
                                         directly or indirectly controls, is controlled by or is under common control with such
                                         party or any of such party’s directors, supervisors or management personnel.



		1.1.2.	“Agreement”
                                         means this agreement, the recitals hereto and all Schedules attached to this Agreement,
                                         in each case, as they may be amended or supplemented from time to time, and the expressions
                                         “hereof”, “herein”, “hereto”, “hereunder”,
                                         “hereby”, and similar expressions, when used in this Agreement, refer to
                                         this Agreement as a whole and not to any particular provision of this Agreement; and
                                         unless otherwise indicated, references to Sections and subsections are to sections and
                                         subsections in this Agreement.



		1.1.3.	“Applicable
                                         Law” means any domestic or foreign statute, law, ordinance, regulation, by-law
                                         or Order that applies to the Licensee, Licensor, Principal or the Business.



		1.1.4.	“Business”
                                         has the meaning set out in the Recitals.



		1.1.5.	“Business
                                         Day” means any day other than a Saturday, a Sunday or a day on which chartered
                                         banks in the State of Nevada, USA, or Hong Kong, are authorized or obligated by law to
                                         close.



		1.1.6.	“Closing”
                                         has the meaning set forth in subsection 8.



		1.1.7.	“Closing
                                         Date” has the meaning set forth in subsection 8.




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		1.1.8.	“Comprehensive
                                         Worldwide License” Shall mean a Worldwide license, including the right to sublicense,
                                         whereby Licensee’s rights are sole and entire and operate to exclude all others,
                                         including Licensor except as otherwise expressly provided herein.



		1.1.9.	“Encumbrance”
                                         means any encumbrance of any kind whatever and includes, without limitation, any adverse
                                         claim, security interest, mortgage, lien, hypothec, pledge, assignment, charge, trust
                                         or deemed trust (whether contractual, statutory or otherwise arising), or any other right,
                                         option or claim of others affecting the Business, and any covenant or other agreement,
                                         restriction or limitation on the transfer of the License.



		1.1.10.	“Governmental
                                         Authority” includes any domestic or foreign government whether state, federal,
                                         provincial, or municipal and any governmental agency, governmental authority, governmental
                                         tribunal or governmental commission of any kind whatsoever.



		1.1.11.	“Goodwill”
                                         limited to the License means:



		1.1.11.1.	Customer
                                         lists, contracts, files, records and outstanding quotations;



		1.1.11.2.	trade
                                         marks (registered or not), tradenames, designs, URL and domain names, logos, patents,
                                         patent applications, rights to the use of patents, industrial design applications and
                                         copyright (registered or not) used in the Business, including those set forth in Schedule B;



		1.1.11.3.	trade
                                         secrets and confidential information of the Licensor to the Business and the License;



		1.1.11.4.	know-how
                                         of the Business limited to the License including:



1.1.11.4.1. 
information of a scientific or technical nature whether in oral, written, graphic, machine readable, electronic or physical form;
and


		1.1.11.4.2.	patterns,
                                         plans, designs, research data, research plans, computer codes, trade secrets and other
                                         proprietary know-how, processes, formulas, drawings, technology, unpatented blue prints,
                                         flow sheets, equipment and parts lists, instructions, manuals, records and procedures.



		1.1.12.	“Intellectual
                                         Property Rights” Shall mean any and all inventions, materials, know-how,
                                         trade secrets, technology, formulas, computer codes, processes ideas or other discoveries
                                         conceived or reduced to practices, whether patentable or not.



		1.1.13.	“Know-how”
                                         Shall mean any and all technical data, information, materials, trade secrets, technology,
                                         formulas, processes, and ideas, including any improvements thereto, in any form in which
                                         the foregoing may exist, now owned or co-owned by or exclusively, semi-exclusively or
                                         non-exclusively licensed to any party prior to the date of this letter agreement or hereafter
                                         acquired by any party during the term of this agreement.



		1.1.14.	“License
                                         Price” means the price of the Comprehensive Worldwide License as set forth
                                         in Section 2 of this Agreement.



		1.1.15.	“Licensed
                                         Product” Shall mean Payflex Systems.



		1.1.16.	“License
                                         Shares” means the shares in the capital of the Licensee issued by the Licensee
                                         to Principal as contemplated by Section 2.



		1.1.17.	“Licensee”
                                         has the meaning set out in Recital C.



		1.1.18.	“Loss”
                                         means any and all loss, liability, damage, cost or expense actually suffered or incurred
                                         by a party resulting from the subject matter of any claim, including the costs and expenses
                                         of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise
                                         relating thereto (including legal fees on a solicitor’s and his own client basis),
                                         net of any tax savings arising as a result of expensing the same, less the amount of
                                         any judgment awarded as a result of any counterclaim or set-off relating to that claim.



1.1.19.                
“material” or “materially” means having an actual or potential economic impact on the Business
of at least $100,000.


 



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		1.1.20.	“Material
                                         Contracts” means the agreements referred to in Schedule C.



		1.1.21.	“PayFlex
                                         Systems” Shall mean the propriety payment processing applications.



		1.1.22.	“Order”
                                         means any order, judgment, injunction, decree, award or writ of any court, tribunal,
                                         arbitrator, Governmental Authority, or other person who is authorized to make legally
                                         binding determinations.



		1.1.23.	“Patent
                                         Documents” Shall mean pending US Patents and pending Chinese Patents and any
                                         and all improvements developed by Licensor, relating to the Comprehensive Worldwide License,
                                         which Licensor may now or may hereafter develop, own or control. Also, any or all patents,
                                         which may issue on patent rights and improvements thereof, developed by Licensor and
                                         any and all divisions, continuations, continuations-in-part, reissues and extensions
                                         of such patents.



		1.1.24.	“Permits”
                                         means all permits, licences, authorizations, agreements or understandings relating to
                                         the Business and issued by any Governmental Authority, or to which any Governmental Authority
                                         is a party, including, without limitation those referred to in Schedule D.



		1.1.25.	“Permitted
                                         Encumbrances” means the Encumbrances listed in Schedule E hereto.



		1.1.26.	“Shares”
                                         means all of the issued and outstanding shares of the Licensee, namely:



133,300,000


		1.1.27.	“Taxes”
                                         means all taxes and similar governmental charges, including:



		1.1.27.1.	state,
                                         federal, provincial, municipal and local, foreign or other income, franchise, capital,
                                         real property, personal property, withholding, payroll, employer health, transfer, sales,
                                         use, excise, goods and services, consumption, anti-dumping, counter-vail and value added
                                         taxes, all other taxes of any kind relating to the Licensee, the Licensor, or the Business
                                         and imposed any Governmental Authority, whether disputed or not; and



		1.1.27.2.	assessments,
                                         charges, duties, fees, imposts, levies or other governmental charges and interest, penalties
                                         or additions associated therewith.



		1.1.28.	“Tax
                                         Returns” means all reports, returns and other documents filed or required to
                                         be filed by the Licensee in relation to the Business in respect of Taxes or in respect
                                         of or pursuant to any domestic or foreign federal, provincial, state, municipal, territorial
                                         or other taxing statute.



		1.2.	Gender
                                         and Number. The terms defined in the singular shall have a comparable meaning when
                                         used in the plural and vice versa, and words importing gender include all genders.



		1.3.	Currency.
                                         All references to currency in this Agreement shall mean United States dollars.



		1.4.	Schedules.
                                         The following Schedules are attached hereto and form part of this Agreement:



	Schedule	Description
	A

    B

    C

    D

    E

    F

    G	None

    Tradenames/Trademarks and Patents

    Material Contracts

    Permits

    Permitted Encumbrances

    Customer List 

    Claims and Proceedings


 


Section
Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.


 



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		2.	LICENCE
                                         PRICE AND CAPITAL COMMITMENTS



		2.1.	The
                                         licence price for the Comprehensive Licence shall be (US) $150,000 (the “Licence
                                         Price”), and payable within 90 days after Closing. The Licensee shall be responsible
                                         for and shall pay any taxes payable upon a transfer of the Comprehensive Licence.



		2.2.	The
                                         Licensor will advise the Licensee that additional funding is needed to develop the Business
                                         as follows:



		2.2.1.1.1.	(US)
                                         $200,000 for working capital of the Company to be paid within 90 days after Closing.



		2.3.	An
                                         amount equal to the value of 55% of the Shares of the Licensee by way of the allotment
                                         and issuance to Licensor or its assigns of 73,315,000 common shares (the “License
                                         Shares”) in the capital of the Licensee, representing 55% of the total issued
                                         and outstanding Shares of the Licensee as at such time, as soon as the License Price
                                         in subsection 2.2.1.1.1 is met and in accordance with all Applicable Laws, including,
                                         without limitation, the regulations of the Securities Exchange Commission of the United
                                         States.



		2.4.	An
                                         amount equal to the value of 70% of the Shares of the Licensee by way of an allotment
                                         and issuance to Licensor or its assigns on the anniversary of the Licensing Agreement
                                         in which the Licensee's audited filed financial statement for gross annual revenues attributable
                                         to the business exceed (US) $5,000,000. At no time, however, shall the aggregate of such
                                         shares issued by the Licensee to Licensor or its assigns be greater than 70% of the total
                                         issued and outstanding shares of the Licensee. The Licensor acknowledges that the issuance
                                         and transfer of any such shares will be restricted and regulated in accordance with,
                                         and is subject to, all applicable laws including, without limitation, the laws of the
                                         United States.



		3.	LICENSE
                                         RIGHTS AND REPRESENTATIONS



		3.1.	The
                                         Licensor hereby grants to Licensee the Worldwide Licence (the “Comprehensive Worldwide
                                         License”) to any and all intellectual property rights and interests including,
                                         without limitation, all know-how, show-how, trademarks and copyrights that the Licensor,
                                         or any of them, have in and to PayFlex Systems and/or the Business and to any related
                                         or complimentary “combination” or synergistic technology, including, without
                                         limitation:



		3.1.1.	a
                                         Worldwide license of all rights and interests of PayFlex including, without limitation,
                                         full rights to use, modify, sub-license, alter, develop, manufacture, distribute, sell
                                         and exploit the Payflex Systems ;



		3.1.2.	all
                                         present and future intellectual property rights and interests including, without limitation,
                                         all know-how, show-how, trademarks and copyrights, that the Licensor, or any of them,
                                         may develop or acquire in and to Payflex Systems and to any related or complimentary
                                         “combination” or synergistic technology limited solely to the Worldwide;



		3.1.3.	The
                                         granting and terms of all sublicenses is entirely at Licensee’s discretion provided
                                         that all sublicenses shall be subjected to the terms and conditions of this letter agreement;
                                         and



		3.1.4.	Unless
                                         previously terminated as hereinafter provided, the term of the Comprehensive Worldwide
                                         License shall expire on the 20th anniversary of the date of this letter agreement.



		3.2.	The
                                         Comprehensive Worldwide License is fully and freely assignable by Licensee upon notice
                                         to the Licensor. The Licensor will not sell, transfer, assign, licence, lease or otherwise
                                         dispose of any of their rights or interests under or in relation to the Comprehensive
                                         Worldwide License or to which the Comprehensive Worldwide License would apply without
                                         the prior written consent of Licensee. The Licensor agree that any sale, transfer, assignment
                                         or other disposition of any of their rights or interests in and to the Payflex Systems
                                         that may be permitted by Licensee will be subject to Licensee’s (or any assignee’s)
                                         rights under the Comprehensive Licence.



		3.3.	The
                                         Licensor shall take all such actions and do all such things to ensure that they do not
                                         default and that they maintain the license in full force and effect until expiry of the
                                         Comprehensive Worldwide License. In the event, however, that the Licensor default, or
                                         anticipate that they will default, under the Comprehensive Worldwide License, they shall
                                         immediately provide notice to Licensee to enable Licensee, if it so elects in its sole
                                         discretion, to remedy such default and to maintain the Comprehensive Worldwide License
                                         in good standing.



		3.4.	This
                                         Comprehensive Worldwide License is severable from the remainder of this letter agreement
                                         and, if any other provision of this letter agreement is terminated, severed or found
                                         to be void by a court of competent jurisdiction, this Comprehensive Worldwide License
                                         shall survive and remain in full force and effect.







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3.6The
Licensee will be given the First Right of Refusal to Purchase the Master License from the Licensor in any event that the Licensor
should wish to sell its rights to the Comprehensive Worldwide License.


 





		4.	TERMINATION



		4.1	This
                                         Agreement may be terminated by either Party by its giving one hundred twenty (120) days
                                         notice to the other Party in the event of failure by such other Party to fulfill any
                                         of its obligations under this Agreement; provided, however, that if during the period
                                         of such notice, such other Party remedies such failure, this Agreement shall continue
                                         with the same force and effect as if such notice had not been given.



 


		4.2	This
                                         Agreement may be terminated by Licensor in the event that Licensee become owned and controlled,
                                         directly or indirectly, by a competitor of Licensor in the business of manufacturing
                                         the Licensed Product to permit any internal combustion engine to operate with reduced
                                         emissions.



 


		4.2.1	Licensor
                                         may terminate this Agreement forthwith in the event the Licensee makes an assignment
                                         in bankruptcy or an assignment for the general benefit of its creditors, commits an act
                                         of bankruptcy or becomes an insolvent person (as such terms are defined in the Bankruptcy
                                         & Insolvency Act), if a petition for a receiving order is filed against it, or if
                                         proceedings for a proposal to its creditors or the winding up, liquidation or other dissolution
                                         of the Distributor should be instituted by or against it under any federal or provincial
                                         legislation; and



 


		4.2.2	If
                                         a receiver or other custodian of the Licensee’s assets is appointed by private
                                         instrument or by court order, or if any of the Licensee’s assets are seized by
                                         or on behalf of any creditor.



 


5.                 
In the event of expiration or termination of this Agreement for any reason other than Licensor’s breach of its material
obligations hereunder, Licensee’s right shall cease and Licensee shall promptly cease the manufacture and sale of the Licensed
Product and, in accordance with Licensor’s request, return or destroy the Patent Documentation.


6.                 
REPRESENTATIONS AND WARRANTIES 


		6.1.	Licensor.
                                         The Licensor, jointly and severally, makes representations and warranties hereto
                                         to the Licensee, recognizing that the Licensee is relying on such representations and
                                         warranties in entering into the transactions contemplated by this Agreement. All due
                                         diligence searches, investigations or inspections by the Licensee up to the Closing Date
                                         are without prejudice to the Licensee’s right to rely upon the representations
                                         and warranties of the Licensor contained in this Agreement.



		6.2.	Licensee.
                                         The Licensee makes representations and warranties hereto to the Licensor, recognizing
                                         that the Licensor is relying on such representations and warranties in entering into
                                         the transactions contemplated by this Agreement. All due diligence searches, investigations
                                         or inspections by the Licensor up to the Closing Date are without prejudice to the Licensor’s
                                         right to rely upon the representations and warranties of the Licensee in entering into
                                         the transactions contemplated by this Agreement.



7.                 
LICENSEE’S FUNDING COMMITMENTS


		7.1.	Business
                                         Development. The Licensee shall use its best commercial efforts to raise financing,
                                         or to dedicate existing financing and/or resources, in the amount of $200,000 for further
                                         development of the Business as contemplated in subsection 2.2.1.1.1.




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		8.	CLOSING.
                                         The completion of the purchase of the Comprehensive Worldwide License as herein contemplated
                                         (the “Closing”) shall take place on or before December 1, 2014 (the
                                         “Closing Date”).






		8.1.	Licensor’s
                                         Deliveries at Closing. At the Closing, the Licensor covenant, jointly and severally,
                                         to deliver to the Licensee the following:



		8.1.1.	PayFlex’s
                                         Corporate Resolutions: a certified copy of resolutions of the board of directors
                                         of PayFlex authorizing:



		8.1.1.1.	the
                                         transfer of the Comprehensive Worldwide License to the Licensee;



		8.1.1.2.	the
                                         execution and delivery of this Agreement and all documents to be executed and delivered
                                         by PayFlex at Closing;



		8.1.2.	Consents:
                                         any consents required to transfer the Comprehensive Worldwide License to the Licensee;



		8.1.3.	Officer’s
                                         Certificates: a certificate jointly signed by the Licensor, certifying that at and
                                         as of the Closing, the representations and warranties contained in this Agreement are
                                         true and correct as if made at the Closing and that all covenants, agreements and conditions
                                         required by this Agreement to be performed or complied with by PayFlex, or the Principal
                                         prior to or at the Closing have been performed and complied with; and



		8.1.4.	Other
                                         Documents: such other documents, certificates, instruments and agreements as are
                                         required or contemplated to be delivered by the PayFlex or the Principal pursuant to
                                         this Agreement.



		8.2.	The
                                         Licensee’s Deliveries at Closing. At the Closing, the Licensee shall deliver
                                         to Trevor Allen:



		8.2.1.	Licensee’s
                                         Corporate Resolutions: a certified copy of resolutions of the board of directors
                                         of the Licensee authorizing:



		8.2.1.1.	the
                                         purchase of the License by the Licensee;



		8.2.1.2.	the
                                         appointment of Trevor Allen to the Board of Directors and as President, Principal Executive
                                         Officer, Secretary, Treasurer, Principal Financial Officer, and Principal Accounting
                                         Officer of the Licensee and as officer of the Licensee;



		8.2.1.3.	the
                                         resignation of Eng Yap Kok as President, Principal Executive Officer, Secretary, Treasurer,
                                         Principal Financial Officer, and Principal Accounting Officer but he will remain on the
                                         Board of Directors of the Licensee; and



		8.2.1.4.	the
                                         execution and delivery of this Agreement and all documents to be executed and delivered
                                         by the Licensee at Closing;



		8.2.2.	Officer’s
                                         Certificate: a certificate of an officer of the Licensee, dated the Closing Date,
                                         certifying on behalf of the Licensee that at and as of the Closing the representations
                                         and warranties of the Licensee contained in this Agreement are true and correct as if
                                         made at the Closing and that all covenants, agreements and conditions required by this
                                         Agreement to be performed or complied with by the Licensee prior to or at the Closing
                                         have been performed and complied with, except as otherwise specifically disclosed to
                                         the Licensor by notice in writing; and



		8.2.3.	Other
                                         Documents: such other documents, certificates, instruments and agreements as are
                                         required or contemplated to be delivered by the Licensee pursuant to this Agreement




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		9.	INDEMNIFICATION



		9.1.	Indemnification
                                         by the Licensor. The Licensors shall, jointly and severally, indemnify, defend and
                                         save harmless the Licensee from and against any and all Loss suffered or incurred by
                                         the Licensee arising out of or in connection with:



		9.1.1.	any
                                         breach of any representation or warranty made or given by the Licensee in this Agreement;
                                         and



		9.1.2.	any
                                         failure by PayFlex or the Principal to observe or perform any covenant or obligation
                                         contained in this Agreement or the agreements entered into pursuant hereto to be observed
                                         or performed by them.



		9.2.	Indemnification
                                         by the Licensee. The Licensee shall indemnify, defend and save harmless PayFlex from
                                         and against any and all Loss suffered or incurred by PayFlex as a result of:



		9.2.1.	any
                                         breach of any representation or warranty made or given by the Licensee in this Agreement;
                                         or



		9.2.2.	any
                                         failure by the Licensee to observe or perform any covenant or obligation contained in
                                         this Agreement or the agreements to be entered into pursuant hereto to be observed or
                                         performed by it or an Affiliate.



		10.	JOINT
                                         AND SEVERAL OBLIGATIONS.



The
Licensor acknowledge and agree that the Licensee is entering into this Agreement in reliance upon the personal covenants of the
Principal and, accordingly, all covenants, representations and warranties provided by PayFlex in this Agreement are provided on
a joint and several basis as between the PayFlex and the Principal with the intent and effect that PayFlex and the Principal shall
be jointly and severally bound thereby, and responsible therefore, up to the Closing, but after the Closing the Principal shall
be jointly and severally liable for the breach of any representations, warranties or covenants under this Agreement made by PayFlex
or the Principal, and the Principal will have no right of contribution from either PayFlex in relation thereto. The Principal
jointly and severally covenant to and agree with the Licensee that they shall perform, or cause PayFlex, as the case may be, to
perform, each and every covenant, agreement and obligation of PayFlex in this Agreement, and that they shall be bound by all such
covenants, agreements and obligations as if they were providing such covenants and agreements, and assuming such obligations,
personally.


 


		11.	MISCELLANEOUS



		11.1.	Amendment
                                         and Modification; Waiver. This Agreement may only be amended or modified in writing,
                                         signed by all of the parties hereto. No waiver in writing of any provision of this Agreement
                                         shall constitute a waiver of any other provision nor shall any waiver of any provision
                                         of this Agreement constitute a continuing waiver unless otherwise expressly provided.



		11.2.	Further
                                         Assurances. The parties will execute and deliver such further documents and do such
                                         further and other things as may be necessary to carry out and give effect to the intent
                                         of this Agreement and the transactions contemplated hereby.



		11.3.	Expenses.
                                         Except as otherwise expressly provided in this Agreement and whether or not the transactions
                                         contemplated by this Agreement are completed, the parties shall bear their own respective
                                         expenses (including, but not limited to, all compensation and expenses of counsel, consultants,
                                         actuaries and independent accountants) incurred in connection with this Agreement and
                                         the transactions contemplated hereby.



		11.4.	Public
                                         Disclosure. The parties agree that, except as may be required to comply with the
                                         requirements of Applicable Laws, the parties shall keep the terms of this Agreement,
                                         and the agreements entered into in relation hereto, confidential. In this regard, PayFlex
                                         and the Principal acknowledge that the Licensee is a publicly traded company and that
                                         the Licensee may decide, in its sole discretion, when and how to comply with applicable
                                         reporting requirements emerging from its publicly traded status.



		11.5.	Assignment.
                                         No party to this Agreement may assign any of its rights or obligations under this Agreement
                                         without the prior written consent of the other parties hereto, such consent not to be
                                         unreasonably withheld.



		11.6.	Parties
                                         in Interest. This Agreement shall enure to the benefit of and be binding upon the
                                         parties hereto and their respective successors, heirs or other personal legal representatives
                                         and permitted assigns. Except as expressly provided in this Agreement, nothing in this
                                         Agreement is intended to confer upon any person other than the Licensee, PayFlex, and
                                         the Principal or their respective successors, heirs or other personal legal representatives
                                         or permitted assigns, any rights or remedies under or by reason of this Agreement.



		11.7.	Counterparts.
                                         This Agreement and any amendments hereto may be executed in one or more counterparts,
                                         each of which shall be deemed to be an original by the parties executing such counterpart,
                                         but all of which shall be considered one and the same instrument. A signed facsimile
                                         or telecopied copy of this Agreement shall be effectual and valid proof of execution
                                         and delivery.




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		11.8.	Performance
                                         on Holidays. If any action is required to be taken pursuant to this Agreement on
                                         or by a specified date which is not a Business Day, then such action shall be valid if
                                         taken on or by the next succeeding Business Day.



		11.9.	Notices.
                                         All notices hereunder shall be deemed given if in writing and delivered personally or
                                         sent by facsimile or by registered or certified mail (return receipt requested) to the
                                         parties at the following addresses (or at such other addresses as shall be specified
                                         by like notice):



		11.9.1.	if
                                         to the Principal, to:



Attention:_________________

Fax No.:_________________


 


		11.9.2.	if
                                         to the Licensee, to:



Penthouse
Menara Antara No 11 Jalan Bukit


Ceylon,
Kuala Lumpur


Malaysia





Attention:_________________

Fax No.:_________________


 


		11.9.3.	if
                                         to PayFlex, to:



13
The Concourse, London NW9 5XA

____________________________





Attention:T.
Allen

Fax No.:_________________


 


 


Any
notice given by mail shall be effective, if mailed at any other time than during a general discontinuance of postal service due
to strike, lockout or otherwise, on the fourth Business Day after the post-marked date thereof. Any notice given by facsimile
shall be effective on the Business Day following the sending. Any notice delivered personally shall be effective at the time it
is delivered to the applicable address noted above either to the individual designated above or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee. In the event of a general discontinuance of postal
service due to strike, lock-out or otherwise, notices or other communications shall be delivered personally or by facsimile.


 


		11.10.	Governing
                                         Law. This letter agreement shall be construed in accordance with the laws of the
                                         State of Nevada and the federal laws of the United States applicable therein, and any
                                         disputes in relation to this Agreement shall be heard in the State of Nevada courts,
                                         and each party hereto irrevocably and unconditionally attorns to the exclusive jurisdiction
                                         of the State of Nevada courts. This letter Agreement is the entire agreement between
                                         the parties pertaining to the subject matter hereof, and supersedes all prior agreements,
                                         correspondence and negotiations between the parties hereto including, without limitation,
                                         the letter of intent between the parties dated November 17, 2014.



		11.11.	Entire
                                         Agreement.  This Agreement constitutes the entire agreement between the parties,
                                         and supersede all agreements, discussions, negotiations and understandings, whether written
                                         or oral, between the parties up to the date hereof pertaining to the subject matter herein
                                         including, without limitation, the Letter of Intent dated “November 17, 2014”.





    	9



    	 



    

 


 


It
is understood that this letter agreement will result in a LEGALLY BINDING AGREEMENT between Licensee and the Licensor. The Licensor
confirm that they have read and understood this agreement, and that they have sought the advice of their legal counsel as to the
meaning and implications of this Agreement.


 


If
the foregoing terms of this letter agreement accurately reflect your understanding of our agreement as at the date hereof, please
acknowledge your agreement in the space indicated below.


 


 


Yours
very truly,


 


Lans
Holdings Inc.


 


Per:
/s/ Authorized Signatory
 





The
foregoing terms and conditions of this letter agreement are hereby acknowledged and agreed to this 21st day of November,
2014.


 




Soundmax (DBA: PayFlex Systems)


 


Per:
/s/ Trevor Allen





Trevor
Allen, President


 


In
their personal capacity:


 


 /s/
Trevor Allen
 Trevor Allen


 







    	10



    	 



    

 











SCHEDULE
A


 


No
Schedule


 




    	11



    	 



    

 


SCHEDULE
B: Tradenames/Trademarks and Patents


 





Name
to be trademarked – One Click Commerce


 


The
brand name Payflex systems, along with branded URL; Payflexsystems.com


 


The
group buying platform is written in a variety of programming languages; it includes data modeling, database structure, java and
some proprietory libraries that were written.


 


It
has back office administration which facilitates tallying up revenue, for each product/item and account holder information. It
has the facility to connect to payment processing gateways which accept https (secure) POST calls.


 


This
component of the platform is what we call Payment Processor Platform. We can act as a generic payment gateway for merchants (Known
as a payment gateway) because we have the framework that accommodates this and we are near PCI compliant to handle such sensitive
data.


 


To
add to this payment gateway, a solution which is already architected but not functionally implemented at this current point, is
the One-click buy button.


 




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SCHEDULE
C: Material Contracts


 


N/A


 







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SCHEDULE
D: Permits


 


 





There
are no permits at present


 




    	14



    	 



    

 


SCHEDULE
E: Permitted Encumbrances


 


 







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SCHEDULE
F: Customer List


 


 


N/A


 




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SCHEDULE
G: Claims and Proceedings


 


 







    	17