Subcontractor agreement between Costas Inc. and Mr. John Kim dated August 31, 2022

EXHIBIT 10.7

This Subcontractor Agreement (the "Agreement") is made and effective this August 31^st, 2022,

WHEREAS the Contractor previously completed its Asset Purchase Agreement with Prime Dental Lab LLC (“PDL”) to acquire substantially all of the assets of PDL, including but not limited to, certain equipment, materials, tools, supplies, customer lists and associated contracts. Therefore, in order to assist with the Contractor’s performance in accordance with various contract documents and specifications for certain work requested by the Contractor’s clients (henceforth "Clients"), the Contractor seeks to engage the Subcontractor to furnish labor and to oversee the manufacture the certain dental prosthetics and orthodontics to be provided to Clients while utilizing assets owned by the Contractor:

WHEREAS the manufacturing of various dental prosthetics and orthodontics by the Contractor for its Clients shall be managed in accordance with this Agreement by the Subcontractor at the principal operating office of the Contractor located at 1008 N Pine Hills Road, Orlando, FL 32808 (henceforth the “Project”): and

WHEREAS Contractor desires to retain Subcontractor to oversee certain contract work for its Clients in accordance with various contract documents and specifications and/or to furnish labor for The Project;

NOW THEREFORE Contractor and Subcontractor agree as follows:

1. SUBCONTRACTOR WORK

In accordance with this Agreement, the Subcontractor shall be engaged as an independent contractor only and shall provide administration and/or labor as necessary to properly assist the Contractor in completing the Project for its Clients (the “Subcontractor Work").

For clarity, the Contractor shall be required to provide all materials, tools, supplies, equipment, services, and facilities necessary for completion of the Project while the Subcontractor shall only provide supervision and administration as necessary for the Subcontractor to properly assist in completing the Project.

SEE EXHIBIT A: List of Products and Services.

2. SUBCONTRACTOR PRICE

In consideration of Subcontractor's performance of this Agreement, and at the times and subject to the terms and conditions outlined in this Agreement, Contractor shall pay to Subcontractor the total sum of the mutually agreed upon amount relative to the work performed and billed, hereinafter "Subcontract Price." The amount of the Subcontract Price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the Subcontract Price shall be adjusted by the Contractor accordingly.

3. SPECIAL CONDITIONS

The Special Conditions to Subcontractor are incorporated in this Agreement as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions.

4. COMMUNICATION AND NOTICE

5. GOVERNING LAW AND RULES OF CONSTRUCTION

6. AMENDMENT

This Agreement shall only be amended or modified by written document executed by authorized representatives of both the Contractor and Subcontractor. This Agreement supersedes all prior representations made by Contractor.

7. ARBITRATION

Any and all disputes or claims between the Contractor and the Subcontractor arising out of this Agreement shall be resolved by submission of the same to FLORIDA CIRCUIT-CIVIL MEDIATOR SOCIETY, for resolution by binding arbitration according to Florida's Rules of Arbitration. In so agreeing the parties expressly waive their right to a jury trial, if any, on these issues and further agree that the award of the arbitrator shall be final and binding upon them as though rendered by a court of law and shall be enforceable in any court having jurisdiction over the same.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Exhibit A – List of Products and Services