PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement ("Agreement") is entered into as of
January 15, 2026, by and between Sterling & Associates LLP, a Delaware limited
liability partnership with offices at 400 Park Avenue, New York, NY 10022
("Client"), and Meridian Consulting Group Inc., a California corporation with
offices at 1200 Market Street, San Francisco, CA 94103 ("Provider").

ARTICLE 1 -- SCOPE OF SERVICES

Provider shall deliver strategic advisory services related to regulatory
compliance and risk management in the financial technology sector, as further
described in Exhibit A attached hereto. Services shall commence on February 1,
2026, and continue through July 31, 2026 (the "Term"), unless earlier
terminated in accordance with Article 5.

ARTICLE 2 -- COMPENSATION AND PAYMENT

Client shall pay Provider a monthly retainer of $45,000 USD, payable within
thirty (30) days of receipt of invoice. In addition, Provider shall be
entitled to a performance bonus of up to $25,000 USD per quarter, contingent
upon achievement of the Key Performance Indicators set forth in Exhibit B.
All payments shall be made by wire transfer to the account designated by
Provider. Late payments shall accrue interest at a rate of 1.5% per month.

ARTICLE 3 -- CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all proprietary
information disclosed by the other party during the Term and for a period of
three (3) years following termination. This obligation shall not apply to
information that is publicly available or independently developed.
