INVESTOR PRIVATE LINE OF CREDIT

Exhibit 10.1

INVESTOR PRIVATE LINE OF CREDIT

This Agreement is made this day 13th of March, 2023, by and between Xxxxx Xxxxxxx (herein referred to as "Investor") and Xxxx Payment Architectures, Inc. (herein referred to as "Xxxx").

WHEREAS, Investor has a substantial interest as a shareholder in Xxxx; and WHEREAS, Xxxx may need additional capital in the future to facilitate its operations.

NOW THEREFORE for and in consideration of the premises set forth above and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Investor may extend an unsecured line of credit to Xxxx in the amount of Twenty Million Dollars and No/Cents ($20,000,000.00) to be drawn upon by Xxxx for a period of one year from the date hereof in order to provide additional capital to facilitate Rego's operations so long as there has not been any material change in the operations of Xxxx.

2. In the event that Xxxx draws upon the line of credit subject to the terms and conditions herein, Xxxx agrees to repay the line of credit in full upon the execution and completion ofa sale, merger or other transaction of Xxxx whereby Xxxx transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction.

3. Xxxx agrees that if the sale, merger or other transaction described above does not occur within one year from the date hereof, Xxxx will repay any sums due and owing to Investor within sixty (60) days.

4. Xxxx agrees that it will pay interest at a rate of 7% per annum on any sums drawn upon pursuant to the line of credit.

IT IS SO AGREED.

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

Investor

/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx, CEO

Xxxx Payment Architectures, Inc.

Borrower