FINAL AGREEMENT FOR EXCHANGE By and Between: SPECIFIC OFFERING OWNERS OF AEGEA, INC. SHARES AND DEBT AND FUTURELAND PROPERTIES, LLC A Subsidiary of FutureWorld, Corp. _________________________________________________________________________________ Dated this March 10, 2015

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Buyer and Seller hereby agree as follows:

NOW THEREFORE, the following terms and conditions are hereby agreed to between the Parties to be binding on the Parties:

PART I- DEFINITIONS

"Actions" represents the actions that the Board of Directors will take in carrying out the actions of the Corporation; to include the appointment of new directors, with the concurrent resignation of existing directors, together with such actions of sale of assets of existing assets of Aegea, Inc. to a private entity in exchange for debt, and such capital stock restructuring as necessary.

"AEGA Holders" shall mean those shareholders and members of the Board of Directors prior to the effective date, who have agreed to sell exchange their shares and specified debt as Specific Offering Owners.

"AEGA Shares" – shall mean those amount of shares existing and held by the AEGA Holders as of the effective date of this Agreement as set forth on Schedule B and Surrendered for Exchanged Shares.

"Corporation" shall mean AEGEA, Inc.

"Corporate Actions" shall have the meaning as set forth in Section 3. (See also definition above).

"Date of Issuance" in paragraph 2 shall refer to the date Exchange Shares are received by the AEGA Holders.

"Debt Forgiveness" also defined as "Debt Exchange," shall have the meaning as set forth in Secion 4. Such debt owed to such AEGA Holders, shall be relinquished in the exchange with the Corporation in combination with such shares as defined.

"Effective Date" – shall have the meaning as set for in Section 8.

"Execution Date" – means the date that the Board resignation resolution has been fully executed by the current Board of AEGEA, Inc.

"Exchange" shall mean the common shares and debt of the AEGA Holders for purposes of surrender of such shares and such debt owed to the Corporation in exchange for new common shares of stock of the Corporation, together with the right to share of the Corporation after an expected reverse division to achieve the amount of shares to be held by the AEGA Holders.

"Exchange Shares," also referred to as "shares," in paragraph 1, refers to the common stock shares received by AEGA Holders in exchange for the shares of AEGEA, Inc. which represent a controlling interest and certain debt defined in paragraph 4.

"Share Rights" in paragraph 1 shall refer to the ability of the newly seated Board to conduct a reverse division of the outstanding common shares.

"Specific Offering Owners," also referred to as "Specific Offering Debt Holders and

"Shareholders," shall be defined as the controlling block of stock in AEGEA, Inc. being exchanged, also called "AEGA Holders."

"Shares" in paragraph 1 shall be refer to the common shares of AEGEA, Inc. as the only outstanding class of shares in AEGEA, Inc.

"Surrender" – shall have the meaning set forth in Section 1.

PART II- TERMS AND ACTIONS

2.    Exchange Terms. In return for the AEGA Shares  in the common shares held, in combination with such Debt Forgiveness as set forth herein, the AEGA Holders shall receive, post-reverse division, an amount of shares to be equal to four and nine tenths percent (4.9%) of the outstanding shares of Aegea ("Exchanged Shares") when the change in control occurs, and after such reverse division occurs. Such 4.9% shall be calculated, post reverse division based upon the shares outstanding within ten days after such reverse division and change in control occurs. Such AEGA S shall be cancelled in such exchange and returned to treasury. Such Exchange Shares when issued shall be non-dillutable, meaning that such holdings shall exist as a matter of right for a period of twelve months from the date of issuance, in such percentage. "In order to affect such non-dilutable amount of holdings, the Corporation agrees to issue additional shares to keep such percentage of holdings from being diluted. Such additional shares shall be issued with ten (10) days of the end of each fiscal quarter following a new issuance, for the period of the one year. By way of example, if after the reverse division there exists due to new issuance by the Corporation in the amount of 30,000,000 shares, then the AEGA Holders shall receive an initial 4.9% of such shares, which shall equal 1,470,000 shares. If after the first quarter after such reverse and initial issuance, there were to be issued an additional 5,000,000 shares for a total outstanding of 35,000,000 shares, then within 10 days of the end of such quarter there would be an additional issuance to the AEGA Holders of 4.9% of the additional 5,000,000 shares, for an additional 245,000 shares issues, pro-rata to such holders as issued before. Such additional shares may be distributed at the direction of the AEGA Holders into such names as they would direct.

(a)

All Parties agree to extents of indemnification and hold harmless as set forth in the final agreement.

(b)

Officers and Directors.  At the Effective Date and Time, the officers and directors of Aegea, Inc. shall deliver to the Company evidence of resignation and the appointment of those new directors and officers as designated by FutureLand Properties to be effectively appointed and empowered on such date.

 

(c)

Liabilities.  As of the Closing Date, Aegea shall have no more than $1,000 in actual or contingent liabilities which have not been disclosed, and  will have no other obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) (including, without limitation any Contracts), except for its obligations incurred as set forth below in Schedule A to this Final Agreement.

 

14.   General Terms:

a)  Modification of Terms and Conditions. The purpose of this Final Agreement is to provide a binding agreement upon which the Parties can begin all necessary actions necessary for the transaction.  It is expressly understood that this Final Agreement intends to set out all of the basic essential terms and conditions pertaining to these transactions. Therefore, this Final Agreement shall obligate the parties to such transaction until it is determined that the final agreement is complete with all additional AEGA Holders as parties.

 

b)   Execution. This Final Agreement may be executed in counterparts, each taken in conjunction equating to fully executed agreement; facsimile and scanned signatures may be accepted in lieu of original manual signatures.

c)   Legal Fees and Jurisdiction.  Each Party shall bear its own legal fees for execution of any provisions herein contained. Such Final Agreement shall be governed by Florida` law and enforceable in the Courts of Florida, in and for Palm Beach County Florida.

d)   Binding Effect. The Parties agree that this Final Agreement shall be binding and

enforceable as between them.

e)   Commonality of Counsel and Waiver. Both the AEGA Holders and FutureWorld/FutureLand Properties, hereby acknowledge that there is a common counsel in Craig A. Huffman, of Securus Law Group. All Parties acknowledge and waive any perceived conflict of interest, as known and disclosed by Securus, to include debts from each or related parties and compensation for services, and other material matters. Both the AEGA Holders and FutureWorld acknowledge that they have the right to and ability to confer and retain outside or other counsel, and either are waiving such ability, or have effectively done such consultation as required. In the event of ANY material claims or litigation, both Parties acknowledge that Craig A. Huffman shall be conflicted from representation of either party, and will only act as a joint moderator for purposes of settlement.