MEMORANDUM OF AGREEMENT

KNOW BY ALL MEN BY THESE PRESENTS

This AGREEMENT is made and entered in this October ___, 2017 in Cebu City,
Philippines, by and between :

FLACS TRADING, manufacturer of Flacs Probiotic Health Soap, with principal office
at 84 B-3 P. Del Rosario Extension Cebu City, Philippines, represented by its owner, MR.
NORMAN N. SALUNTAO, hereinafter referred to as FIRST PARTY;

-and-

SKYCRAPERS INTERNATIONAL CEBU, a company duly organized and existing

under the virtue of the laws of the Republic of the Philippines, with principal office at Groud
Floor, Crown Regency Hotel, Osmeňa Boulevard, Cebu City, Philippines, represented by its
Owner MR. EDDIE L. MAHILUM, hereinafter referred to as SECOND PARTY;

WITNESSETH:

WHEREAS, the FIRST PARTY is the sole manufacturer of FLACS PROBIOTIC

SOAP, a probiotic product, hereinafter collectively referred to as “PRODUCTS”;

WHEREAS, FIRST PARTY desires to appoint SECOND PARTY as EXCLUSIVE

DISTRIBUTOR of all the PRODUCTS manufactured by the FIRST PARTY, in selected
Supermarket, all Secondary and Tertiary accounts, Local Pharmacy Outlets in the Province of
Cebu, hereinafter referred to as TERRITORY;

WHEREAS, the SECOND PARTY will also perform the duties of a third party logistics
provider for FLACS PROBIOTIC SOAP products sold to the chain and key accounts of the
TERRITORY as booked by sales representative;

WHEREAS, the SECOND PARTY may conduct promotional activities in designated

areas as necessary to build business;

NOW THEREFORE, for and in consideration of the foregoing premises and covenants
stipulation hereinafter provided, FIRST PARTY hereby engages the SECOND PARTY
services and agrees to render the exclusive distributorship for FLACS PROBIOTIC SOAP
products, subject to the following terms and conditions.

1. TERM. The term of this Agreement shall be for a period of ten (10) years
counted from the date this contract is executed. This contract may be extended
for another period of ten (10) years or for a longer term subject for review and
revision with mutual agreement of the two parties.

2. OBLIGATIONS. The SECOND PARTY guarantees to the FIRST PARTY

that throughout the term of this Agreement, it shall conduct product
disributuion and merchandising in a timely, efficient, competitive and proper
manner as prescribed by and perform all obligations and conditions of this
Agreement in the manner that satisfies the requirement of the FIRST PARTY;

3. The SECOND PARTY agrees to this agreement and will devote such time and
effects necessary to distribute FLACS PROBIOTIC SOAP products of the
FIRST PARTY. The SECOND PARTY is bound by this contract to exert its

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 best effort to distribute FIRST PARTY products to specified territories within
CEBU PROVINCE.

4. The SECOND PARTY shall acquire/deploy delivery equipment at his own

expense to include costs of maintenance, fuel, oil, manpower and other related
expenses pertaining to motorized vehicles.

5. The SECOND PARTY will neither seek customers from nor in any way
promote FIRST PARTY products outside and above territory. Likewise, the
DISTRIBUTOR shall not distribute products which are in direct competition
with or confusingly similar to or embodying the same qualities as the products
of FIRST PARTY.

6. While the products are under the custody of the SECOND PARTY, the
SECOND PARTY shall be liable for losses or damages thereof including
breakages whatever maybe the cause of such loss or damage.

7. The SECOND PARTY will issue its own Purchase Order form for requisition
of FIRST PARTY products and use its own accountable forms for its sales and
collection operations.

8. The SECOND PARTY is required to have a minimum monthly quota of 1000

FLACS PROBIOTIC SOAP purchase.

9. All purchases shall be made by the SECOND PARTY to the FIRST PARTY
in cash on every deliveries basis.

10. SECOND PARTY is liable to FIRST PARTY for all unpaid invoices issued.
On the other hand, the FIRST PARTY has no direct buyer-seller relationship
with the customers of the SECOND PARTY.

11. The SECOND PARTY shall pay all taxes (local and/or national) pertaining to
its operations and shall obtain all permits and licenses necessary for its
undertaking or as may be required by government authorities and shall comply
with all business laws, ordinances and regulations.

IN WITNESS WHEREOF, we have hereunto affix our signatures this _____ October
2017 at Cebu City, Philippines.

FLACS TRADING SKYCRAPERS INTERNATIONAL CEBU

First Party Second Party

Represented by: Represented by:

NORMAN N. SALUNTAO EDDIE L. MAHILUM

SIGNED IN THE PRESENCE OF:

1.___________________________ 2.________________________
Witness Witness

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 ACKNOWLEDGMENT

Republic of the Philippines)

City of Cebu ) S.S.

BEFORE ME, a Notary Public, for and in the City of Cebu, this____day of October
2017 personally appeared:

Name Identification Card Issued On/At

1. _____________________ ________________ ____________

2.______________________ ________________ ____________

all known to me to be the same persons who executed the foregoing instrument and hereby
acknowledged to me that the same is their free and voluntary act and deed.

This instrument consisting of three (3) pages, including this page on which this acknowledgment
is written refers to a DEED OF DONATION and has been signed by the parties and their
witnesses and sealed with my notarial seal.

WITNESS MY HAND AND NOTARIAL SEAL.

Doc. No. ____ Notary Public

Page No. ____
Book No. ____
Series of 2017.