DISTRIBUTION AGREEMENT

This AGREEMENT made and executed this ___ day of ____________ 2020 at
________________________________________ by and between:

EVERBEAUTY HEALTH PRODUCTS INC., a corporation duly

organized, registered, and existing under the laws of the Republic of the
Philippines, engaged in the business of importing beauty and health
products from Korea, whose address is located in 145 Quezon Avenue,
Quezon City, represented by its by its CEO, Marlyn Lim, herein referred
to as “EverBeauty”

-and-

MABUHAY SALES INC., in the business of distribution, with its head

office is located in 35 J.P Rizal Street, Cabuyao, Laguna, represented by
its founder and president, Arturo Macapagal, herein referred to as
“MSI.”

EverBeauty and MSI are collectively called the “Parties” and

individually called a “Party.”

WITNESSETH:

WHEREAS, the Parties desire to enter a distribution agreement;

WHEREAS, EverBeautyis engaged in the business of importing beauty and health products from
Korea;

WHEREAS, EverBeauty will import and provide beauty and health products to MSI for
distribution and sale;

NOW THEREFORE, in order to comply with the terms and conditions of their mutual
agreements, the Parties hereby covenant and agree as follows:

ARTICLE I.
PRODUCTS

Section 1.01. Products of the Distribution Agreement. The products covered are 5 stock keeping
units (sku) described below with the prices by which EverBeauty shall sell to MSI plus 12%
VAT. The prices are good up to the end of 2018, after which EverBeauty may increase its prices
to MSI provided it is given 30 days notice.

Product Size Price per case Price per

(Php) piece
1) GoldCream Skin Cleanser 250 ml x 8,640 360
24units
2) GoldCream Skin Cleanser 150 ml x 36 9,020 250
3) GoldCream Moisturizing 237 ml x 36 16,200 450
Lotion
4) GoldCream Moisturizing 453g x 24 20,160 840
 Lotion
5) GoldCream Sun Block Lotion 207ml x 36 19,800 550

ARTICLE II.
TERRITORY AND CHANNEL

Section 2.01. Territory of the Sale of the Product. MSI shall sell only in the island of Luzon and
only to the following channel or type of stores: a.) stand alone Health and Beauty Stores, b.)
Drug Stores and c.) Convenient stores. MSI shall not sell to the following department stores: a.)
SM, b.) Robinson, c.) LandMark, d.) PureGold , e.) supermarkets and f.) grocery stores.

Section 2.02. Division of Territory and Channel. EverBeauty can divide the Territory or
Channel assigned to MSI for whatever reason provided MSI is given 30 days notice.

ARTICLE III.
GENERAL OBLIGATIONS OF MABUHAY SALES INC.

Section 3.01. Order and Payment. MSI shall send its ordered quantity to EverBeauty via email
every 15th of the month and is obligated to pay EverBeauty 3 days after sending its order.
Payment is to be made to EverBeauty’s BPI account.

Section 3.02. Selling Price. MSI shall sell the above products within its Territory and Channel at
a price decided by MSI provided its profit margin per case or per unit will not exceed 30%.

Section 3.03. Storage. MSI shall store the products in a clean, cool place dedicated only to
EverBeauty products.

Section 3.04. Business Plan. Within 30 days from the signing of this agreement, MSI shall
submit to EverBeauty a business plan detailing on the sales target agreed with EverBeauty for
the balance of the year. Thereafter, MSI shall submit every October, the business plan for the
following year.

Section 3.05. Prohibitions. MSI is barred from appointing any subdistributor. It is free to
determine its credit policy with its customers. It is prohibited from carrying any competing
product with those of EverBeauty.

Section 3.06. Term of contract is every 2 years with automatic renewal unless terminated.

ARITCLE IV.
GENERAL OBLIGATIONS OF EVERBEAUTY HEALTH PRODUCTS INC.

Section 4.01. Payment terms. Everbeauty shall give its BPI bank account details after the signing
of the contract.

Section 4.02. Delivery. EverBeauty shall deliver to MSI its ordered quantity within 5 days from
the payment deposit. Delivery shall be done at MSI’s main warehouse located beside its main
office.

Section 4.03. Returns. EverBeauty shall not accept any returns from MSI for any reason like
damages, or expired products.
Section 4.04. Marketing Support. EverBeauty commits to provide marketing support for the
products equal to 10% of the total purchases of MSI from EverBeauty per calendar year which
will be in the form of brochures, posters, and streamers.

Section 4.05. Term of contract is every 2 years with automatic renewal unless terminated.

ARTICLE V.
WARRANTIES

Section 5.01. EverBeauty warrants that its products are registered with the Food and Drug
Administration and that the products are imported legally paying the right taxes and custom
duties.

Section 5.02. MSI warrants that it has all the business permits to distribute goods in Luzon and
Metro Manila.

ARTICLE VI.
REMEDIES

Section 6.01. Legal Action. In case, MSI fails to deliver its agreed sales target, EverBeauty shall
have the option of terminating its contract.

Section 6.02. Venue. Any dispute shall be resolved in the Courts of Quezon City

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on
the date and at the place first above written.

___________________________________ ___________________________________
MABUHAY SALES INC. EVERBEAUTY HEALTH PRODUCTS INC.

Marlyn Lim Arturo Macapagal

(CEO) (President)

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF ______________ ) S.S.

BEFORE ME, a Notary Public, this ____________day of ________________, personally

appeared the following:

Name Valid Identification Date and Place of Issue

known to me and to me known to be the same person/s who executed the foregoing
instrument consisting of ______ (__) pages, including this page whereon the
acknowledgment is written, signed by the parties and their witnesses and acknowledged
before me that the same is their free and voluntary act and deed.

IN WITNESS WHEREOF, I hereby set my hand and affix my notarial seal at the
place and on the date first above written.

Doc. No. _______;

Page. No. _______;
Book No. _______;
Series of 20___.