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JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: This Joint Venture Agreement is entered into by and between JOHNNY N. SY and LINDA SY, both of legal ages, married to each other, Filipinos, and a resident of No. 8 San Roque Village, Baguio City, hereinafter referred to as the FIRST PARTY; - and PILAR GO, Filipino-Chinese, of legal age, and a resident of ____________________, Pasig City and hereinafter referred to as the SECOND PARTY. WITNESSETH WHEREAS, the FIRST PARTY is a registered inventor duly certified by the Intellectual Property Office (IPO) and the Department of Science and Technology (DOST) with the object of promoting, developing and commercializing Filipino Inventions and has been operating the production and marketing of invention products with business address located at 207 Laperal Building, Baguio City and desires for business expansion. WHEREAS, the SECOND PARTY has also been carrying a business of distributing company. With the business address at ____________________________________ Pasig City. WHEREAS, both parties have agreed to carry out such business expansion through production or manufacturing and marketing of food and beverage inventions by way of joint venture operation; NOW THEREFORE, for and in consideration of the foregoing premises the parties agree to the following terms and conditions, to wit: 1. The FIRST PARTY shall give a full authority to the SECOND PARTY to produce or manufacture and sell or distribute the above-stated invention products being carried out by the former in order to cope up with the market demands locally or globally; . 2. The SECOND PARTY shall provide the basic raw materials and necessary facility and equipment required in the production or manufacturing to include the quality standard facility requirement for food factory and sanitation while the FIRST PARTY shall provide the necessary staff and other raw materials for the production of first partys food products invention; 3. That the SECOND PARTY shall be responsible for securing permits, licenses and all other government formalities covering the establishment and operation of its manufacturing and marketing part of the business; 4. That the FIRST PARTY and SECOND PARTY shall agree to jointly handle the technical and administrative management subject to the exigency of the production and marketing operation; 5. That the FIRST PARTY and SECOND PARTY shall agree to have an equal or 50-50 profit sharing or 50% share in favor of each party based on the annual net profit.

INJUNCTIVE RELIEF The SECOND PARTY acknowledges that a breach of this agreement would cause the FIRST PARTY irreparable harm, for which money is an inadequate compensation. SECOND PARTY agrees that the FIRST PARTY shall be entitled to injunctive relief and specific performance to enforce this Agreement, in addition to damages and other available remedies. ADDITIONAL REMEDIES Nothing in this Agreement is intended to restrict or limit any rights that the FIRST PARTY may have, including enforcement rights under the Civil Code of the Philippines. COOPERATION AND FURTHER ACTIONS The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Joint Venture Agreement. LIQUIDATED DAMAGES The SECOND PARTY acknowledges that a breach of any of the terms, conditions, obligations or provisions hereof, constitutes a material breach of this Agreement and causes irreparable harm and damages for which money is an inadequate compensation. In this event, the SECOND PARTY agrees to pay Liquidated damages in the amount of ONE HUNDRED PERCENT (100%) of the total capital of which the FIRST PARTY would have been entitled to; Both parties shall faithfully comply with their respective obligations under this Joint Venture Agreement: IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of July 2012 in Baguio City, Philippines. FOR THE FIRST PARTY: JOHNNY N. SY CTC. No __________ Issued at Baguio City Issued on _________ FOR THE SECOND PARTY: PILAR GO CTC. No__________ Issued at Baguio City Issued on _________ WITNESSES: 1. ______________________________ 2. ______________________________ LINDA SY CTC. No _________ Issued at Baguio City Issued on ________

ACKNOWLEDGEMENT (REPUBLIC OF THE PHILIPPINES) (CITY OF BAGUIO----------------------) S.S. BEFORE ME, a Notary Public for and in the City of Baguio this 16th day of July 2012, personally appeared the above-named parties known to me to be that same persons who executed the foregoing instrument and they acknowledged to me that the same is their free act and deed and that their identities were further identified based on competent evidence that they have exhibited. This Joint Venture of Agreement, consisting of two (2) pages, including the page in which this acknowledgement was written, has been signed by the parties and their witnesses on all pages and sealed with my notary seal. WITNESS MY HAND AND SEAL. NOTARY PUBLIC Doc. No. ______ Page No. ______ Book No. ______ Series of 2012.