MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed, by and between: SJCLC IT SERVICES, a sole proprietorship business, duly organized and existing under Philippine Laws with residence and post office address at Talisay City represented herein by its managing owner, ELIAS SAAVEDRA,, hereinafter referred to as the PROVIDER of I.T. Services; -andGOLDENTEK SOLUTIONS INC. (GSI), a stock corporation duly organized and existing under Philippine Laws with residence and post office address at 5F:501, Club Ultima - Tower II, Osmena Blvd., Cebu City represented herein by its President, NOLITO DAYANAN, hereinafter referred to as the BUSINESS PARTNER of the I.T. Services of the Provider.

Witnesseth: For purposes of brevity, the following acronyms are being adopted in this agreement; a. PBC for Provincial Business Center b. MBC for Municipal or City Business Center c. IBP Individual Business Partner
The parties hereby bind themselves to undertake a Memorandum of Agreement for the purpose of marketing www.pinoychikka.com and such other I.T. Products and Services provided by SJCLC IT SERVICES under the following terms and conditions, to wit: 1. The PROVIDER shall give the BUSINESS PARTNER the exclusive office rights as official Provincial Business Center (PBC) for the Province of Cebu for the sole purpose of marketing, conducting trainings to business network associates, specifically the Indiviual Business Partner (IBP), & assist the development of Municipal/City Business Centers

MEMORANDUM OF AGREEMENT Executed by and between SJCLC IT SERVICES & GOLDENTEK SOLUTIONS INC.

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(MBC) in the Province of Cebu of all the services and products of the PROVIDER; The PROVIDER shall give full technical support to the BUSINESS PARTNER in order to ensure quality products and services catered to the public; Both parties agreed that as a PBC, the BUSINESS PARTNER shall be awarded and shall enjoy a Business Share of 5%, less applicable tax, of the Total Advertisement and Business generated of all products & services marketed in the networking system in the Province of Cebu regardless the sale is consummated outside the province but being advertise or implemented in the province. Both parties agreed that for every sales directly transacted either by the PBC and its affiliate MBC, and associate IBP (and to all member of the business network of the said province) the following business sharing scheme shall apply; a. 20% of the total consideration which can be directly taken from the proceeds less any & all applicable tax. b. 5% on the sales volume of the 1st Level IBP which will be deposited directly to your account no later than 15 days from the end of each month. c. 5% on the sales volume of the 2nd Level IBP which will be deposited directly to your account no later than 15 days from the end of each month.

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Both parties agreed that the BUSINESS PARTNER is not constrained to transact business outside its jurisdiction. Hence, it is allowed to do business anywhere in the country and in the world. Both parties agreed that any & all other sales associate, IBPs, coming from different Provincial Business Centers may likewise transact business in their area. The PROVIDER shall promptly ensure that incentives, commissions, packages and/or perks be issued, released, given, awarded and disposed, within a reasonable time to the BUSINESS PARTNER, (as well as the share of their associate MBC & IBP) as stipulated in item 4. The provincial business share of

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MEMORANDUM OF AGREEMENT Executed by and between SJCLC IT SERVICES & GOLDENTEK SOLUTIONS INC.

PBC, as stipulated in Item No. 3, shall likewise be released no later than on 15th of each month subject to the conformity of both parties of the amount of total sales volume of the province of the applicable month as may be determined by the accounting system designed for that purpose to duly verify all accounts and the validity of all documents properly submitted and indorsed to the PROVIDER. 8. The PROVIDER shall adopt a strategic scheme, plan, and disbursement policy in order to avoid delay as may result to a business compromise affecting the sales performance of the BUSINESS PARTNER, the latters derivative MBCS & IBPS; The PROVIDER, upon consultation with the BUSINESS PARTNER when need arises, may create product lines that may be productive and viable to the market; The PROVIDER in partnership and in cooperation with the BUSINESS PARTNER may adopt marketing strategy to bolster projected sales vis--vis the technical support of the former; The PROVIDER is the on-line or web technical supplier of the products and services being marketed by the BUSINESS PARTNER, hence any technical complaints, subscription postings of the clienteles or technical arrangements relative thereto shall belong to the PROVIDER; The BUSINESS PARTNER shall see to it that the products and services of the PROVIDER will be properly marketed according to the mission and vision of the PROVIDER that is to give quality products and services to the public; The BUSINESS PARTNER shall see to it that their office will be use solely for purpose of marketing the products & services of the PROVIDER; The BUSINESS PARTNER being the front liner and premier distributor of the products and services supplied by the PROVIDER shall be given incremental and exclusive rights to operate a PBC office to affect ample representation to the public in their awarded

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MEMORANDUM OF AGREEMENT Executed by and between SJCLC IT SERVICES & GOLDENTEK SOLUTIONS INC.

business jurisdiction or area. In view thereof, the BUSINESS PARTNER shall be given visible slot that is strategically found on the web portal of www.pinoychikka.com on the specific province as covered by this agreement, so that the existence of the BUSINESS PARTNER as PBC will be properly recognized, advertised, and represented for and on behalf of the PROVIDER. 15. To preserve harmony among PBCs, no BUSINESS PARTNER is allowed to advertise their company, even if they are willing to pay for the advertisement investment, on provincial areas other than their own. The BUSINESS PARTNER shall see to it that the accreditation of MBCs under them shall be completed and developed within a two (2) year period from the signing of this agreement. The BUSINESS PARTNER shall open the business center no later than sixty (60) working days from the signing of this agreement There is no employer-employee relationship between the PROVIDER and the BUSINESS PARTNER; The duration of the partnership of the PROVIDER and the BUSINESS PARTNER shall remain as long as the web portal of www.pinoychikka.com or its derivative name, its infrastructure or on-line technical backbone and other I.T. services, continuous to exists. However, business performance of BUSINESS PARTNER will be subject for evaluation and audit every after five years of operation or maybe less if needed to ensure mutual success of both parties in the implementation of all programs and development of the business. Any violation of the foregoing will warrant the cancellation of the Memorandum of Agreement within thirty (30) days upon notice initiated by either of the parties; This Memorandum of Agreement shall become effective upon signature of both parties and implementation will begin immediately and shall continue to be valid hereafter until written notice is given by either party

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MEMORANDUM OF AGREEMENT Executed by and between SJCLC IT SERVICES & GOLDENTEK SOLUTIONS INC.

thirty (30) days termination.

prior

to

the

date

of

intended

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Agreement at Cebu City, Philippines, this _____ day of _______________ 2010.

ELIAS SAAVEDRA Manager For: SJCLC IT SERVICES (PROVIDER) CTC No. ________ Date of Issue: _____ Place of Issue: _____

NOLITO DAYANAN President For: GOLDENTEK SOLUTIONS INC. (BUSINESS PARTNER) CTC No. ______________ Date of Issue:__________ Date of Issue __________

SIGNED IN THE PRESENCE OF:

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