ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This ESCROW AGREEMENT (Agreement) executed on this _____ of ___________,

2013, by and among:

SAN FRANCISCO COFFEE & ROASTERY, INC., a corporation duly organized

and existing under and by virtue of the laws for the Republic of the Philippines
with address at 624 Calderon Street, Mandaluyong City, Philippines,
represented herein by its President, Robert Jose Miguel De Santos Francisco
and hereinafter referred to as San Francisco Coffee;

BOYD COFFEE COMPANY, a corporation duly organized and existing under

and by virtue of the laws of the state of Oregon, USA, with address at 19730
N.E., Sandy Boulevard, Portland, Oregon, represented herein by its duly
authorized representative, Robert Jose Miguel De Santos Francisco, and
hereinafter referred to as Boyd USA;

ROBERT JOSE MIGUEL DE SANTOS FRANCISCO, married, of legal age, and

with residential address at 624 Calderon Street, Mandaluyong City, Philippines,
and hereinafter referred to as the RSF;

CARLO TANSECO, married, of legal age, and with residential address at 624
Calderon Street, Mandaluyong City, represented herein by Robert Jose Miguel
De Santos Francisco;

PACITA JUAN, married, of legal age, and with residential address at 304 Blanco
corner Alfaro Street, Salcedo Village, Makati City; represented herein by Robert
Jose Miguel De Santos Francisco;

San Francisco Coffee, Boyd, USA, RSF, Carlo Tanseco and Pacita Juan are
collectively referred to as the SELLERS.

CONLINS COFFEE WORLD, INC., a corporation organized and existing under

and by virtue of the laws of the Republic of the Philippines with address at
#2753 Park Avenue, Pasay City, represented herein by its President, MICHAEL
HARRIS L. LIM and hereinafter referred to as BUYER;

- and -

PHILIPPINE NATIONAL BANK, a universal banking corporation duly organized

and existing under and by virtue of the laws of the Republic of the Philippines,
authorized to perform trust functions through its Trust Banking Group, with
principal office at PNB Financial Center, Roxas Blvd., Pasay City, hereinafter
referred to as the ESCROW AGENT.

WITNESSETH: That -

WHEREAS, the SELLERS, desire to sell and the BUYER has agreed to purchase for
PESOS: SIXTY MILLION (Php60,000,000.00) (Purchase Price) under the Memorandum of
Agreement (MOA) all issued and outstanding shares of BOYD COFFEE COMPANY PHILS.,
INC. (Subject Shares);

WHEREAS, under Section 4.4.4. of the MOA, San Francisco Coffee, Boyd USA, Carlo
Tanseco and Pacita Juan have irrevocably authorized the RSF to enter into an escrow

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agreement with Philippine National Bank-Trust Banking Group and the BUYER pursuant to
Sections 4.4.2. and 4.4.3. of the MOA;

WHEREAS, the parties in the 1 st Whereas Clause have agreed to establish and
maintain an escrow account with an amount of PESOS: FIFTY MILLION (Php50,000,000.00)
representing the balance of the Purchase Price for the Subject Shares in accordance with the
terms and conditions of this Agreement;

WHEREAS, to show BUYERs complete ability and capacity to honor its respective
commitment mentioned in the 1st Whereas Clause hereof, the BUYER and the SELLERS
hereby appoint the ESCROW AGENT;

NOW, THEREFORE, for and in consideration of the foregoing premises and more
specifically the mutual commitments herein set forth, the parties hereto have voluntarily agreed
and covenanted as follows:

1. Appointment of the ESCROW AGENT - The SELLERS and the BUYER hereby appoint
and designate the Philippine National Bank, thru its Trust Banking Group, as its Escrow Agent,
and the latter accepts such appointment upon terms and conditions stipulated hereunder.

2. Creation of Escrow Deposit The BUYER shall deliver unto and deposit in escrow with
the ESCROW AGENT the amount of PESOS: FIFTY MILLION (Php50,000,000.00) (Escrow
Deposit). Said Escrow Deposit shall remain intact until release thereof to the SELLERS or
BUYER in accordance with the terms and conditions of this Agreement. Furthermore, the
Escrow Deposit shall, for all legal purposes, be designated as Trust Account No.
____________ in the books of the ESCROW AGENT and under this designation, the
ESCROW AGENT shall conduct its affairs, hold and administer the Escrow Deposit as
provided herein.

3. Authority of the ESCROW AGENT The ESCROW AGENT is hereby conferred the
following authorities:

3.1. to invest/reinvest the funds in escrow without distinction between principal and income
in government securities, other fixed income investments such as time deposit and
money market instruments which allow for a reasonable return of the capital after
maturity, and/or such other instruments as instructed/directed by the BUYER until the
disbursement of the deposit under the conditions mentioned in the following Section 5;

3.2. to receive all proceeds from the investment of the Escrow Deposit, and to execute, sign
and deliver any and all documents relative to any transaction involving the Escrow
Deposit and perform such other acts as may be necessary or proper;

3.3. to collect and receive matured securities, dividends, interest and all other sums
accruing to or due to the Escrow Deposit and to pay such taxes as may be due in
respect of or on account of the Escrow Deposit or in respect of any dividend, interest or
gains derived from the sale or disposition of securities or other properties constituting
part of the Escrow Deposit;

3.4. to bill the BUYER and SELLERS separately (and not deduct from the Escrow Deposit)
for all costs, charges and expenses incurred in connection with the investments and
reinvestment thereof as well as expenses and charges in connection with the
administration and management of the Escrow Deposit including but not limited to, the
compensation of ESCROW AGENT for its services pursuant to this Agreement; and,

3.5. to perform such other acts and/or exercise such other powers which are necessary or
incidental to the powers herein granted and for the accomplishment of the objectives
for which this Agreement is executed.

4. Escrow Deposit not covered by PDIC In pursuance with the rules and regulations of
the Bangko Sentral ng Pilipinas, the assets under the Escrow Deposit and/or this Agreement
are not covered by the Philippine Deposit Insurance Corporation (PDIC) and that losses, if any,
shall be for the account of SELLERS and BUYER.

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 The SELLERS and BUYER understand that this Agreement does not guarantee a
minimum income on the funds invested/reinvested.

5. Disbursement from the Escrow Deposit - The ESCROW AGENT shall hold the deposit
in escrow which shall be disbursed and/or released in the following manner:

5.1. Release to:

San Francisco Coffee Php20,945,947.37

Mr. Carlo Tanseco Php2,027,026.32
Mrs. Pacita Juan Php2,027,026.32
Boyd USA Php25,000,000.00

only upon submission by the SELLERS of any of the following documents to the ESCROW
AGENT for and in behalf of the BUYER:

5.1.1. Documents showing complete transfer of the Subject Shares to the Purchaser,
specifically:

5.1.1.1. Deed of Absolute Sale for all Subject Shares as received by the Bureau of
Internal Revenue
5.1.1.2. Tax clearance for each of the Sellers in relation to the Subject Shares,
including supporting documents for the payment of Documentary Stamp Tax
and Capital Gains Tax (as applicable)
5.1.1.3. Original Stock Certificates for the Subject Shares duly endorsed/signed and
ready for cancellation
5.1.1.4. Certificate Authorizing Registration (CAR) of all Subject Shares for the
registration of the Subject Shares in the name of the BUYER

The ESCROW AGENT is under no obligation to validate or verify the authenticity of

the document/s delivered or presented or caused to be delivered or presented to it
by the SELLERS and/or the BUYER.

5.1.2. A Letter of Instruction (LOI) duly signed by the authorized representative of the BUYER
authorizing the Escrow Agent to release all or part of the Escrow Deposit to the
SELLERS substantially in the form of Annex A.

5.2. Should there be a delay in the release of the documents under Sections 5.1.1.1. to
5.1.1.4. without fault on the part of San Francisco Coffee and Boyd USA, partial release of
Escrow Deposit to:

San Francisco Coffee Php20,945,947.37

Boyd USA Php25,000,000.00

only upon submission of the documents under Sections 5.1.1.1. to 5.1.1.4. by San Francisco
Coffee and Boyd USA and the execution and submission of Voting Trust Agreements by Mr.
Carlo Tanseco and/or Mrs. Pacita Juan in favor of the BUYER.

The BUYER shall issue and LOI substantially in the form of Annex B.

5.2.1. The balance of the Escrow Deposit shall be released only upon the submission of the
documents in Sections 5.1.1. to 5.1.4 by Mr. Carlo Tanseco and Mrs. Pacita Juan to the
ESCROW AGENT for and in behalf of the BUYER.

The BUYER shall issue an LOI to the ESCROW AGENT substantially in the form of Annex C.

The release of the Escrow Deposit under Section 5.1 or 5.2 corresponding to the share of
Boyd USA shall only be for the purchase of the US Dollars corresponding to the amount of

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share of Boyd USA. The ESCROW AGENT shall only release the share of Boyd USA for
payment of the US Dollars in accordance with the LOI substantially in the form of Annex D
issued by the authorized representative of Boyd USA.

6. Any income or interest earned on the Escrow Deposit shall be shared fifty percent
(50%) for the benefit of the BUYER and fifty percent (50%) for the benefit of the SELLERS. A
SELLER who has received its portion of the Escrow Deposit shall no longer be entitled to any
income or interest earned which accrues from the date such SELLERs portion of Escrow
Deposit is released by the ESCROW AGENT. Withdrawal of the full amount of the income on
the Escrow Deposit shall be made through an LOI by the BUYER and the SELLER to the
ESCROW AGENT.

7. . The parties agree that the occurrence and fulfillment of the conditions set forth in
Sections 5.1., 5.2. and 8 shall have the effect of terminating this Agreement; and the BUYER
and the SELLERS agree to indemnify and hold the ESCROW AGENT free and harmless from
any liability whatsoever arising from the faithful observance by the ESCROW AGENT of the
above conditions.

8. The Escrow Deposit may be withdrawn at any time upon mutual agreement by the
BUYER and the SELLERS through an LOI substantially in the form of Annex E issued by the
BUYER and SELLERS to the ESCROW AGENT to withdraw the Escrow Deposit and terminate
this Agreement.

9. The ESCROW AGENT assumes no obligation or responsibility hereunder other than to

hold the Escrow Deposit, keep the funds/monies invested or reinvested, to diligently follow the
LOI and to release the same as herein provided. The ESCROW AGENT shall not be bound by
any agreement or contract between the BUYER, the SELLERS or any other parties, whether it
has knowledge thereof or not, that will contravene its responsibilities hereunder.

10. Nothing under this Agreement shall be construed as to impose additional and/or any
liability or responsibility upon the ESCROW AGENT except what is expressly stipulated herein
or as may be provided by law.

The ESCROW AGENT and its officers and employees shall not incur any liability for
any transaction taken or omitted to be taken by it or by them hereunder or in connection
herewith, except for its or their own gross negligence or willful misconduct. Should the
ESCROW AGENT become involved in any litigation, government investigation or proceeding in
connection with or relative to the Escrow Deposit or to any transaction arising from this
Agreement, there being no gross negligence or willful misconduct on the part of the ESCROW
AGENT in such litigation, government investigation or proceeding, the SELLERS and the
BUYER shall indemnify the ESCROW AGENT from any and all, losses, claims, damages,
liabilities and related expenses including attorneys fees, charges and disbursements incurred
by the ESCROW AGENT.

11. Fees for Services The ESCROW AGENT shall be entitled to receive as compensation
for services rendered under this Agreement an amount equivalent to PESOS: Twenty
Thousand (PHP20,000.00) representing the opening fee upon signing of this Agreement and
to a fixed fee of PESOS: Ten Thousand (PHP10,000.00) per month as Escrow Agents Fee
including reimbursement of out-of-pocket expenses, if any, incurred by the Escrow Agent in the
performance of its functions herein. [NOTE FROM CONLINS: AMOUNTS TO BE CONFIRMED]

All costs and expenses that shall arise as a result of the authorization, preparation, execution,
and implementation of this Agreement shall be shared equally by the BUYER and the
SELLERS.

12. Resignation/Removal of the Escrow Agent - The ESCROW AGENT may at any time
resign and be discharged of the agency created by giving notice of its resignation to the
BUYER and the SELLERS specifying the date on which such resignation shall take effect
(which date shall not be less than 30 calendar days nor more than 60 calendar days from
service of such notice). The resignation shall be on the date specified in the notice, unless a
successor escrow agent shall have been previously appointed by the BUYER, in which event
such resignation shall take effect immediately upon the acceptance by the successor escrow
agent of the escrow agency created by this Agreement. The ESCROW AGENT shall ensure

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that its functions are turned over to the successor escrow agent, by the time its resignation
takes effect.

The ESCROW AGENT may be removed by the BUYER by giving notice of removal to
the ESCROW AGENT. Unless the notice of removal grants a different period, the ESCROW
AGENT shall, within 30 calendar days from receipt of said notice, turn over its functions to the
successor escrow agent if one has been appointed and has accepted the appointment.

13. Final Accounting - Within thirty (30) days from the termination of this Agreement, the
ESCROW AGENT shall submit to the BUYER an accounting of all transactions effected by it
since the last report up to the date of termination. Upon expiration of fifteen (15) days from the
date of submission of the final accounting report, the ESCROW AGENT shall be released and
discharged from all liability and accountability to anyone with respect to the Escrow Account or
to the propriety of all its acts and transactions shown in such accounting except with respect to
those objected to in writing by the BUYER within the fifteen (15) day period.

14. Authorization and Indemnity for use of Electronic Media The BUYER and /or the
SELLERS authorize/s the ESCROW AGENT to rely upon and act in accordance with any
notice, instruction or other communication, which may, from time to time be, or purport to be,
given by mobile phone, text messages, telex, facsimile, e-mail or other electronic means by the
BUYER and/or SELLERS, which the ESCROW AGENT believes, in good faith, to have been
made by the BUYER and/or SELLERS or upon his/her instruction or for his/her benefit. The
ESCROW AGENT and its representatives shall not be liable in the event that the BUYER
and/or SELLERS suffers any loss or damage as a result of personal information sent through
such means upon what the ESCROW AGENT believes to be the instructions of the BUYER
and/or SELLERS after utilizing its standard verification process.

The ESCROW AGENT shall be entitled to treat the instructions received through the above-
mentioned media as fully authorized by and binding upon the BUYER and/or SELLERS and
the ESCROW AGENT shall be entitled to take steps in connection with or in reliance upon the
instructions as the ESCROW AGENT may deem appropriate, whether the instructions include
instructions to pay money or relate to the disposition of any money, securities or documents, or
sending of information through mobile phone, text messages, telex, facsimile, email or other
electronic means. The BUYER and/or SELLERS acknowledge/s that the sending of
information through such channels is not secure; that messages sent through such channels
may be intercepted by third parties; and that the ESCROW AGENT shall not be made liable for
any damage or expense in such instances.

In consideration of the ESCROW AGENT acting in accordance with the terms of this
authorization and indemnity, the BUYER and/or SELLERS hereby irrevocably undertakes to
indemnify the ESCROW AGENT and to keep the ESCROW AGENT indemnified against all
loss, claims, actions, proceedings, demands, damages, costs and expenses incurred or
sustained by the ESCROW AGENT of whatever nature or howsoever arising out of or in
connection with the instructions. This authorization and indemnity shall remain in full force and
effect until the ESCROW AGENT receives from the BUYER and/or SELLERS a written notice
terminating the same save that such termination will not release the BUYER and/or SELLERS
from any liability under this authorization and indemnity in respect of any act performed in
accordance with its terms prior to such termination.

15. Governing Law - This Agreement shall be governed by and construed in accordance
with the laws of the Philippines.

16. Venue - In the event that any dispute whatsoever arises between any of the parties in
connection with, or arising out of this Agreement, or the breach, termination or validity hereof,
the parties shall bring any and all legal actions or proceedings for the resolution of the
dispute exclusively in the proper courts of Pasay City, Philippines. Each of the parties hereby
agrees to submit to the exclusive jurisdiction of such courts.

17. Amendments This Agreement shall not be altered or amended in any manner without
the written consent of the parties. This Agreement constitutes the entire agreement of the
parties with respect to the Escrow Deposit maintained under Trust Account No
__________________. No statement or agreement, written or oral, made prior to the signing
hereof shall vary or modify the written terms embodied herein.

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18. Severability - Any provision hereof that is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or unenforceability of such provision in any
other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have signed this instrument at the place
and on the date first above written.

SELLERS

SAN FRANCISCO COFFEE & ROASTERY, BOYD COFFEE COMPANY

INC. Boyd, USA
San Francisco Coffee by:
by:

Robert Jose Miguel De Santos Francisco Robert Jose Miguel De Santos Francisco
President Attorney-in-fact

Robert Jose Miguel De Santos Francisco Pacita Juan

RSF by:

Carlo Tanseco
by: Robert Jose Miguel De Santos Francisco
Attorney-in-fact

Robert Jose Miguel De Santos Francisco

Attorney-in-fact

CONLINS COFFEE WORLD, INC.

BUYER
by:

Michael Harris L. Lim

President

PHILIPPPINE NATIONAL BANK

ESCROW AGENT
by:

JOSEPHINE E. JOLEJOLE
First Vice President

HELEN ANG
Vice President

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 FRANCIS T. SONGCO
Senior Manager

Signed in the presence of:

____________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) ss.

At the above stated locality, on this __ th day of __________2013, before me personally

appeared:

Name Government ID Date/Place Issued

Robert S. Francisco
SELLERS
Conlins Coffee World,
Inc.
BUYER
By:
Michael Harris L. Lim
Philippine National Bank
Escrow Agent
by:
Josephine E. Jolejole
Helen Y. Ang
Francis T. Songco

known to me to be the same persons who executed the forgoing instrument and
acknowledged the same to be their free and voluntary act and deed and that of the respective
corporation/s which they represent.

Said instrument refers to an ESCROW AGREEMENT consisting of ____(___) pages,

including this page wherein the Acknowledgment is written, signed by the parties and
witnesses on all pages and sealed with my notarial seal.

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of ______.

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 ANNEX A
(LETTER OF INSTRUCTION)

[Date]

[ESCROW AGENT]
[Mailing Address]

For the attention of: []

We refer to the Escrow Agreement dated [] among SAN FRANCISCO COFFEE &
ROASTERY, INC., BOYD COFFEE COMPANY (USA), INC., ROBERT S. FRANCISCO,
CARLO TANSECO and PACITA JUAN, as the SELLERS, CONLINS COFFEE WORLD, INC.,
as the BUYER and PHILIPPINE NATIONAL BANK as the ESCROW AGENT (the "Escrow
Agreement"). Words and expressions used in this Letter of Instruction shall have the same
meanings as in the Escrow Agreement.

This Letter of Instruction is being provided to you in accordance with Section 5.1. of the
Escrow Agreement.

You are instructed to release the following:

Escrow Amount in PESOS: FIFTY MILLION (Php50,000,000.00)

the amount of:

To:

Beneficiary: Amount Mode of Release

San Francisco Php20,945,947.37 Fund Transfer to
Coffee [account details]
Mr. Carlo Tanseco Php2,027,026.32 MC
Mrs. Pacita Juan Php2,027,026.32 MC
Boyd USA Php25,000,000.00
Total Php50,000,000.00

This Letter of Instruction shall be governed by Philippine law.

Sincerely,

CONLINS COFFEE WORLD, INC.

By:

______________________________
[]
[Position]

ANNEX B

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 (LETTER OF INSTRUCTION)

[Date]

[ESCROW AGENT]
[Mailing Address]

For the attention of: []

We refer to the Escrow Agreement dated [] among SAN FRANCISCO COFFEE &
ROASTERY, INC., BOYD COFFEE COMPANY (USA), INC., ROBERT S. FRANCISCO,
CARLO TANSECO and PACITA JUAN, as the SELLERS, CONLINS COFFEE WORLD, INC.,
as the BUYER and PHILIPPINE NATIONAL BANK as the ESCROW AGENT (the "Escrow
Agreement"). Words and expressions used in this Letter of Instruction shall have the same
meanings as in the Escrow Agreement.

This Letter of Instruction is being provided to you in accordance with Section 5.2. of the
Escrow Agreement.

You are instructed to release the following:

Escrow Amount in PESOS: FORTY-FIVE MILLION NINE HUNDRED FORTY-

the amount of: FIVE THOUSAND NINE HUNDRED FORTY-SEVEN and
37/100 (Php45,945,947.37)
To:

Beneficiary: Amount Mode of Release

San Francisco Php20,945,947.37 Fund Transfer to
Coffee [account details]
Boyd USA Php25,000,000.00
Total Php45,945,947.37

The Escrow Agent shall continue to hold the remaining Escrow Fund in escrow until the
fulfillment of the conditions set forth under Section 5.2.1. of the Agreement.

The BUYER, its successors and assigns, hereby release, indemnify, forever discharge and hold
harmless Philippine National Bank-Trust Banking Group, its officers and employees, successors
and assigns from any and all claims or demands for damages of whatever nature and other
matters arising out of or in connection with this LOI.

This Letter of Instruction shall be governed by Philippine law.

Sincerely,

CONLINS COFFEE WORLD, INC.

By:

______________________________
[]
[Position]

ANNEX C
(LETTER OF INSTRUCTION)

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 [Date]

[ESCROW AGENT]
[Mailing Address]

For the attention of: []

We refer to the Escrow Agreement dated [] among SAN FRANCISCO COFFEE &
ROASTERY, INC., BOYD COFFEE COMPANY (USA), INC., ROBERT S. FRANCISCO,
CARLO TANSECO and PACITA JUAN, as the SELLERS, CONLINS COFFEE WORLD, INC.,
as the BUYER and PHILIPPINE NATIONAL BANK as the ESCROW AGENT (the "Escrow
Agreement"). Words and expressions used in this Letter of Instruction shall have the same
meanings as in the Escrow Agreement.

This Letter of Instruction is being provided to you in accordance with Section 5.2.1 of
the Escrow Agreement.

You are instructed to release the following:

Escrow Amount in PESOS: FOUR MILLION FIFTY-FOUR THOUSAND FIFTY-

the amount of: TWO and 64/100 (Php4,054,052.64)

To:

Beneficiary: Amount Mode of Release

Mr. Carlo Tanseco Php2,027,026.32 MC
Mrs. Pacita Juan Php2,027,026.32 MC
Total Php4,054,052.64

This Letter of Instruction shall be governed by Philippine law.

Sincerely,

CONLINS COFFEE WORLD, INC.

By:

______________________________
[]
[Position]

ANNEX D
(LETTER OF INSTRUCTION)

[Date]

10
[ESCROW AGENT]
[Mailing Address]

For the attention of: []

We refer to the Escrow Agreement dated [] among SAN FRANCISCO COFFEE &
ROASTERY, INC., BOYD COFFEE COMPANY (USA), INC., ROBERT S. FRANCISCO,
CARLO TANSECO and PACITA JUAN, as the SELLERS, CONLINS COFFEE WORLD, INC.,
as the BUYER and PHILIPPINE NATIONAL BANK as the ESCROW AGENT (the "Escrow
Agreement"). Words and expressions used in this Letter of Instruction shall have the same
meanings as in the Escrow Agreement.

This Letter of Instruction is being provided to you in accordance with the Escrow
Agreement.

You are instructed to release the following:

Escrow Amount in PESOS: TWENTY-FIVE MILLION PESOS

the amount of: (Php25,000,000.00)

To:

Purpose: For the conversion of the aforementioned amount to US

Dollars.

All fees/charges in connection with this LOI, if any, shall be for the account of BOYD COFEE
COMPANY (USA), INC. (Boyd USA).

Boyd USA, its successors and assigns, hereby release, indemnify, forever discharge and hold
harmless Philippine National Bank-Trust Banking Group, its officers and employees, successors
and assigns from any and all claims or demands for damages of whatever nature and other
matters arising out of or in connection with this LOI.

This Letter of Instruction shall be governed by Philippine law.

Sincerely,

BOYD COFFEE COMPANY

By:

_________________________________
[]
[Position]

ANNEX E
(JOINT LETTER OF INSTRUCTION)

[Date]
[ESCROW AGENT]
[Mailing Address]

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For the attention of: []

We refer to the Escrow Agreement dated [] among SAN FRANCISCO COFFEE &
ROASTERY, INC., BOYD COFFEE COMPANY (USA), INC., ROBERT S. FRANCISCO,
CARLO TANSECO and PACITA JUAN, as the SELLERS, CONLINS COFFEE WORLD, INC.,
as the BUYER and PHILIPPINE NATIONAL BANK as the ESCROW AGENT (the "Escrow
Agreement"). Words and expressions used in this Letter of Instruction shall have the same
meanings as in the Escrow Agreement.

This Letter of Instruction is being provided to you in accordance with Section 8 of the
Escrow Agreement.

You are instructed to release the following:

Escrow Amount in PESOS: FIFTY MILLION (Php50,000,000.00)

the amount of:

Beneficiary: Amount Mode of Release

Total Php50,000,000.00

Pursuant to Section 8 of the Escrow Agreement, the BUYER and the SELLERS hereby mutually
agree to withdraw the Escrow Deposit and terminate this Agreement.

The BUYER and SELLERS, their successors and assigns, hereby release, indemnify, forever
discharge and hold harmless Philippine National Bank-Trust Banking Group, its officers and
employees, successors and assigns from any and all claims or demands for damages of
whatever nature and other matters arising out of or in connection with this LOI.

This Letter of Instruction shall be governed by Philippine law.

Sincerely,

SAN FRANCISCO COFFEE & ROASTERY, INC. CONLINS COFFEE WORLD, INC.
By: By:

_________________________________ _____________________________

BOYD COFFEE COMPANY

By:

_________________________________

ROBERT S. FRANCISCO

CARLO TANSECO

PACITA JUAN

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