Exhibit 10.1

V-MORE MERCHANT ACQUISITION AGREEMENT

This V-More Merchant Acquisition Agreement (this “Agreement”) is made as of March 19, 2019 (the ”Effective Date”), by and between Noble Vici Group, Inc., a Delaware corporation (“Company”), and the undersigned ("You" or “Consultant”).

1.       Engagement of Services; Term and Termination. This Agreement shall commence on the date first set forth above and shall expire March 19, 2022 (the “Term”) unless earlier terminated in accordance with this Agreement. During the Term, You agree, to the best of your ability, to render the services set forth in Exhibit A , attached hereto and incorporated herein (collectively, the “Services”), at such time as the Company may request in writing. The manner and means by which You choose to provide the Services are in your sole discretion and control. You shall perform the Services in a timely and professional manner consistent with industry standards, and at a location, place and time which the You deem appropriate. In rendering the Services, You agree to provide your own equipment, tools and other materials at your own expense. Company will make its facilities and equipment available to You upon your request. You may not subcontract or otherwise delegate your obligations under this Agreement without Company's prior written consent.

2.       Compensation and Registration Rights. As consideration for the Services, You shall be entitled to receive up to a maximum of Fourteen Million Three Hundred Twenty Thousand (14,320,000) shares of the Company’s common stock, valued at Two Dollars ($2.00) per share, as compensation (collectively, the “Shares”), upon the achievement of certain milestones as set forth in Exhibit A attached hereto and incorporated herein. In the event You fail to achieve one or more milestones, You acknowledge and agree that the Company shall not be obligated to issue the securities that would have been issuable upon the achievement of such milestone pursuant to this Agreement. You further agree that the Company shall be entitled to retain physical possession of all stock certificates representing the initial tranche of Seven Million One Hundred Sixty Thousand (7,160,000) shares of the Company’s common stock issuable to You pursuant to this Agreement in order to preserve its rights with respect to the Reimbursement Amount (as such term is hereinafter defined in Exhibit A . You shall be responsible for all expenses incurred in performing Services under this Agreement.

The Company shall use commercially reasonable efforts to register the Shares pursuant to a registration statement within six (6) months after the achievement of all milestones set forth in Exhibit A attached hereto and incorporated herein.

3.       Independent Contractor Relationship. Your relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. You are not an agent of Company and are not authorized to make any representation, contract, or commitment on behalf of Company. You will not be entitled to any of the benefits which Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. You will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to your performance of services and receipt of fees under this Agreement. Because You are an independent contractor, Company will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker's compensation insurance on your behalf. You agree to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to You, your agents or employees under this Agreement. You hereby agree to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.

4.       Trade Secrets - Intellectual Property Rights. You agree during the term of this Agreement and thereafter that You will be bound by the terms of that certain Proprietary Information and Inventions Agreement, a form of which is attached hereto as Exhibit B . You further agree that this Agreement shall not take effect and you shall not be entitled to any Shares until such time as you have delivered to the Company an executed copy of such Proprietary Information and Inventions Agreement and this Agreement.

5.       Your Representations and Warranties. You hereby represent and warrant as of the date of this Agreement and as of each date any Shares are granted and issued to You:

Accredited Investor Representations and Warranties

Non-U.S. Person Representations and Warranties

6.       Restrictions on Transfer of Shares.

6.1.        No Transfer; Opinion of Counsel . You acknowledge that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, You acknowledge and agree that You shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

6.2.        Restrictive Legends . You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

7.       Indemnification. You will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any representation, warranty or obligation of You (a "Claim") set forth in Section 5 of this Agreement, provided that Company gives You written notice of any such Claim and You have the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to You of any such Claim, Company shall have the right to withhold from any payments due to You under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for your obligations under this Section 7.

8.1       Termination by the Parties. This Agreement may be terminated:

(a) by You at any time during the Term prior to the expiration of the Term by delivering written notice to the Company in accordance with the provisions of Section 9.4 hereof;

(b) by Company upon Your death or permanent disability. You shall be considered permanently disabled if, for a period of forty-five (45) consecutive days, or ninety (90) days during any one (1) year period, You, as a result of a physical or mental disability, are incapable, after reasonable accommodation, of performing Your duties under this Agreement. In the event of a dispute as to whether You are permanently disabled, Company may at its expense refer the matter to a mutually acceptable licensed practicing physician, and You agree to submit to such tests and examinations as such physician shall deem appropriate;

(c) Immediately upon written notice from Company to You that this Agreement is being terminated for “Cause,” As used herein, for “ Cause ” means a termination of Your engagement by Company due to:

(1) Your continued gross negligence and or willful misconduct in the performance of Your duties (including but not limited to embezzlement, fraud or deceit), which has a direct material adverse effect on the Company;

(2) the indictment or conviction (by trial, upon a plea or otherwise) of Consultant, or the admission of guilt by Consultant, of: (i) a breach of fiduciary duty to the Company; or (ii) a felony or a crime involving moral turpitude or any other act of dishonesty, fraud or deceit that is punishable by imprisonment of thirty (30) days or more, provided, however, that nothing in this Agreement shall obligate the Company to pay any compensation or benefits during any period that You are unable to perform Your duties hereunder due to any incarceration, and also provided, however, that nothing shall prevent Your termination under another section of this Agreement if it provides independent grounds for termination; or

(3) any material breach of this Agreement which has not been cured within thirty (30) days of receipt of written notice thereof, or with respect to material breaches that reasonably cannot be cured within a thirty (30) day period, the failure to commence good faith efforts to cure such breach within such thirty (30) day period.

In the event this Agreement is terminated for any reason prior to the expiration of the Term, You shall reimburse the Company in an amount equal to the Reimbursement Amount (as such term is defined in Exhibit A , attached hereto and incorporated herein, which Reimbursement Amount shall be payable in cash or such other property as may be mutually acceptable to the parties hereto.

8.2       Return of Company Property. Upon expiration or earlier termination of the Agreement, You will deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material required to be returned as set forth in the Proprietary Information and Inventions Agreement. You further agree that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

9.       General Provisions.

9.1       Governing Law. This Agreement will be governed and construed in accordance with the laws of Singapore without regard to its conflicts of laws principles. You hereby expressly consent to the personal jurisdiction of the courts located in Singapore for any lawsuit filed there against You by Company arising from or related to this Agreement.

9.2       Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.3       No Assignment. This Agreement may not be assigned by You without Company's consent, and any such attempted assignment shall be void and of no effect.

9.4       Notices. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by overnight courier or registered or certified mail, postage prepaid and return receipt requested, faxed (with machine generated delivery confirmation) to the address or facsimile number set forth below the signature of the party or delivered by hand to the party to whom such notice is required or permitted to be given. Any notice under this Agreement shall be deemed to have been given on the earlier to occur of (a) the date such notice is received, (b) three (3) days after the date of mailing if sent by certified or registered mail, (c) one (1) day after the date such notice is delivered to the overnight courier service if sent by overnight courier, or (d) the next business day following transmission by facsimile.

9.5       Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

9.6       Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to Company for which there may be no adequate remedy at law, and Company is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate.

9.7       Survival. The following provisions shall survive termination of this Agreement: Sections 5 through and including Section 9.

9.8       Waiver. No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right. Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.9       Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.

9.10     Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. A faxed signature shall have the same legally binding effect as an original signature.

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In Witness Whereof, the parties have caused this Merchant Acquisition Agreement to be executed by their duly authorized representative.

Company:

Noble Vici Group, INC.,

a Delaware corporation

By: /s/ Eldee Wai Chong Tang                     

Eldee Wai Chong Tang, Chief Executive Officer

You:

/s/ FRANK CHIA KOK MENG                      

FRANK CHIA KOK MENG                       

(Printed Name)

EXHIBIT A

DESCRIPTION OF SERVICES

During the Term, You agree to perform the following Services in the territory of Shanghai, China (the “Territory”):

Compensation: Fourteen Million Three Hundred Twenty Thousand (14,320,000) Shares of the Company’s common stock at a per share price of Two Dollars ($2.00) upon the achievement of the following milestones:

*In the event You fail to cause 100 Merchants located in the Territory to enter into written agreements acceptable to the Company to participate in the Company’s V-More platform prior to the termination of this Agreement, You shall reimburse the Company in an amount equal to the amount determined below (the “Reimbursement Amount”):

100- Number of Merchants Acquired   X  7,160,000  X  2 = Reimbursement Amount

100

The Reimbursement Amount may be payable in cash or such other property as may be mutually acceptable to the parties hereto.

EXHIBIT B

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

In consideration of my employment or engagement as an independent contractor or continued employment or engagement as an independent contractor by Noble Vici Group, Inc. (the "Company"), as applicable, and the compensation now and hereafter paid to me, I hereby agree as follows:

1.             NONDISCLOSURE.

1.1       Recognition of Company’s Rights; Nondisclosure. At all times during my employment as an employee or engagement as an independent contractor, as applicable, and thereafter, I will hold in strictest confidence and will not disclose, use or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with my work for the Company. Without limiting the generality of the foregoing, I will obtain the COMPANY’s written approval before publishing, distributing or submitting for publication or distribution any material (written, verbal, or otherwise) that relates to my work at the COMPANY and/or incorporates any Proprietary Information. I hereby assign to the COMPANY any rights I may have or acquire in or to such Proprietary Information, and recognize that all Proprietary Information shall be the sole property of the COMPANY and its assigns.

1.2       Proprietary Information. The term "Proprietary Information" shall mean any and all confidential or proprietary knowledge, data or information relating to the COMPANY, its actual, proposed and previous business, activities, products, services, technology, personnel, customers, and research and development including by way of illustration but not limitation, all: (a) trade secrets, inventions, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and the physical embodiments thereof, including works-in-progress (hereinafter collectively referred to as "Inventions"); and (b) information regarding research, development, new products, marketing and selling, business plans, forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees, directors or contractors of the COMPANY. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information that is generally known in the trade or industry, and my own general skills, knowledge, and experience to whatever extent and in whichever way I wish. "Proprietary Information", as used herein, also includes "Third Party Information" as defined in Section 1.3 below.

1.3       Third Party Information. I acknowledge that the COMPANY has received and in the future will receive from third parties confidential or proprietary information subject to a duty on the COMPANY’s part to maintain the confidentiality of such information and to use it only for certain limited purposes ("Third Party Information"). During the term of my employment or engagement as independent contractor and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than the COMPANY personnel who need to know such information in connection with their work for the COMPANY), use or publish, except in connection with my work for the COMPANY, Third Party Information unless expressly authorized in writing by an authorized officer or manager of the COMPANY prior to such disclosure, use or publication.

1.4       No Improper Use of Information of Prior Employers and Others. During my employment or engagement as independent contractor by the COMPANY I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the COMPANY any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. In the performance of my duties I will use only information which is generally known and used by persons with general skills, knowledge and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided by the COMPANY.

2.             ASSIGNMENT OF INVENTIONS.

2.1          Proprietary Rights . The term "Proprietary Rights" shall mean all trade secret, patent, copyright, trademark, and other intellectual property rights throughout the world.

2.2          Prior Inventions . Inventions, if any, patented or unpatented, registered or unregistered, which I made, conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed, authored or first reduced to practice or caused to be conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY, that I consider to be my property or the property of third parties (except to the extent that I have assigned all my right, title and interest in such invention to a former employer) and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Item 1 of Exhibit A but am only to disclose, in Item 2 of Exhibit A, a cursory name for each such invention and the party to whom the duty of confidentiality is owed. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment or engagement as independent contractor with the COMPANY, I incorporate a Prior Invention which I own or have the right to license into the COMPANY product, process or machine (or use such Prior Invention to create a COMPANY product, process or machine), the COMPANY is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any the COMPANY Inventions (or use such Prior Invention to create a COMPANY product, process or machine) without the COMPANY’s prior written consent.

2.3          Assignment of Inventions . To the extent that the COMPANY is not considered the original author pursuant to Section 2.6 or as a matter of law, I hereby assign to the COMPANY or, at the COMPANY’s discretion, to a third party pursuant to Section 2.5, all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, conceived, developed, authored or first reduced to practice by me, either alone or jointly with others, during the period of my employment or engagement as independent contractor with the COMPANY that (i) relate to the actual or anticipated business, activities, products, services, or research of the COMPANY, (ii) result from or is suggested by work performed by me for the COMPANY (whether or not conceived, developed, authored or first reduced to practice during normal working hours or on the premises of the COMPANY), or (iii) result, to any extent, from use of the COMPANY’s premises or property (the “COMPANY Inventions").

2.4          Obligation to Keep THE COMPANY Informed . During the period of my employment or engagement as independent contractor and for twelve (12) months after termination of my employment or engagement as independent contractor with the COMPANY, I will promptly disclose to the COMPANY, fully and in writing all Inventions conceived, developed, authored or first reduced to practice by me, either alone or jointly with others (except to the extent that such disclosure would violate any confidentiality agreement executed subsequent to the termination of my employment or engagement as independent contractor). In addition, I will promptly disclose to the COMPANY all patent applications filed by me or on my behalf within a year after termination of employment or engagement as independent contractor.

2.5          Government or Third Party . As and to the extent directed by the COMPANY, I hereby assign all my right, title and interest in and to any particular COMPANY Invention to any third party designated by the COMPANY.

2.6          Works for Hire . I acknowledge that all the COMPANY Inventions that are or contain original works of authorship which were heretofore or are to be made by me (solely or jointly with others) within the scope of my employment or engagement as independent contractor and which are protectable by copyright are "works made for hire," pursuant to United States Copyright Act as amended (17 U.S.C., Section 101) as to which the COMPANY is to be considered as the author thereof for all purposes. I acknowledge that this provision is included solely for the purpose of determining ownership of COMPANY Inventions, and nothing herein shall be construed to alter my classification as an independent contractor or employee, as applicable, of the COMPANY.

2.7          Enforcement of Proprietary Rights . I will assist the COMPANY in every proper way to obtain, and from time to time enforce, Proprietary Rights relating to the COMPANY Inventions in any and all countries. To that end, I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the COMPANY may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and any assignment thereof to the COMPANY. Without limiting the generality of the foregoing, at the COMPANY’s request, I will execute, verify and deliver one or more separate forms of assignments of such Proprietary Rights to the COMPANY or its designee. My obligation to assist the COMPANY with respect to Proprietary Rights relating to such COMPANY Inventions in any and all countries shall continue beyond the termination of my employment or engagement as independent contractor with the COMPANY, but the COMPANY shall compensate me at a reasonable rate after such termination for documented out-of-pocket expenses and for the time actually spent by me at the COMPANY’s request on such assistance. In the event the COMPANY is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the COMPANY and its duly authorized officers or managers as my agent and attorney-in-fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the COMPANY any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement or other violation of any Proprietary Rights assigned hereunder to the COMPANY, and waive any and all rights to be attributed as the author or creator of any COMPANY Invention, and any " droit moral " or similar rights regarding the use or integrity of any COMPANY Invention, as may now or hereafter exist under any applicable law.

3.             RECORDS; THE COMPANY DOCUMENTS.

3.1        I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the COMPANY) of all Proprietary Information developed by me and all COMPANY Inventions made by me during the period of my employment or engagement as an independent contractor at the COMPANY, which records shall be available to and remain the sole property of the COMPANY at all times.

3.2        I agree that any property situated on the COMPANY’s premises and owned by the COMPANY, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the COMPANY personnel at any time with or without notice.

3.3        Upon termination of employment or engagement as an independent contractor with the COMPANY, I will deliver to the COMPANY any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing or describing any COMPANY Inventions or Proprietary Information. I also agree to cooperate with the COMPANY in completing and signing prior to leaving the employment or engagement as an independent contractor of the COMPANY, the COMPANY’s then standard termination statement that, among other things, reaffirms my obligations, acknowledgments, agreements and representations set forth herein. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certificate” attached hereto as Appendix A.

4.             ADDITIONAL ACTIVITIES.

I agree that for the period of my employment or engagement as an independent contractor with the COMPANY, as applicable, and for one (1) year after the date of termination of such employment or engagement, as applicable, for any reason whatsoever, I will not, either for myself or any other person or entity, directly or indirectly: (i) solicit or lure away (or attempt to solicit or lure away) any customers, licensors, licensees, or vendors of the COMPANY who were serviced by me or whose names became known to me while I was employed or engaged with the COMPANY; or (ii) induce any employee, vendor, licensee, licensor or contractor of the COMPANY to leave the employ or engagement as an independent contractor of the COMPANY or to alter their relationship with the COMPANY.

5.             NO CONFLICTING OBLIGATION.

I represent and warrant that my performance of all the terms of this Agreement as an employee or independent contractor of the COMPANY does not and will not breach any agreement to keep in confidence information acquired by me prior to my employment or engagement as an independent contractor by the COMPANY. I have not entered into, and I agree that I will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. I agree to indemnify and hold harmless the COMPANY from any loss, claim, damage, costs or expenses of any kind (including without limitation, reasonable attorney fees) to which the COMPANY may be subjected by virtue of my breaching any of my representations, warranties, and covenants contained in this Agreement.

6.             LEGAL AND EQUITABLE REMEDIES.

I hereby agree that because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the COMPANY, the COMPANY shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the COMPANY may have for a breach of this Agreement. To the extent that I breach this Agreement with respect to any Third Party Information, I acknowledge that such third party may be assigned the COMPANY’s right to enforce this Agreement.

7.             NOTICES.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

8.             NOTIFICATION OF NEW EMPLOYER.

In the event that I leave the employ or engagement as an independent contractor of the COMPANY, I hereby consent to the notification of my new employer or other person that engages me of my rights and obligations under this Agreement.

9.             GENERAL PROVISIONS.

9.1          Governing Law; Consent to Personal Jurisdiction . This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Los Angeles County, California for any lawsuit filed there against me by the COMPANY arising from or related to this Agreement.

9.2          Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing such provision, so as to be enforceable to the maximum extent permissible under the applicable law as then in effect.

9.3          Successors and Assigns . This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the COMPANY, its successors, and its assigns.

9.4          Survival . The provisions of this Agreement shall survive the termination of my employment or engagement as an independent contractor and the assignment of this Agreement by the COMPANY to any successor in interest or other assignee.

9.5          Employment/Engagement . I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment or engagement as an independent contractor, as applicable, by the COMPANY, nor shall it interfere in any way with my right or the COMPANY’s right to terminate such employment or engagement, as applicable, at any time, with or without cause.

9.6          Waiver . No waiver by the COMPANY of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the COMPANY of any right under this Agreement shall be construed as a waiver of any other right. The COMPANY shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.7          Nonassignable Inventions . This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter "Section 2870"). I have reviewed the notification on Exhibit B (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

9.8          Entire Agreement . The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed or engaged, or am in the future employed or engaged, by the COMPANY as an employee, consultant or otherwise, if no other agreement governs nondisclosure and assignment of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party against whom the amendment or modification is to be enforced to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

9.9          Review of Agreement . I acknowledge that I have had the opportunity to seek legal advice prior to signing this Agreement and have either done so or waive the right to do so. I have read this Agreement, including Exhibit B hereto, carefully and understand its terms. I have completely filled out Exhibits A and B to this Agreement.

This Agreement shall be effective as of March 19, 2019.

NOBLE VICI GROUP, INC.

CONSULTANT

EXHIBIT A

Prior Inventions

1. Except as listed in Item 2 below, the following is a complete list of all Prior Inventions (as defined in Section 2.2 of the foregoing Agreement) and the owner, in whole or in part, thereof.

Ö No Prior Inventions

□ As follows:

□ Additional sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Item 1 above with respect to Prior Inventions and the owner in whole, or in part, thereof, listed generally below, the duty of confidentiality with respect to which I owe to the following party(ies):

□ Additional sheets attached.

EXHIBIT B

Limited Exclusion Notification

This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the COMPANY does not require you to assign or offer to assign to the COMPANY any invention that you developed entirely on your own time without using the COMPANY’s equipment, supplies, facilities or trade secret information except for those Inventions that either:

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the COMPANY and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I acknowledge receipt of a copy of this notification.

APPENDIX A

TERMINATION CERTIFICATE

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to NOBLE VICI GROUP, INC., its subsidiaries, affiliates, successors or assigns (together the “ Company ”).

I further certify that I have complied with all the terms of the Company’s Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreement.

EXHIBIT C

NOBLE VICI GROUP, INC.

ACCREDITED INVESTOR QUESTIONNAIRE

In connection with that certain Merchant Acquisition Agreement, dated as of March 19, 2019, by and between LEW CHUEN CHEAH (the “ Consultant ”) and Noble Vici Group, Inc., a Delaware corporation (the “ Company ”), pursuant to which the Consultant has subscribed for, and (subject to acceptance by the Company) has agreed to acquire the Company, up to 14,320,000 shares (collectively, the “ Shares ”) of common stock, (“ Common Stock ”), of the Company, the undersigned represents and warrants to the Company as follows:

1. Status as “Accredited Investor ”

The undersigned understands that the sale of the Shares is limited solely to “Accredited Investors”, or “Non-US Person” as that term is defined under Regulation D of the Securities Act of 1933, as amended (the “ Act ”). Under Regulation D, individuals and entities meeting the qualifications set forth below are Accredited Investors. By checking one of the boxes set forth below, the undersigned represents and warrants to the Company that the undersigned is an Accredited Investor by reason of the qualifications described opposite the checked box:

A. Individual Investors .

B. Investor Entities .

2. Certification as to Location of Residence or Principal Place of Business . The undersigned represents and warrants to the Company that the undersigned is a resident of the location listed in the address of the undersigned set forth below, or, if the undersigned is an entity, that the principal place of business of the undersigned is such address.

Exhibit 10.2

V-MORE MERCHANT ACQUISITION AGREEMENT

This V-More Merchant Acquisition Agreement (this “Agreement”) is made as of March 19, 2019 (the ”Effective Date”), by and between Noble Vici Group, Inc., a Delaware corporation (“Company”), and the undersigned ("You" or “Consultant”).

1.       Engagement of Services; Term and Termination. This Agreement shall commence on the date first set forth above and shall expire March 19, 2022 (the “Term”) unless earlier terminated in accordance with this Agreement. During the Term, You agree, to the best of your ability, to render the services set forth in Exhibit A , attached hereto and incorporated herein (collectively, the “Services”), at such time as the Company may request in writing. The manner and means by which You choose to provide the Services are in your sole discretion and control. You shall perform the Services in a timely and professional manner consistent with industry standards, and at a location, place and time which the You deem appropriate. In rendering the Services, You agree to provide your own equipment, tools and other materials at your own expense. Company will make its facilities and equipment available to You upon your request. You may not subcontract or otherwise delegate your obligations under this Agreement without Company's prior written consent.

2.       Compensation and Registration Rights. As consideration for the Services, You shall be entitled to receive up to a maximum of Fourteen Million Three Hundred Twenty Thousand (14,320,000) shares of the Company’s common stock, valued at Two Dollars ($2.00) per share, as compensation (collectively, the “Shares”), upon the achievement of certain milestones as set forth in Exhibit A attached hereto and incorporated herein. In the event You fail to achieve one or more milestones, You acknowledge and agree that the Company shall not be obligated to issue the securities that would have been issuable upon the achievement of such milestone pursuant to this Agreement. You further agree that the Company shall be entitled to retain physical possession of all stock certificates representing the initial tranche of Seven Million One Hundred Sixty Thousand (7,160,000) shares of the Company’s common stock issuable to You pursuant to this Agreement in order to preserve its rights with respect to the Reimbursement Amount (as such term is hereinafter defined in Exhibit A . You shall be responsible for all expenses incurred in performing Services under this Agreement.

The Company shall use commercially reasonable efforts to register the Shares pursuant to a registration statement within six (6) months after the achievement of all milestones set forth in Exhibit A attached hereto and incorporated herein.

3.       Independent Contractor Relationship. Your relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. You are not an agent of Company and are not authorized to make any representation, contract, or commitment on behalf of Company. You will not be entitled to any of the benefits which Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. You will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to your performance of services and receipt of fees under this Agreement. Because You are an independent contractor, Company will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker's compensation insurance on your behalf. You agree to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to You, your agents or employees under this Agreement. You hereby agree to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.

4.       Trade Secrets - Intellectual Property Rights. You agree during the term of this Agreement and thereafter that You will be bound by the terms of that certain Proprietary Information and Inventions Agreement, a form of which is attached hereto as Exhibit B . You further agree that this Agreement shall not take effect and you shall not be entitled to any Shares until such time as you have delivered to the Company an executed copy of such Proprietary Information and Inventions Agreement and this Agreement.

5.       Your Representations and Warranties. You hereby represent and warrant as of the date of this Agreement and as of each date any Shares are granted and issued to You:

Accredited Investor Representations and Warranties

Non-U.S. Person Representations and Warranties

6.       Restrictions on Transfer of Shares.

6.1.        No Transfer; Opinion of Counsel . You acknowledge that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, You acknowledge and agree that You shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

6.2.        Restrictive Legends . You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

7.       Indemnification. You will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any representation, warranty or obligation of You (a "Claim") set forth in Section 5 of this Agreement, provided that Company gives You written notice of any such Claim and You have the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to You of any such Claim, Company shall have the right to withhold from any payments due to You under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for your obligations under this Section 7.

8.1       Termination by the Parties. This Agreement may be terminated:

(a) by You at any time during the Term prior to the expiration of the Term by delivering written notice to the Company in accordance with the provisions of Section 9.4 hereof;

(b) by Company upon Your death or permanent disability. You shall be considered permanently disabled if, for a period of forty-five (45) consecutive days, or ninety (90) days during any one (1) year period, You, as a result of a physical or mental disability, are incapable, after reasonable accommodation, of performing Your duties under this Agreement. In the event of a dispute as to whether You are permanently disabled, Company may at its expense refer the matter to a mutually acceptable licensed practicing physician, and You agree to submit to such tests and examinations as such physician shall deem appropriate;

(c) Immediately upon written notice from Company to You that this Agreement is being terminated for “Cause,” As used herein, for “ Cause ” means a termination of Your engagement by Company due to:

(1) Your continued gross negligence and or willful misconduct in the performance of Your duties (including but not limited to embezzlement, fraud or deceit), which has a direct material adverse effect on the Company;

(2) the indictment or conviction (by trial, upon a plea or otherwise) of Consultant, or the admission of guilt by Consultant, of: (i) a breach of fiduciary duty to the Company; or (ii) a felony or a crime involving moral turpitude or any other act of dishonesty, fraud or deceit that is punishable by imprisonment of thirty (30) days or more, provided, however, that nothing in this Agreement shall obligate the Company to pay any compensation or benefits during any period that You are unable to perform Your duties hereunder due to any incarceration, and also provided, however, that nothing shall prevent Your termination under another section of this Agreement if it provides independent grounds for termination; or

(3) any material breach of this Agreement which has not been cured within thirty (30) days of receipt of written notice thereof, or with respect to material breaches that reasonably cannot be cured within a thirty (30) day period, the failure to commence good faith efforts to cure such breach within such thirty (30) day period.

In the event this Agreement is terminated for any reason prior to the expiration of the Term, You shall reimburse the Company in an amount equal to the Reimbursement Amount (as such term is defined in Exhibit A , attached hereto and incorporated herein, which Reimbursement Amount shall be payable in cash or such other property as may be mutually acceptable to the parties hereto.

8.2       Return of Company Property. Upon expiration or earlier termination of the Agreement, You will deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material required to be returned as set forth in the Proprietary Information and Inventions Agreement. You further agree that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

9.       General Provisions.

9.1       Governing Law. This Agreement will be governed and construed in accordance with the laws of Singapore without regard to its conflicts of laws principles. You hereby expressly consent to the personal jurisdiction of the courts located in Singapore for any lawsuit filed there against You by Company arising from or related to this Agreement.

9.2       Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.3       No Assignment. This Agreement may not be assigned by You without Company's consent, and any such attempted assignment shall be void and of no effect.

9.4       Notices. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by overnight courier or registered or certified mail, postage prepaid and return receipt requested, faxed (with machine generated delivery confirmation) to the address or facsimile number set forth below the signature of the party or delivered by hand to the party to whom such notice is required or permitted to be given. Any notice under this Agreement shall be deemed to have been given on the earlier to occur of (a) the date such notice is received, (b) three (3) days after the date of mailing if sent by certified or registered mail, (c) one (1) day after the date such notice is delivered to the overnight courier service if sent by overnight courier, or (d) the next business day following transmission by facsimile.

9.5       Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

9.6       Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to Company for which there may be no adequate remedy at law, and Company is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate.

9.7       Survival. The following provisions shall survive termination of this Agreement: Sections 5 through and including Section 9.

9.8       Waiver. No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right. Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.9       Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.

9.10     Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. A faxed signature shall have the same legally binding effect as an original signature.

[ The remainder of this page has been intentionally left blank .]

In Witness Whereof, the parties have caused this Merchant Acquisition Agreement to be executed by their duly authorized representative.

Company:

Noble Vici Group, INC.,

a Delaware corporation

By: /s/ Eldee Wai Chong Tang                     

Eldee Wai Chong Tang, Chief Executive Officer

You:

/s/ Lew Chuen Cheah                       

LEW CHUEN CHEAH                        

(Printed Name)

EXHIBIT A

DESCRIPTION OF SERVICES

During the Term, You agree to perform the following Services in the territory of Shanghai, China (the “Territory”):

Compensation: Fourteen Million Three Hundred Twenty Thousand (14,320,000) Shares of the Company’s common stock at a per share price of Two Dollars ($2.00) upon the achievement of the following milestones:

*In the event You fail to cause 100 Merchants located in the Territory to enter into written agreements acceptable to the Company to participate in the Company’s V-More platform prior to the termination of this Agreement, You shall reimburse the Company in an amount equal to the amount determined below (the “Reimbursement Amount”):

100- Number of Merchants Acquired   X  7,160,000  X  2 = Reimbursement Amount

100

The Reimbursement Amount may be payable in cash or such other property as may be mutually acceptable to the parties hereto.

EXHIBIT B

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

In consideration of my employment or engagement as an independent contractor or continued employment or engagement as an independent contractor by Noble Vici Group, Inc. (the "Company"), as applicable, and the compensation now and hereafter paid to me, I hereby agree as follows:

1.             NONDISCLOSURE.

1.1       Recognition of Company’s Rights; Nondisclosure. At all times during my employment as an employee or engagement as an independent contractor, as applicable, and thereafter, I will hold in strictest confidence and will not disclose, use or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with my work for the Company. Without limiting the generality of the foregoing, I will obtain the COMPANY’s written approval before publishing, distributing or submitting for publication or distribution any material (written, verbal, or otherwise) that relates to my work at the COMPANY and/or incorporates any Proprietary Information. I hereby assign to the COMPANY any rights I may have or acquire in or to such Proprietary Information, and recognize that all Proprietary Information shall be the sole property of the COMPANY and its assigns.

1.2       Proprietary Information. The term "Proprietary Information" shall mean any and all confidential or proprietary knowledge, data or information relating to the COMPANY, its actual, proposed and previous business, activities, products, services, technology, personnel, customers, and research and development including by way of illustration but not limitation, all: (a) trade secrets, inventions, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and the physical embodiments thereof, including works-in-progress (hereinafter collectively referred to as "Inventions"); and (b) information regarding research, development, new products, marketing and selling, business plans, forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees, directors or contractors of the COMPANY. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information that is generally known in the trade or industry, and my own general skills, knowledge, and experience to whatever extent and in whichever way I wish. "Proprietary Information", as used herein, also includes "Third Party Information" as defined in Section 1.3 below.

1.3       Third Party Information. I acknowledge that the COMPANY has received and in the future will receive from third parties confidential or proprietary information subject to a duty on the COMPANY’s part to maintain the confidentiality of such information and to use it only for certain limited purposes ("Third Party Information"). During the term of my employment or engagement as independent contractor and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than the COMPANY personnel who need to know such information in connection with their work for the COMPANY), use or publish, except in connection with my work for the COMPANY, Third Party Information unless expressly authorized in writing by an authorized officer or manager of the COMPANY prior to such disclosure, use or publication.

1.4       No Improper Use of Information of Prior Employers and Others. During my employment or engagement as independent contractor by the COMPANY I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the COMPANY any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. In the performance of my duties I will use only information which is generally known and used by persons with general skills, knowledge and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided by the COMPANY.

2.             ASSIGNMENT OF INVENTIONS.

2.1          Proprietary Rights . The term "Proprietary Rights" shall mean all trade secret, patent, copyright, trademark, and other intellectual property rights throughout the world.

2.2          Prior Inventions . Inventions, if any, patented or unpatented, registered or unregistered, which I made, conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed, authored or first reduced to practice or caused to be conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY, that I consider to be my property or the property of third parties (except to the extent that I have assigned all my right, title and interest in such invention to a former employer) and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Item 1 of Exhibit A but am only to disclose, in Item 2 of Exhibit A, a cursory name for each such invention and the party to whom the duty of confidentiality is owed. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment or engagement as independent contractor with the COMPANY, I incorporate a Prior Invention which I own or have the right to license into the COMPANY product, process or machine (or use such Prior Invention to create a COMPANY product, process or machine), the COMPANY is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any the COMPANY Inventions (or use such Prior Invention to create a COMPANY product, process or machine) without the COMPANY’s prior written consent.

2.3          Assignment of Inventions . To the extent that the COMPANY is not considered the original author pursuant to Section 2.6 or as a matter of law, I hereby assign to the COMPANY or, at the COMPANY’s discretion, to a third party pursuant to Section 2.5, all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, conceived, developed, authored or first reduced to practice by me, either alone or jointly with others, during the period of my employment or engagement as independent contractor with the COMPANY that (i) relate to the actual or anticipated business, activities, products, services, or research of the COMPANY, (ii) result from or is suggested by work performed by me for the COMPANY (whether or not conceived, developed, authored or first reduced to practice during normal working hours or on the premises of the COMPANY), or (iii) result, to any extent, from use of the COMPANY’s premises or property (the “COMPANY Inventions").

2.4          Obligation to Keep THE COMPANY Informed . During the period of my employment or engagement as independent contractor and for twelve (12) months after termination of my employment or engagement as independent contractor with the COMPANY, I will promptly disclose to the COMPANY, fully and in writing all Inventions conceived, developed, authored or first reduced to practice by me, either alone or jointly with others (except to the extent that such disclosure would violate any confidentiality agreement executed subsequent to the termination of my employment or engagement as independent contractor). In addition, I will promptly disclose to the COMPANY all patent applications filed by me or on my behalf within a year after termination of employment or engagement as independent contractor.

2.5          Government or Third Party . As and to the extent directed by the COMPANY, I hereby assign all my right, title and interest in and to any particular COMPANY Invention to any third party designated by the COMPANY.

2.6          Works for Hire . I acknowledge that all the COMPANY Inventions that are or contain original works of authorship which were heretofore or are to be made by me (solely or jointly with others) within the scope of my employment or engagement as independent contractor and which are protectable by copyright are "works made for hire," pursuant to United States Copyright Act as amended (17 U.S.C., Section 101) as to which the COMPANY is to be considered as the author thereof for all purposes. I acknowledge that this provision is included solely for the purpose of determining ownership of COMPANY Inventions, and nothing herein shall be construed to alter my classification as an independent contractor or employee, as applicable, of the COMPANY.

2.7          Enforcement of Proprietary Rights . I will assist the COMPANY in every proper way to obtain, and from time to time enforce, Proprietary Rights relating to the COMPANY Inventions in any and all countries. To that end, I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the COMPANY may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and any assignment thereof to the COMPANY. Without limiting the generality of the foregoing, at the COMPANY’s request, I will execute, verify and deliver one or more separate forms of assignments of such Proprietary Rights to the COMPANY or its designee. My obligation to assist the COMPANY with respect to Proprietary Rights relating to such COMPANY Inventions in any and all countries shall continue beyond the termination of my employment or engagement as independent contractor with the COMPANY, but the COMPANY shall compensate me at a reasonable rate after such termination for documented out-of-pocket expenses and for the time actually spent by me at the COMPANY’s request on such assistance. In the event the COMPANY is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the COMPANY and its duly authorized officers or managers as my agent and attorney-in-fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the COMPANY any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement or other violation of any Proprietary Rights assigned hereunder to the COMPANY, and waive any and all rights to be attributed as the author or creator of any COMPANY Invention, and any " droit moral " or similar rights regarding the use or integrity of any COMPANY Invention, as may now or hereafter exist under any applicable law.

3.             RECORDS; THE COMPANY DOCUMENTS.

3.1        I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the COMPANY) of all Proprietary Information developed by me and all COMPANY Inventions made by me during the period of my employment or engagement as an independent contractor at the COMPANY, which records shall be available to and remain the sole property of the COMPANY at all times.

3.2        I agree that any property situated on the COMPANY’s premises and owned by the COMPANY, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the COMPANY personnel at any time with or without notice.

3.3        Upon termination of employment or engagement as an independent contractor with the COMPANY, I will deliver to the COMPANY any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing or describing any COMPANY Inventions or Proprietary Information. I also agree to cooperate with the COMPANY in completing and signing prior to leaving the employment or engagement as an independent contractor of the COMPANY, the COMPANY’s then standard termination statement that, among other things, reaffirms my obligations, acknowledgments, agreements and representations set forth herein. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certificate” attached hereto as Appendix A.

4.             ADDITIONAL ACTIVITIES.

I agree that for the period of my employment or engagement as an independent contractor with the COMPANY, as applicable, and for one (1) year after the date of termination of such employment or engagement, as applicable, for any reason whatsoever, I will not, either for myself or any other person or entity, directly or indirectly: (i) solicit or lure away (or attempt to solicit or lure away) any customers, licensors, licensees, or vendors of the COMPANY who were serviced by me or whose names became known to me while I was employed or engaged with the COMPANY; or (ii) induce any employee, vendor, licensee, licensor or contractor of the COMPANY to leave the employ or engagement as an independent contractor of the COMPANY or to alter their relationship with the COMPANY.

5.             NO CONFLICTING OBLIGATION.

I represent and warrant that my performance of all the terms of this Agreement as an employee or independent contractor of the COMPANY does not and will not breach any agreement to keep in confidence information acquired by me prior to my employment or engagement as an independent contractor by the COMPANY. I have not entered into, and I agree that I will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. I agree to indemnify and hold harmless the COMPANY from any loss, claim, damage, costs or expenses of any kind (including without limitation, reasonable attorney fees) to which the COMPANY may be subjected by virtue of my breaching any of my representations, warranties, and covenants contained in this Agreement.

6.             LEGAL AND EQUITABLE REMEDIES.

I hereby agree that because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the COMPANY, the COMPANY shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the COMPANY may have for a breach of this Agreement. To the extent that I breach this Agreement with respect to any Third Party Information, I acknowledge that such third party may be assigned the COMPANY’s right to enforce this Agreement.

7.             NOTICES.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

8.             NOTIFICATION OF NEW EMPLOYER.

In the event that I leave the employ or engagement as an independent contractor of the COMPANY, I hereby consent to the notification of my new employer or other person that engages me of my rights and obligations under this Agreement.

9.             GENERAL PROVISIONS.

9.1          Governing Law; Consent to Personal Jurisdiction . This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Los Angeles County, California for any lawsuit filed there against me by the COMPANY arising from or related to this Agreement.

9.2          Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing such provision, so as to be enforceable to the maximum extent permissible under the applicable law as then in effect.

9.3          Successors and Assigns . This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the COMPANY, its successors, and its assigns.

9.4          Survival . The provisions of this Agreement shall survive the termination of my employment or engagement as an independent contractor and the assignment of this Agreement by the COMPANY to any successor in interest or other assignee.

9.5          Employment/Engagement . I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment or engagement as an independent contractor, as applicable, by the COMPANY, nor shall it interfere in any way with my right or the COMPANY’s right to terminate such employment or engagement, as applicable, at any time, with or without cause.

9.6          Waiver . No waiver by the COMPANY of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the COMPANY of any right under this Agreement shall be construed as a waiver of any other right. The COMPANY shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.7          Nonassignable Inventions . This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter "Section 2870"). I have reviewed the notification on Exhibit B (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

9.8          Entire Agreement . The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed or engaged, or am in the future employed or engaged, by the COMPANY as an employee, consultant or otherwise, if no other agreement governs nondisclosure and assignment of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party against whom the amendment or modification is to be enforced to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

9.9          Review of Agreement . I acknowledge that I have had the opportunity to seek legal advice prior to signing this Agreement and have either done so or waive the right to do so. I have read this Agreement, including Exhibit B hereto, carefully and understand its terms. I have completely filled out Exhibits A and B to this Agreement.

This Agreement shall be effective as of March 19, 2019.

NOBLE VICI GROUP, INC.

CONSULTANT

EXHIBIT A

Prior Inventions

1. Except as listed in Item 2 below, the following is a complete list of all Prior Inventions (as defined in Section 2.2 of the foregoing Agreement) and the owner, in whole or in part, thereof.

Ö No Prior Inventions

□ As follows:

□ Additional sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Item 1 above with respect to Prior Inventions and the owner in whole, or in part, thereof, listed generally below, the duty of confidentiality with respect to which I owe to the following party(ies):

□ Additional sheets attached.

EXHIBIT B

Limited Exclusion Notification

This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the COMPANY does not require you to assign or offer to assign to the COMPANY any invention that you developed entirely on your own time without using the COMPANY’s equipment, supplies, facilities or trade secret information except for those Inventions that either:

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the COMPANY and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I acknowledge receipt of a copy of this notification.

APPENDIX A

TERMINATION CERTIFICATE

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to NOBLE VICI GROUP, INC., its subsidiaries, affiliates, successors or assigns (together the “ Company ”).

I further certify that I have complied with all the terms of the Company’s Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreement.

EXHIBIT C

NOBLE VICI GROUP, INC.

ACCREDITED INVESTOR QUESTIONNAIRE

In connection with that certain Merchant Acquisition Agreement, dated as of March 19, 2019, by and between LEW CHUEN CHEAH (the “ Consultant ”) and Noble Vici Group, Inc., a Delaware corporation (the “ Company ”), pursuant to which the Consultant has subscribed for, and (subject to acceptance by the Company) has agreed to acquire the Company, up to 14,320,000 shares (collectively, the “ Shares ”) of common stock, (“ Common Stock ”), of the Company, the undersigned represents and warrants to the Company as follows:

1. Status as “Accredited Investor ”

The undersigned understands that the sale of the Shares is limited solely to “Accredited Investors”, or “Non-US Person” as that term is defined under Regulation D of the Securities Act of 1933, as amended (the “ Act ”). Under Regulation D, individuals and entities meeting the qualifications set forth below are Accredited Investors. By checking one of the boxes set forth below, the undersigned represents and warrants to the Company that the undersigned is an Accredited Investor by reason of the qualifications described opposite the checked box:

A. Individual Investors .

B. Investor Entities .

2. Certification as to Location of Residence or Principal Place of Business . The undersigned represents and warrants to the Company that the undersigned is a resident of the location listed in the address of the undersigned set forth below, or, if the undersigned is an entity, that the principal place of business of the undersigned is such address.

Exhibit 10.3

V-MORE MERCHANT ACQUISITION AGREEMENT

This V-More Merchant Acquisition Agreement (this “Agreement”) is made as of March 19, 2019 (the ”Effective Date”), by and between Noble Vici Group, Inc., a Delaware corporation (“Company”), and the undersigned ("You" or “Consultant”).

1.       Engagement of Services; Term and Termination. This Agreement shall commence on the date first set forth above and shall expire March 19, 2022 (the “Term”) unless earlier terminated in accordance with this Agreement. During the Term, You agree, to the best of your ability, to render the services set forth in Exhibit A , attached hereto and incorporated herein (collectively, the “Services”), at such time as the Company may request in writing. The manner and means by which You choose to provide the Services are in your sole discretion and control. You shall perform the Services in a timely and professional manner consistent with industry standards, and at a location, place and time which the You deem appropriate. In rendering the Services, You agree to provide your own equipment, tools and other materials at your own expense. Company will make its facilities and equipment available to You upon your request. You may not subcontract or otherwise delegate your obligations under this Agreement without Company's prior written consent.

2.       Compensation and Registration Rights. As consideration for the Services, You shall be entitled to receive up to a maximum of Fourteen Million Three Hundred Twenty Thousand (14,320,000) shares of the Company’s common stock, valued at Two Dollars ($2.00) per share, as compensation (collectively, the “Shares”), upon the achievement of certain milestones as set forth in Exhibit A attached hereto and incorporated herein. In the event You fail to achieve one or more milestones, You acknowledge and agree that the Company shall not be obligated to issue the securities that would have been issuable upon the achievement of such milestone pursuant to this Agreement. You further agree that the Company shall be entitled to retain physical possession of all stock certificates representing the initial tranche of Seven Million One Hundred Sixty Thousand (7,160,000) shares of the Company’s common stock issuable to You pursuant to this Agreement in order to preserve its rights with respect to the Reimbursement Amount (as such term is hereinafter defined in Exhibit A . You shall be responsible for all expenses incurred in performing Services under this Agreement.

The Company shall use commercially reasonable efforts to register the Shares pursuant to a registration statement within six (6) months after the achievement of all milestones set forth in Exhibit A attached hereto and incorporated herein.

3.       Independent Contractor Relationship. Your relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. You are not an agent of Company and are not authorized to make any representation, contract, or commitment on behalf of Company. You will not be entitled to any of the benefits which Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. You will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to your performance of services and receipt of fees under this Agreement. Because You are an independent contractor, Company will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker's compensation insurance on your behalf. You agree to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to You, your agents or employees under this Agreement. You hereby agree to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.

4.       Trade Secrets - Intellectual Property Rights. You agree during the term of this Agreement and thereafter that You will be bound by the terms of that certain Proprietary Information and Inventions Agreement, a form of which is attached hereto as Exhibit B . You further agree that this Agreement shall not take effect and you shall not be entitled to any Shares until such time as you have delivered to the Company an executed copy of such Proprietary Information and Inventions Agreement and this Agreement.

5.       Your Representations and Warranties. You hereby represent and warrant as of the date of this Agreement and as of each date any Shares are granted and issued to You:

Accredited Investor Representations and Warranties

Non-U.S. Person Representations and Warranties

6.       Restrictions on Transfer of Shares.

6.1.        No Transfer; Opinion of Counsel . You acknowledge that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, You acknowledge and agree that You shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

6.2.        Restrictive Legends . You are acquiring the Shares for Your own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. You consent to the placement of the following legend on the stock certificate(s) representing the Shares until such time as the Shares are eligible for sale under Rule 144(k) under the Securities Act and prior to the registration for resale thereof:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), AND MAY NOT BE OFFERED OR SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS BY OR ON BEHALF OF ANY U.S. PERSON, UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT WITH RESPECT THERETO OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION AND A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED AND (II) OUTSIDE THE UNITED STATES, UNLESS IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT AND THE PURCHASER IN SUCH TRANSACTION PROVIDES A CERTIFICATION TO THE ISSUER THAT IT IS A NON-U.S. PERSON. EACH BENEFICIAL HOLDER, BY ACCEPTING AN INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AGREES THAT ANY HEDGING TRANSACTION INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.”

7.       Indemnification. You will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any representation, warranty or obligation of You (a "Claim") set forth in Section 5 of this Agreement, provided that Company gives You written notice of any such Claim and You have the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to You of any such Claim, Company shall have the right to withhold from any payments due to You under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for your obligations under this Section 7.

8.1       Termination by the Parties. This Agreement may be terminated:

(a) by You at any time during the Term prior to the expiration of the Term by delivering written notice to the Company in accordance with the provisions of Section 9.4 hereof;

(b) by Company upon Your death or permanent disability. You shall be considered permanently disabled if, for a period of forty-five (45) consecutive days, or ninety (90) days during any one (1) year period, You, as a result of a physical or mental disability, are incapable, after reasonable accommodation, of performing Your duties under this Agreement. In the event of a dispute as to whether You are permanently disabled, Company may at its expense refer the matter to a mutually acceptable licensed practicing physician, and You agree to submit to such tests and examinations as such physician shall deem appropriate;

(c) Immediately upon written notice from Company to You that this Agreement is being terminated for “Cause,” As used herein, for “ Cause ” means a termination of Your engagement by Company due to:

(1) Your continued gross negligence and or willful misconduct in the performance of Your duties (including but not limited to embezzlement, fraud or deceit), which has a direct material adverse effect on the Company;

(2) the indictment or conviction (by trial, upon a plea or otherwise) of Consultant, or the admission of guilt by Consultant, of: (i) a breach of fiduciary duty to the Company; or (ii) a felony or a crime involving moral turpitude or any other act of dishonesty, fraud or deceit that is punishable by imprisonment of thirty (30) days or more, provided, however, that nothing in this Agreement shall obligate the Company to pay any compensation or benefits during any period that You are unable to perform Your duties hereunder due to any incarceration, and also provided, however, that nothing shall prevent Your termination under another section of this Agreement if it provides independent grounds for termination; or

(3) any material breach of this Agreement which has not been cured within thirty (30) days of receipt of written notice thereof, or with respect to material breaches that reasonably cannot be cured within a thirty (30) day period, the failure to commence good faith efforts to cure such breach within such thirty (30) day period.

In the event this Agreement is terminated for any reason prior to the expiration of the Term, You shall reimburse the Company in an amount equal to the Reimbursement Amount (as such term is defined in Exhibit A , attached hereto and incorporated herein, which Reimbursement Amount shall be payable in cash or such other property as may be mutually acceptable to the parties hereto.

8.2       Return of Company Property. Upon expiration or earlier termination of the Agreement, You will deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material required to be returned as set forth in the Proprietary Information and Inventions Agreement. You further agree that any property situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

9.       General Provisions.

9.1       Governing Law. This Agreement will be governed and construed in accordance with the laws of Singapore without regard to its conflicts of laws principles. You hereby expressly consent to the personal jurisdiction of the courts located in Singapore for any lawsuit filed there against You by Company arising from or related to this Agreement.

9.2       Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.3       No Assignment. This Agreement may not be assigned by You without Company's consent, and any such attempted assignment shall be void and of no effect.

9.4       Notices. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by overnight courier or registered or certified mail, postage prepaid and return receipt requested, faxed (with machine generated delivery confirmation) to the address or facsimile number set forth below the signature of the party or delivered by hand to the party to whom such notice is required or permitted to be given. Any notice under this Agreement shall be deemed to have been given on the earlier to occur of (a) the date such notice is received, (b) three (3) days after the date of mailing if sent by certified or registered mail, (c) one (1) day after the date such notice is delivered to the overnight courier service if sent by overnight courier, or (d) the next business day following transmission by facsimile.

9.5       Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

9.6       Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to Company for which there may be no adequate remedy at law, and Company is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate.

9.7       Survival. The following provisions shall survive termination of this Agreement: Sections 5 through and including Section 9.

9.8       Waiver. No waiver by Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right. Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.9       Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.

9.10     Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. A faxed signature shall have the same legally binding effect as an original signature.

[ The remainder of this page has been intentionally left blank .]

In Witness Whereof, the parties have caused this Merchant Acquisition Agreement to be executed by their duly authorized representative.

Company:

Noble Vici Group, INC.,

a Delaware corporation

By: /s/ Eldee Wai Chong Tang                     

Eldee Wai Chong Tang, Chief Executive Officer

You:

/s/ YANG SHANG YUE                      

YANG SHANG YUE                       

(Printed Name)

EXHIBIT A

DESCRIPTION OF SERVICES

During the Term, You agree to perform the following Services in the territory of Shanghai, China (the “Territory”):

Compensation: Fourteen Million Three Hundred Twenty Thousand (14,320,000) Shares of the Company’s common stock at a per share price of Two Dollars ($2.00) upon the achievement of the following milestones:

*In the event You fail to cause 100 Merchants located in the Territory to enter into written agreements acceptable to the Company to participate in the Company’s V-More platform prior to the termination of this Agreement, You shall reimburse the Company in an amount equal to the amount determined below (the “Reimbursement Amount”):

100- Number of Merchants Acquired   X  7,160,000  X  2 = Reimbursement Amount

100

The Reimbursement Amount may be payable in cash or such other property as may be mutually acceptable to the parties hereto.

EXHIBIT B

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

In consideration of my employment or engagement as an independent contractor or continued employment or engagement as an independent contractor by Noble Vici Group, Inc. (the "Company"), as applicable, and the compensation now and hereafter paid to me, I hereby agree as follows:

1.             NONDISCLOSURE.

1.1       Recognition of Company’s Rights; Nondisclosure. At all times during my employment as an employee or engagement as an independent contractor, as applicable, and thereafter, I will hold in strictest confidence and will not disclose, use or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with my work for the Company. Without limiting the generality of the foregoing, I will obtain the COMPANY’s written approval before publishing, distributing or submitting for publication or distribution any material (written, verbal, or otherwise) that relates to my work at the COMPANY and/or incorporates any Proprietary Information. I hereby assign to the COMPANY any rights I may have or acquire in or to such Proprietary Information, and recognize that all Proprietary Information shall be the sole property of the COMPANY and its assigns.

1.2       Proprietary Information. The term "Proprietary Information" shall mean any and all confidential or proprietary knowledge, data or information relating to the COMPANY, its actual, proposed and previous business, activities, products, services, technology, personnel, customers, and research and development including by way of illustration but not limitation, all: (a) trade secrets, inventions, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and the physical embodiments thereof, including works-in-progress (hereinafter collectively referred to as "Inventions"); and (b) information regarding research, development, new products, marketing and selling, business plans, forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees, directors or contractors of the COMPANY. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information that is generally known in the trade or industry, and my own general skills, knowledge, and experience to whatever extent and in whichever way I wish. "Proprietary Information", as used herein, also includes "Third Party Information" as defined in Section 1.3 below.

1.3       Third Party Information. I acknowledge that the COMPANY has received and in the future will receive from third parties confidential or proprietary information subject to a duty on the COMPANY’s part to maintain the confidentiality of such information and to use it only for certain limited purposes ("Third Party Information"). During the term of my employment or engagement as independent contractor and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than the COMPANY personnel who need to know such information in connection with their work for the COMPANY), use or publish, except in connection with my work for the COMPANY, Third Party Information unless expressly authorized in writing by an authorized officer or manager of the COMPANY prior to such disclosure, use or publication.

1.4       No Improper Use of Information of Prior Employers and Others. During my employment or engagement as independent contractor by the COMPANY I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the COMPANY any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. In the performance of my duties I will use only information which is generally known and used by persons with general skills, knowledge and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided by the COMPANY.

2.             ASSIGNMENT OF INVENTIONS.

2.1          Proprietary Rights . The term "Proprietary Rights" shall mean all trade secret, patent, copyright, trademark, and other intellectual property rights throughout the world.

2.2          Prior Inventions . Inventions, if any, patented or unpatented, registered or unregistered, which I made, conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed, authored or first reduced to practice or caused to be conceived, developed, authored or first reduced to practice prior to the commencement of my employment or engagement as independent contractor with the COMPANY, that I consider to be my property or the property of third parties (except to the extent that I have assigned all my right, title and interest in such invention to a former employer) and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Item 1 of Exhibit A but am only to disclose, in Item 2 of Exhibit A, a cursory name for each such invention and the party to whom the duty of confidentiality is owed. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment or engagement as independent contractor with the COMPANY, I incorporate a Prior Invention which I own or have the right to license into the COMPANY product, process or machine (or use such Prior Invention to create a COMPANY product, process or machine), the COMPANY is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any the COMPANY Inventions (or use such Prior Invention to create a COMPANY product, process or machine) without the COMPANY’s prior written consent.

2.3          Assignment of Inventions . To the extent that the COMPANY is not considered the original author pursuant to Section 2.6 or as a matter of law, I hereby assign to the COMPANY or, at the COMPANY’s discretion, to a third party pursuant to Section 2.5, all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable, conceived, developed, authored or first reduced to practice by me, either alone or jointly with others, during the period of my employment or engagement as independent contractor with the COMPANY that (i) relate to the actual or anticipated business, activities, products, services, or research of the COMPANY, (ii) result from or is suggested by work performed by me for the COMPANY (whether or not conceived, developed, authored or first reduced to practice during normal working hours or on the premises of the COMPANY), or (iii) result, to any extent, from use of the COMPANY’s premises or property (the “COMPANY Inventions").

2.4          Obligation to Keep THE COMPANY Informed . During the period of my employment or engagement as independent contractor and for twelve (12) months after termination of my employment or engagement as independent contractor with the COMPANY, I will promptly disclose to the COMPANY, fully and in writing all Inventions conceived, developed, authored or first reduced to practice by me, either alone or jointly with others (except to the extent that such disclosure would violate any confidentiality agreement executed subsequent to the termination of my employment or engagement as independent contractor). In addition, I will promptly disclose to the COMPANY all patent applications filed by me or on my behalf within a year after termination of employment or engagement as independent contractor.

2.5          Government or Third Party . As and to the extent directed by the COMPANY, I hereby assign all my right, title and interest in and to any particular COMPANY Invention to any third party designated by the COMPANY.

2.6          Works for Hire . I acknowledge that all the COMPANY Inventions that are or contain original works of authorship which were heretofore or are to be made by me (solely or jointly with others) within the scope of my employment or engagement as independent contractor and which are protectable by copyright are "works made for hire," pursuant to United States Copyright Act as amended (17 U.S.C., Section 101) as to which the COMPANY is to be considered as the author thereof for all purposes. I acknowledge that this provision is included solely for the purpose of determining ownership of COMPANY Inventions, and nothing herein shall be construed to alter my classification as an independent contractor or employee, as applicable, of the COMPANY.

2.7          Enforcement of Proprietary Rights . I will assist the COMPANY in every proper way to obtain, and from time to time enforce, Proprietary Rights relating to the COMPANY Inventions in any and all countries. To that end, I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the COMPANY may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and any assignment thereof to the COMPANY. Without limiting the generality of the foregoing, at the COMPANY’s request, I will execute, verify and deliver one or more separate forms of assignments of such Proprietary Rights to the COMPANY or its designee. My obligation to assist the COMPANY with respect to Proprietary Rights relating to such COMPANY Inventions in any and all countries shall continue beyond the termination of my employment or engagement as independent contractor with the COMPANY, but the COMPANY shall compensate me at a reasonable rate after such termination for documented out-of-pocket expenses and for the time actually spent by me at the COMPANY’s request on such assistance. In the event the COMPANY is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the COMPANY and its duly authorized officers or managers as my agent and attorney-in-fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the COMPANY any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement or other violation of any Proprietary Rights assigned hereunder to the COMPANY, and waive any and all rights to be attributed as the author or creator of any COMPANY Invention, and any " droit moral " or similar rights regarding the use or integrity of any COMPANY Invention, as may now or hereafter exist under any applicable law.

3.             RECORDS; THE COMPANY DOCUMENTS.

3.1        I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the COMPANY) of all Proprietary Information developed by me and all COMPANY Inventions made by me during the period of my employment or engagement as an independent contractor at the COMPANY, which records shall be available to and remain the sole property of the COMPANY at all times.

3.2        I agree that any property situated on the COMPANY’s premises and owned by the COMPANY, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the COMPANY personnel at any time with or without notice.

3.3        Upon termination of employment or engagement as an independent contractor with the COMPANY, I will deliver to the COMPANY any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing or describing any COMPANY Inventions or Proprietary Information. I also agree to cooperate with the COMPANY in completing and signing prior to leaving the employment or engagement as an independent contractor of the COMPANY, the COMPANY’s then standard termination statement that, among other things, reaffirms my obligations, acknowledgments, agreements and representations set forth herein. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certificate” attached hereto as Appendix A.

4.             ADDITIONAL ACTIVITIES.

I agree that for the period of my employment or engagement as an independent contractor with the COMPANY, as applicable, and for one (1) year after the date of termination of such employment or engagement, as applicable, for any reason whatsoever, I will not, either for myself or any other person or entity, directly or indirectly: (i) solicit or lure away (or attempt to solicit or lure away) any customers, licensors, licensees, or vendors of the COMPANY who were serviced by me or whose names became known to me while I was employed or engaged with the COMPANY; or (ii) induce any employee, vendor, licensee, licensor or contractor of the COMPANY to leave the employ or engagement as an independent contractor of the COMPANY or to alter their relationship with the COMPANY.

5.             NO CONFLICTING OBLIGATION.

I represent and warrant that my performance of all the terms of this Agreement as an employee or independent contractor of the COMPANY does not and will not breach any agreement to keep in confidence information acquired by me prior to my employment or engagement as an independent contractor by the COMPANY. I have not entered into, and I agree that I will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. I agree to indemnify and hold harmless the COMPANY from any loss, claim, damage, costs or expenses of any kind (including without limitation, reasonable attorney fees) to which the COMPANY may be subjected by virtue of my breaching any of my representations, warranties, and covenants contained in this Agreement.

6.             LEGAL AND EQUITABLE REMEDIES.

I hereby agree that because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the COMPANY, the COMPANY shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the COMPANY may have for a breach of this Agreement. To the extent that I breach this Agreement with respect to any Third Party Information, I acknowledge that such third party may be assigned the COMPANY’s right to enforce this Agreement.

7.             NOTICES.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

8.             NOTIFICATION OF NEW EMPLOYER.

In the event that I leave the employ or engagement as an independent contractor of the COMPANY, I hereby consent to the notification of my new employer or other person that engages me of my rights and obligations under this Agreement.

9.             GENERAL PROVISIONS.

9.1          Governing Law; Consent to Personal Jurisdiction . This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Los Angeles County, California for any lawsuit filed there against me by the COMPANY arising from or related to this Agreement.

9.2          Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing such provision, so as to be enforceable to the maximum extent permissible under the applicable law as then in effect.

9.3          Successors and Assigns . This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the COMPANY, its successors, and its assigns.

9.4          Survival . The provisions of this Agreement shall survive the termination of my employment or engagement as an independent contractor and the assignment of this Agreement by the COMPANY to any successor in interest or other assignee.

9.5          Employment/Engagement . I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment or engagement as an independent contractor, as applicable, by the COMPANY, nor shall it interfere in any way with my right or the COMPANY’s right to terminate such employment or engagement, as applicable, at any time, with or without cause.

9.6          Waiver . No waiver by the COMPANY of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the COMPANY of any right under this Agreement shall be construed as a waiver of any other right. The COMPANY shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.7          Nonassignable Inventions . This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter "Section 2870"). I have reviewed the notification on Exhibit B (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

9.8          Entire Agreement . The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed or engaged, or am in the future employed or engaged, by the COMPANY as an employee, consultant or otherwise, if no other agreement governs nondisclosure and assignment of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party against whom the amendment or modification is to be enforced to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

9.9          Review of Agreement . I acknowledge that I have had the opportunity to seek legal advice prior to signing this Agreement and have either done so or waive the right to do so. I have read this Agreement, including Exhibit B hereto, carefully and understand its terms. I have completely filled out Exhibits A and B to this Agreement.

This Agreement shall be effective as of March 19, 2019.

NOBLE VICI GROUP, INC.

CONSULTANT

EXHIBIT A

Prior Inventions

1. Except as listed in Item 2 below, the following is a complete list of all Prior Inventions (as defined in Section 2.2 of the foregoing Agreement) and the owner, in whole or in part, thereof.

Ö No Prior Inventions

□ As follows:

□ Additional sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Item 1 above with respect to Prior Inventions and the owner in whole, or in part, thereof, listed generally below, the duty of confidentiality with respect to which I owe to the following party(ies):

□ Additional sheets attached.

EXHIBIT B

Limited Exclusion Notification

This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the COMPANY does not require you to assign or offer to assign to the COMPANY any invention that you developed entirely on your own time without using the COMPANY’s equipment, supplies, facilities or trade secret information except for those Inventions that either:

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the COMPANY and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I acknowledge receipt of a copy of this notification.

APPENDIX A

TERMINATION CERTIFICATE

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to NOBLE VICI GROUP, INC., its subsidiaries, affiliates, successors or assigns (together the “ Company ”).

I further certify that I have complied with all the terms of the Company’s Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions and original works of authorship, conceived or made by me (solely or jointly with others) covered by that agreement.

EXHIBIT C

NOBLE VICI GROUP, INC.

ACCREDITED INVESTOR QUESTIONNAIRE

In connection with that certain Merchant Acquisition Agreement, dated as of March 19, 2019, by and between LEW CHUEN CHEAH (the “ Consultant ”) and Noble Vici Group, Inc., a Delaware corporation (the “ Company ”), pursuant to which the Consultant has subscribed for, and (subject to acceptance by the Company) has agreed to acquire the Company, up to 14,320,000 shares (collectively, the “ Shares ”) of common stock, (“ Common Stock ”), of the Company, the undersigned represents and warrants to the Company as follows:

1. Status as “Accredited Investor ”

The undersigned understands that the sale of the Shares is limited solely to “Accredited Investors”, or “Non-US Person” as that term is defined under Regulation D of the Securities Act of 1933, as amended (the “ Act ”). Under Regulation D, individuals and entities meeting the qualifications set forth below are Accredited Investors. By checking one of the boxes set forth below, the undersigned represents and warrants to the Company that the undersigned is an Accredited Investor by reason of the qualifications described opposite the checked box:

A. Individual Investors .

B. Investor Entities .

2. Certification as to Location of Residence or Principal Place of Business . The undersigned represents and warrants to the Company that the undersigned is a resident of the location listed in the address of the undersigned set forth below, or, if the undersigned is an entity, that the principal place of business of the undersigned is such address.

Exhibit 10.4

Date: March 19, 2019

Sukullayanee Suwunnavid

3016 Emporium Suites 622 Sukhumvit 24 Alley,

Klongton Khet Khlong Toei,

Krung Thep Maha Nakhon 10110,

Thailand

RE: CONSULTING AGREEMENT

Dear Ms Sukullayanee Suwunnavid,

Noble Vici Group, Inc. (the “Corporation”), Ventrepreneur (SG) Private Limited (“VEPL”) and VenVici Private Limited (“VVPL”) (collectively, “We”) would like to thank you, Sukullayanee Suwunnavid (“Consultant”) for agreeing to supply certain digital offerings and services (“Services”) to VVPL’s customers through VEPL. You will supply and provide the fulfilment of our customers order through your arranged online platform and its related digital offerings.

This letter sets forth our agreement whereby Consultant agrees to accept shares of the Corporation’s common stock, par value $0.0001 (“Common Stock”), as payment in full for the Services and the satisfaction of all of our obligations under our arrangement with Consultant with respect to the Services. In determining the amount of shares of Common Stock to be issued, we have carefully considered a number of factors including our share price and the type and amount of digital products and services offered, among other things.

After due consideration, we hereby offer to issue Ten Million (10,000,000) shares of the Corporation’s Common Stock, par value $0.0001 (the “Shares”), at a per share price of US$2.00, as payment in full for the Services and the satisfaction of all of the obligations of the Corporation, VEPL, VVPL and their affiliates and subsidiaries under our arrangement with Consultant with respect to the Services. We further agree to register the Shares for on a registration statement with the United States Securities and Exchange Commission within six (6) months after the date of this letter.

The Corporation agrees that Consultant shall be entitled to engage subcontractors, including without limitation, Fame Reserve Limited, to assist it in providing the Services.

If the terms of this letter are acceptable to you, please indicate your acceptance by your signature below. Thank you for your interest in the Corporation.

Yours Sincerely,

/s/ Eldee Tang

Eldee Tang

Chief Executive Officer & Director

Noble Vici Group, Inc.

ACKNOWLEDGED AND AGREED

/s/ Sukullayanee Suwunnavid

Sukullayanee Suwunnavid

Dated this 19th day, March 2019