Original Equipment Manufacturer (OEM) Agreement


(Translated)


 


World Scan Project Corporation (“WSPJ”)
and G-Force Inc. (“G-Force”) enter into the Original Equipment Manufacturer (OEM) Agreement (the “Agreement”)
as follows:


 


		1.	Purposes



WSPJ shall entrust manufacturing
the products described in the exhibit (the “Products”) and purchase the Products from G-Force.


 


		2.	Specifications



G-Force shall manufacture the Products
according to the specification sheet which accepted by WSPJ.


 


		3.	Trademark



		(1)	G-Force shall represent the trademark of WSPJ in the Product and package according to the WSPJ’s
direction.



		(2)	WSPJ shall determine the representation method of the trademark.



 


		4.	Term



Term and conditions shall be as
follows:


		(1)	Product name: SKY FIGHT Toy Drone (2.4Ghz)



		(2)	Number: 10,000 drones



		(3)	Color:Black, white, red, blue, yellow, green, orange. Pink. Purple and silver



One box includes ten colors
and ten drones.


		(4)	Amount:JPY 39,250,000 (tax excluded)



 


	 	Price	Number
	Drone	JPY 3,500	1,000
	Propeller set (color)	JPY 400	500
	Propeller set (black)	JPY 400	500
	Li-po battery	JPY 600	5,000
	Motor set	JPY 1,000	250
	USB charging cable	JPY 400	1,500
	Backup drone for replacement	 	200


 


		(5)	Delivery date:May 31, 2020



		(6)	Delivery place:To be directed by WSPJ



 


		5.	Payment



WSPJ shall pay the amount by March
31, 2020. Wire information shall be as follows:


MFUG Bank Kanda-ekimae Branch


Saving account 0506341


Account name: G-Force Inc.


		6.	Delivery



		(1)	G-Force shall deliver the products at the place directed by WSOJ



		(2)	If G-Force can not deliver the products on time, G-Force must notify to WSPJ and follow the WSPJ’s
instructions.



 


		7.	Ownership



The ownership if the products shall
be transferred from G-Force to WSPJ at the delivery.


 


		8.	Inspection



		(1)	WSPJ shall conduct the product inspection after the delivery.



		(2)	G-Force shall not owe any responsibility for repairment because G-Force shall deliver the 200 backup
drones for replacement.



 


		9.	Risk Bearing



G-Force shall owe the responsibility
for damage before the delivery date and WSPJ shall owe the responsibility for damage after the delivery date.


 


		10.	Product Liability



If the products harm or likely to
harm the body or property of a third party, G-Force must notify WSPJ immediately and devise remedial measures.


 


		11.	Infringement of Rights of Third party



If a dispute with a third party
about industrial property rights, both parties shall compensate for damages as follows:


		(1)	Dispute about trademark: WSOJ’s responsibility



		(2)	Dispute about the products: G-Force’s responsibility



 


		12.	Prohibited Matters



G-Force shall not commit the following
acts without written consent of WSPJ:


		(1)	Reselling the Products



		(2)	Using the trademark for other purposes.



 


		13.	Confidentiality



		1.	G-Force shall not disclose the information obtained in the course of performance of this Agreement
or Products to third parties during the Agreement period and even after the expiration of the Agreement.



		2.	The following information shall not applicable for the confidentiality in the preceding paragraph:



		(1)	Publicly known at the time of disclosure



		(2)	Obtained from third party legally



		(3)	Obtained before contracting this Agreement



		(4)	Obligated to disclosure by laws and regulations



 


		14.	Prohibition of Transfer of Rights and Obligations



G-Force shall not transfer, take
over or mortgage the status provided in the Agreement without WSP’s written consent.


 


		15.	Termination



Each party may terminate this Agreement
by following. In the case of termination, the compensation for damages shall be unavoidable:


 


		(1)	Violation of the Agreement



		(2)	Business suspension



		(3)	Dishonor



		(4)	Bankrupt



		(5)	Fund shortage



		(6)	Dissolution, merger or transfer of business of company



		(7)	Untrustworthiness or unlawful act



 


		16.	Elimination of Antisocial Forces



Each party may terminate this Agreement
if there is a violation in following paragraphs without notice.


 


		(1)	Lending the party’s own name to Antisocial Forces



		(2)	Director, officer or employee in each party have any relation to
antisocial forces.



 


If this Agreement is terminated by
above, compensation for damages shall be unavoidable.


 


		17.	Compensation for Damage



If each party is damaged by the
other party intentionally or negligently, the party which cause damage shall be liable to compensate for damages.


 


		18.	Term of Agreement



Term of Agreement shall be from
March 4, 2020 to March 4, 2021.


 


		19.	Mutual Consultation



 


If matters which are not covered
by this Agreement and Separate Agreements or doubts about interpretation of terms or conditions arise, each party shall resolve
by mutual consultation faithfully.


 


		20.	Court of Jurisdiction



When a dispute arises in connection
with the Agreement, the court of jurisdiction shall be the Tokyo District Court in the first instance.


 


IN WITNESS WHEREOF, the Agreement has
been prepared in duplicate, and after they are signed and seals have been affixed thereto, each party shall retain a copy.


 


March 4, 2020


 


WSPJ:


World Scan Project Corporation


2-13-23-2F, Nishiwaseda, Shinjuku-ku, Tokyo,
Japan


/s/ Ryohei Uetaki


Ryohei Uetaki, Representative Director


 


G-Force:


G-Force Inc.


1-3-1, Kajicho, Chiyoda-ku, Tokyo, Japan


/s/ Hideyo Sakurai


Hideyo Sakurai, Representative Director