uAppendix 5

MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and executed by and between:

EN CIMA, INC., a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal place of business at Unit 219
Regalla Park Tower, 150 P. Tuazon Boulevard, Cubao, Quezon City, Metro Manila,
represented in this act by its President, ANTHONY MERIEL GARCIA, hereinafter
referred to as “EN CIMA”;

- and -

SAINT CLAIRE APPAREL, a business duly owned and existing under and by virtue of
the laws of the Philippines, with principal place of business at Obando, Bulacan,
represented in this act by its owner, ___________ hereinafter referred to as “SCA”;

WITNESSESTH THAT:

WHEREAS, EN CIMA shall, from time to time, need the services of a subcontractor to
undertake the manufacturing of all the products in accordance with specification for a
specified and limited period of time;

WHEREAS, SCA represents that it is a duly registered business corporation engaged in

the business of providing aforesaid services;

WHEREAS, SCA further represents that it is qualified and has sufficient capital, the
necessary manpower, facilities, and equipment to perform the aforesaid services and the
capacity to apply the technical inputs and specifications which EN CIMA will require in
the performance of the said services;

NOW, THEREFORE, for and in consideration of the foregoing premises, and the terms
and covenants hereunder stipulated, the parties have agreed and do hereby agree as
follows:

1. Nature and Scope of Work

SCA undertakes to perform for EN CIMA manufacturing of the Lilliput clothing line in
compliance with the quality standards to be provided by EN CIMA.
SCA hereby warrants that it shall maintain strict control in undertaking the work
hereunder agreed upon to insure compliance with EN CIMA’s specifications. It is
understood that these specifications and instructions, as well as the quantities of the
products to be manufactured under this agreement, may be altered and modified upon the
sole discretion of EN CIMA.

2. A. SCA Premises / Facilities

The manufacturing requirements of EN CIMA as specified in Clause 1 of this Agreement

shall be performed at SCA’s premises located at Obando, Bulacan, with the use of its
facilities. EN CIMA shall provide SCA with the supply of raw materials, designs and
patterns which EN CIMA shall deliver at the SCA facility in Bulacan. Sufficient
quantities of raw materials will be delivered monthly to SCA to ensure efficient operation
and in order to achieve plant operating efficiency.

2. B. Production Losses

A. Product Defects

The term product defects include the following:

- missing buttons
- garment tears
- uneven stitch / hemlines
All of the above will be for the account of SCA.

B. Raw Materials Defects

SCA Quality Control should inspect all SCMC incoming raw packaging materials for
those of sub-standard quality. Noted sub-standard quality should not be used during
production.

Except upon prior written agreement as to its disposition and use, all sub-standard
materials shall be returned by SCA and accepted by EN CIMA within five days (of
delivery) when the sub-standard quality was noted in an inspection by SCA quality
control personnel.

Except upon the request and/or direction of EN CIMA any use of sub-standard raw
materials that will result in product defects will be for the account of SCA.

SCA will keep and store EN CIMA’s raw materials in a required storage area.

3. Specifications

The products shall be manufactured in accordance with the specifications provided.

4. Permits and Licenses

SCA warrants and guarantees that it has the necessary permits and licenses from the
authorities to undertake the services covered by this Agreement, and further guarantees
that the operation of its equipment and facilities conforms to all the relevant laws, rules
and regulations concerning the manufacturing of EN CIMA’s products.

5. Inspection and Manufacturing Operations

Subject to prior arrangement with SCA, SCA shall allow EN CIMA’s duly authorized
representatives to enter during office hours, its premises where its manufacturing
operations are undertaken for the purpose of inspecting the products to ensure SCA’s
compliance with the requirements of Clause 1 hereof.

6. Labels and Trademarks: Assumption of Liability

The product to be manufacture by SCA shall use only the raw materials provided by EN
CIMA as indicated in Clause 2 hereof and shall be labeled in such manner and under such
trademark(s) as EN CIMA shall specify from time to time. EN CIMA shall be
responsible and hold SCA free from liability for any cause of action arising from
complaint or claims of other persons that any product it is manufacturing is an imitation
or an infringement of its rights or causing damage to its goodwill in business.

7. Samples

To ensure that products are manufactured in accordance with EN CIMA’s specifications,

SCA shall, at the request of EN CIMA, provide representative samples of the said
products manufactured for EN CIMA’s approval. Such samples may be drawn or
obtained by EN CIMA’s authorized representatives from SCA’s premises, subject to prior
arrangement with SCA.

8. Planning and Delivery

EN CIMA shall advise SCA of its requirements for the manufactured products in
accordance with Clause 3 hereof at least fifteen days in advance to enable SCA to fulfill
the same delivery time, provided that EN CIMA shall deliver raw materials on time.

9. Warehousing

SCA shall provide EN CIMA a warehouse space to store the raw materials.

EN CIMA shall pick up the finished products every month and once SCA contacts and
confirms them of such. Any storage of the same thereafter will be charged P100/sqm/mo.

10. Contract Price

For and in consideration of the services to be rendered under this Agreement, EN CIMA
shall pay SCA the agreed price in this contract. This amount shall be reviewed every
year.

It is further agreed that all taxes and charges which may be due the authorities, for the
services contemplated herein, whether national or local, shall be for the exclusive account
of SCA.

11. Invoicing

SCA shall bill EN CIMA on the agreed contract price of finished product. An outward
receipt will be issued by SCA and countersigned by EN CIMA representatives. EN
CIMA shall pay SCA within 15 days from the date of the outward invoice.

12. Accounts and Inventories

For purposes of good accounting and defective inventory control, EN CIMA and SCA
shall ensure the efficiency and mutual benefits to both parties of the services covered by
this Agreement. Moreover, EN CIMA, through its authorized representatives, may
during office hours inspect the warehouse of SCA where the raw materials and finished
goods are stored, to check the conditions thereof from time to time for accounting and
control purposes.

13. Risk of Loss and Damage

SCA shall not be liable for the damage to or loss of any of EN CIMA’s raw materials
already delivered to SCA’s warehouse, if the damage or loss is due to unforeseen or
fortuitous events, as well as, breakdown of equipment or disruption of utility services not
resulting from the negligence or direct act of SCA, or any of its agents or employees.
SCA, however, shall take appropriate remedial action to minimize any such loss or
damages.

To ensure full and faithful compliance with its obligations here under, SCA shall secure
comprehensive insurance coverage to protect it equipment, facilities and other properties
utilized in the performance of its obligations under this agreement. SCA shall likewise
observe strict maintenance measures and undertake periodic checkup of its equipment
and facilities to prevent or minimize the incident of breakdown.

14. Exclusivity

SCA guarantees not to use any quantity of the raw materials hereunder provided by EN
CIMA except exclusively for the latter’s requirements of the said products in the form as
contemplated in the Agreement.

15. Prohibition Against Sub-Contracting

In no case shall SCA sub-contract the services herein agreed with EN CIMA to a third
party without written consent of EN CIMA.

16. Confidentiality

SCA agrees to keep confidential design know-how, specifications, and other confidential
information and documents which EN CIMA may pass or transmit to SCA and/or which
SCA may by itself learn or come into possession with in connection with this Agreement,
during and after the effectivity of this Agreement.

18. Termination in Special Circumstances

Notwithstanding the agreed period, this agreement may be pre-terminated for cause or
causes arising from repeated breaches or violation of the terms and conditions of this
Memorandum of Agreement by giving the other a written notice of 90 days prior to the
intended date of termination.

19. Products and Materials on Termination

In the event of termination of this Agreement, for any reason whatsoever, SCA shall
immediately return to EN CIMA all the quantities of the said products whether already
finished or not, and all the quantities of raw materials in possession of SCA at the time of
the termination. On the other hand, EN CIMA shall pay SCA all amounts due to the
latter accruing before effectivity of the termination.

20. Venue of Court Action

Any court action that may be instituted by either of the parties arising out of or in
connection with any of the provisions of this Agreement shall be filed with the proper
courts in Quezon City, Metro Manila or Obando, Bulacan, at the option of the party
bringing the suit.

IN WITNESS WHEREOF, the parties have signed these present this ___th day of
January 2006 at Quezon City, Metro Manila, on the part of EN CIMA, and on ___th day
of January 2006 at Obando, Bulacan on the part of SCA.

EN CIMA, INC. SAINT CLAIRE APPARELS

By: By:

ANTHONY MERIEL GARCIA _________________________

President President