Exhibit 10.1

ASSET ACQUISITION AGREEMENT

This ASSET ACQUISITION AGREEMENT is entered into and made effective as of the 20 ^th day of February, 2019 by and between Solei Systems, Inc., a Florida corporation and its wholly-owned acquisition subsidiary to be formed for purposes of closing the transaction contemplated by this Agreement, ("SOLI" or “Buyer”) and KB Medical Systems, LLC (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” or together as the “Parties”.

WHEREAS, Seller is the sole and exclusive owner of the ASSETS fully described on Schedule “A” (“ ASSETS ”), and upon the terms and conditions set forth below, Seller desires to sell the ASSETS to Buyer free and clear of any claims, debts or liabilities of Seller;

NOW, THEREFORE, in consideration for the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties hereto agree as follows:

1. SALE AND PURCHASE OF ASSETS.

2. REPRESENTATIONS AND WARRANTIES

2.1       REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents and warrants as follows:

2.3       REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants as follows:

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property of any other party in connection with the use or operation of the ASSETS; Seller has no knowledge of any claims against or regarding the ASSETS; and Seller shall have operated the business of Seller in the ordinary course of business consistent with past practices up to and including the date of Closing.

2.4       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements made by the Parties set forth in this Agreement shall survive Closing for a period of eighteen (18) months beginning on the date of Closing.

3. CONDITIONS PRECEDENT

3.1       Conditions to Each Party’s Obligations. The respective obligations of each Party hereunder shall be subject to the satisfaction prior to or at the Closing of the following conditions:

a)        No Restraints. No statute, rule, regulation, order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement and shall be in effect.

b)        Legal Action. There shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, seeking to obtain any material damages, or asserting any claim to the ASSETS.

c)        Due Diligence of Buyer. Buyer shall have completed all due diligence to its reasonable satisfaction regarding Seller and the ASSETS.

d)       Due Diligence of Seller. Seller shall have completed all due diligence to its reasonable satisfaction regarding Buyer, its affiliates and subsidiaries, including without limitation review of Buyer’s audited financial statements for tax years 2016 and, 2017 and unaudited financial statements for 2018 (the “Financial Statements”), and any other documents or information reasonably requested by Seller.

3.2       Conditions to Seller’s Obligations. The obligations of Seller shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Seller:

a)        Representations and Warranties of Buyer. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise contemplated by this Agreement; or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement. “Material Adverse Effect” for purposes of this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, ASSETS, financial condition, or results of operation of the entity.

b)       Seller shall have obtained the $1,000,000 cash consideration portion of the Consideration as provided herein and the common shares of SOLI shall be admitted for trading on the OTC Markets Pink Sheets or such other equivalent trading market as Buyer and Seller shall mutually agree at or prior to Closing.

c)       Seller shall have reserved the SOLI Shares, which shall have a value equal to $1,000,000 as determined by the trading market agreed to by the Parties, for issuance to Seller as provided in this Agreement.

d)        Performance of Obligations of Buyer. Buyer shall have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

e)       There shall be and have been no material adverse change in the operating results of the business of Buyer between the date of this Agreement and the Closing.

3.3       Conditions to Buyer’s Obligations. The obligations of Buyer shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Buyer:

a)        Representations and Warranties of Seller. The representations and warranties of Seller set forth in this Agreement shall be True and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except: (i) as otherwise

contemplated by this Agreement, or (ii) in respects that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

b)        Performance of Seller. Seller shall have performed all agreements and covenants required to be performed by Seller under this Agreement prior to Closing, except for breaches that do not have a Material Adverse Effect on the Parties or on the benefits of the transactions provided for in this Agreement.

4. CLOSING AND DELIVERY OF DOCUMENTS

4.1       Time and Place. The Closing of the transaction contemplated by this Agreement shall take place, immediately upon the full execution of this Agreement and the satisfaction of all conditions, specifically the delivery of all required documents, or at such other time and place as the Parties mutually agree, but no later than April 15, 2019. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. The date of Closing may be accelerated or extended by agreement of the parties.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission required by this Agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission or original signature.

4.2       Deliveries by Seller. At Closing, Seller shall make the following deliveries to Buyer:

4.3       Deliveries by Buyer. At Closing, Buyer shall make the following deliveries to Seller:

5. INDEMNIFICATION

5.1.        Indemnification. The Seller, on the one hand, and the Buyer, on the other hand, (each Party, an “Indemnifying Party”) shall agree to indemnify, and hold harmless the other Party (“Indemnified Party”) from any and all claims, demands, liabilities, damages, losses, costs and expenses (“Losses”) that the other Party shall incur or suffer, including attorneys fees and costs, that arise, result from or relate to any breach of, or failure by Indemnifying Party to perform any of its representations, warranties, covenants, or agreements in this Agreement or in any exhibit, addendum, or any other instrument furnished by the Indemnifying Party under this Agreement. The maximum amount of Losses against which the Indemnified Party shall be entitled to be indemnified pursuant to this Section 5.1 shall in no event exceed $700,000 (the “Indemnity Cap”). The Indemnity Cap shall not apply to any fraudulent misrepresentation or the intentional and willful breach of this Agreement by a Party.

5.2        Arbitration & Governing Law. The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of this Agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association within the State of Virginia.

a) The parties hereby irrevocably consent to the jurisdiction of the Judicial Arbitration Mediation Services and the situs of the arbitration (and any requests for injunctive or other equitable relief) within the State of Virginia. Any award in arbitration may be entered in any domestic or foreign court having jurisdiction over the enforcement of such awards.

b) The law applicable to the arbitration and this Agreement shall be that of the State of Virginia, determined without regard to its provisions which would otherwise apply to a question of conflict of laws.

c) The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the subject of the arbitration and to compel compliance with such disclosure and discovery order. The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration.

d) Regardless of any practices of arbitration to the contrary, the arbitrator will apply the rules of contract and other law of the jurisdiction whose law applies to the arbitration so that the decision of the arbitrator will be, as much as possible, the same as if the dispute had been determined by a court of competent jurisdiction.

e) Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law or the failure of the arbitrator to adhere to the arbitration provisions contained in this agreement. Each party to the arbitration shall pay its own costs and counsel fees except as specifically provided otherwise in this agreement.

f) In any adverse action, the parties shall restrict themselves to claims for compensatory damages and\or securities issued or to be issued and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages.

g) The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

h) It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, whether in regard to this agreement or any other matter, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates.

The provisions for arbitration contained herein shall survive the termination of this agreement for any reason.

6. GENERAL PROVISIONS

6.1  FURTHER ASSURANCES. From time to time, each Party will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement.

6.2 WAIVER. Any failure on the part of either Party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the Party to whom such compliance is owed.

6.3  BROKERS. Each Party agrees to indemnify and hold harmless the other Party against any fee, loss, or expense arising out of claims by brokers or finders employed or alleged to have been employed by the indemnifying Party.

6.4  NOTICES. All notices and other communications hereunder shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, as follows:

If to Seller, to:

KB Medical Systems, LLC

1990 K Street NW

Suite 5R

Washington, DC 20006

If to Solei Systems, to:

Solei Systems, Inc.

206 N. Washington Street

Suite 100

Alexandria, VA 22134

The persons and addresses set forth above may be changed from time to time by written notice. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such

delivery provided a receipt is obtained from the recipient. If notice is given by mail, such notice shall be deemed given upon receipt and delivery or refusal.

6.5  ASSIGNMENT. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their successors and permitted assigns; provided, however, that any assignment by either Party of its rights under this Agreement without the written consent of the other party shall be void.

6.6   COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures sent by facsimile transmission shall be deemed to be evidence of the original execution thereof.

6.7   REVIEW OF AGREEMENT. Each Party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this Agreement, no adverse presumption shall be made against any Party on the basis that it has prepared, or participated in the preparation of, this Agreement.

6.8   ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated hereby and supersede any prior oral or written agreement otherwise and shall not be modified or terminated except by written amendment signed by the Parties to be bound.

6.09 CONFIDENTIALITY. The Parties agree to maintain all Confidential Information and exchanged pursuant to this Agreement as strictly confidential; provided, however, that such confidentiality covenant shall not prohibit the Parties from (i) providing such information to their respective attorneys, advisors or consultants, so long as each such person is informed of the confidentiality covenant, or (ii) disclosing such information to the extent required by any court order or as necessary in order to enforce any rights or obligations under this Agreement. The term “Confidential Information” as used herein shall mean any and all information, in any form, possessed by, used by, under the control of, or otherwise relating to the respective Parties that is not in the public domain.

6.10 GOVERNING LAW. This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Virginia.

6.11  COST OF ENFORCEMENT. In the event of any legal action arising under this Agreement or between the Parties, the substantially prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred in enforcing or attempting to enforce, or defending any of the terms, covenants or conditions of this Agreement, including costs incurred prior to the commencement of legal action and all costs and expenses, including reasonable attorneys' fees, incurred in any appeal from any action brought to enforce any of said terms, covenants or conditions.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

SIGNATURES CONTINUED ON NEXT PAGE

Approved and agreed to by the members of KB Medical Systems, LLC

Schedule ‘A’

The ASSETS

The ASSETS to be conveyed by Seller to Buyer at Closing shall be and include all of the assets of every kind and nature of or belonging to Seller at Closing, including but not limited to, all assets used in or relating to the CareClix business operated by Seller, all tradenames, trademarks, processes, software, source codes, and any and all other intellectual property of or used by Seller and all inventory.