MEMORANDUM OF AGREEMENT

This agreement is made and entered into by and between:

, a corporation duly organized and existing under the laws of

the Philippines with business address at ___________________a,
Philippines, represented by its ___________________, hereinafter
referred to as the “CORPORATION”

And

______________, a corporation duly organized and existing

under the laws of Hongkong with business address at ____________,
Hongkong, represented by its President _____________, hereinafter
referred to as the “INVESTOR”

NOW IT IS HEREBY AGREED as follows:

WHEREAS, the CORPORATION is engaged in the business of

importation, wholesale and retail trading of pharmaceutical, medical
supplies, cosmetic goods and household products;

WHEREAS, the CORPORATION is in need of an additional

capitalization for its business expansion for the additional purchases
for stocks and other inventories and have accordingly agreed to enter
into this Agreement for the purpose of defining their mutual rights and
obligations as well as the terms and conditions that will govern the
operations of the PROJECT;

WHEREAS, the CORPORATION will invite investors to invest for the

“PROJECT”. Total Investment from investors should not exceed
_____________________

TERMS AND CONDITIONS

The INVESTOR has agreed to invest for the PROJECT. The investment
is governed by the following terms and conditions:

i. The total value of investment shall be due and demandable

upon signing of this agreement. Payment may be in the form of
cash or check or through Bank Transfer. Check payment should
be made payable to _______________________. Cash payment
should be deposited to the assigned bank account under the
account name of the CORPORATION.

ii. The investment shall be for the period of five (5) years and shall
commence on the 1st operation day of the PROJECT. The
investment may be renewed but subject to the approval of the
CORPORATION under different terms and conditions.

iii. The INVESTOR shall be entitled to a monthly dividend

payment beginning on the 4th month of the operation of the
PROJECT. Dividend shall be computed based on the prorated
share of the INVESTOR to the monthly net income of the
PROJECT.

iv. Dividend payment shall be released within 15 days after the end
of each month.

v. The INVESTOR has the right to examine the Books of Account

of the PROJECT.

vi. The face value of the investment shall earn 2% interest per
annum.

vii. The CORPORATION may buyback the investment of the

INVESTOR at face value plus after the end of the investment
period.

viii. The investment, upon the written request of the INVESTOR and
subject to the approval of the CORPORATION, may be
transferred to another party subject to the same terms and
conditions.

ix. In case of fortuitous events or in case the PROJECT ceased its

operation before the end of the investment period, the
INVESTOR shall be given priority over the proceeds of
liquidation of assets or claims from insurance companies or any
other financial institution from which the CORPORATION has
professional dealings with regards to the PROJECT.
 LIMITATION OF INVESTOR

The INVESTOR cannot exercise voting rights and other powers of

control in relation to the operation of the PROJECT by the
CORPORATION.

THIS AGREEMENT NOT TO CONSTITUTE A PARTNERSHIP

None of the provisions of this Agreement shall be deemed to constitute a

partnership between the Parties and none of them shall have any
authority to bind the other in any way.

NON-DISCLOSURE OF INFORMATION

The Parties shall not divulge or communicate to any person or use or

exploit for any purpose whatever any of the trade secrets or confidential
knowledge or information or any financial or trading information
relating to the other Parties and/or the Project which the relevant Party
may receive or obtain as a result of entering into this Agreement. This
restriction shall continue to apply after the expiration or sooner
termination of this Agreement without limit in point of time but shall
cease to apply to information or knowledge which may properly come
into the public domain through no fault of the Party so restricted.

The foregoing resolutions shall remain valid and subsisting unless otherwise
revoked or amended in writing by the Corporation and by the Investor.

IN WITNESS WHEREOF, we have signed this Agreement on this ______day

of _________, 2018 in _________________________________.

SIGNED IN THE PRESENCE OF

____________________________ ____________________________
 ACKNOWLEDGMENT

Republic of the Philippines)

_________________________ ) S.S.

Before me, a Notary Public in and for __________________, this

_____________ personally appeared the following:

Name ID Date and Place of Issue

Known to me to be the same persons who executed the foregoing

Memorandum of Agreement and that they both acknowledge the same to be
their free and voluntary act and of the principals that they represent.

The foregoing Agreement consists of four (4) pages, including the page on
which this acknowledgement is written and is signed by the parties and their
instrumental witnesses at the foot of the document, and on the left margin of
every page.

WITNESS MY HAND AND SEAL, affixed on the date and place first above
written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2018.