MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is entered into by and between the following:

MICHELLE MATIAS,Filipino, of legal age, married,

and a resident of Lapu – Lapu City, Cebu, hereinafter
referred to as “The First Party”;

- And -

EMY GRACE TANTOG, of legal age, Filipino citizen,

single, and a resident of Carcar City, Cebu,
hereinafter referred to as “The Second Party”;

WITNESSETH THAT:

WHEREAS, The First Party and the Second Party desire to pool in their funds
and resources and enter into a commercial venture in the form of an
establishment providing spa and massage services;

WHEREAS, The First Party and the Second Party intend to divide their net
profits in accordance with this agreement;

WHEREAS, The First Party and the Second Party desire to form a partnership to
be duly registered at the Securities and Exchange Commission when the business
relations of both parties and their terms governing their business relations have
been in place but not later than one year after the execution of this agreement;

WHEREAS, the parties had acknowledged the fact that for their endeavors to
reach for a maximum income – generating potential, a great degree of human
skill, effort, time, material and economic resources are necessary;

WHEREAS, bothpartieshad agreed to gather their respective resources and place

them in a communal reserve so that they can implement the purposes of their
business in the meantime that they cannot register yet separately as a
partnership, association or corporation;

WHEREAS, this Memorandum of Agreement is only entered into for the sole
purpose of creating a binding agreement between the parties in protection of
their respective rights and interests and does not in any manner intend to bind
the public in the manner that individuals composing partnerships, associations
and corporations conduct themselves and their businesses to third parties and to
the members of the general public;
 I. NATURE OF THE COLLABORATION

The PARTIES hereby enter into this Memorandum of Agreement pursuant

to the terms and conditions herein after set forth and subject to the provisions of
existing laws of Philippines.

II. TYPE OF BUSINESS

The PARTIES shall engage in the business of providing spa and massage
services situated in Moalboal, Cebu. The PARTIES shall have the power and
right to engage in any and all activities and transactions as the PARTIES may be
approve in connection therewith, in accordance with the manner of arriving at
decisions, the power: To engage in such other businesses or activities, or to do
such other things as may be necessary or incidental to the ownership,
development, improvement, operation, sale, marketing, management,
acquisition, financing or refinancing of the property business, or any part or
portion thereof.

III. NAME OF PARTNERSHIP

The PARTIES shall carry on their business under the name, “MSE BODY
AND FOOT MASSAGE SERVICES”; the business transactions of the parties
shall be conducted solely under such name (or such other names as the parties
shall agree in writing) in relation to the purposes stated in the preamble of this
Memorandum of Agreement.

IV. PLACE OF OPERATION

The designated place for operation of the business of “MSE BODY AND FOOT
MASSAGE SERVICES” is at Poblacion, Moalboal, Cebu.

The Operating hours of the business will be from 12:00 Noon to 12:00 Midnight
daily, seven (7) days a week.

V. TERM OF PARTNERSHIP

That the term for which said partnership is to exist is for five (5) years
from the date of execution of this Memorandum of Agreement, which may be
renewed for a longer term if all the PARTIES so desire and agree in writing. The
terms of the agreement and/or articles of partnership shall be subject to change
if both parties decided to venture into another branch;

VI. FINANCIAL MATTERS

A. CAPITAL CONTRIBUTION OF THE PARTIES AND

DESIGNATION OF ROLES

1. The First Party shall provide the initial capital of SIX HUNDRED
THOUSAND PESOS (Php 600,000.00).

2. The Second Party shall provide the initial capital of THREE

HUNDRED THOUSAND PESOS (Php 300, 000.00).

Page 2 of 8
 3. The management of the day-to-day business shall be vested in the
Second Party.

B. VOLUNTARY CONTRIBUTIONS TO CAPITAL

No PARTY may make any voluntary contributions of capital to “MSE

BODY AND FOOT MASSAGE SERVICES” without the written consent of the
other PARTIES.

C. WITHDRAWAL OF CAPITAL

No PARTY may withdraw capital from “MSE BODY AND FOOT

MASSAGE SERVICES”without the written unanimous consent of all
thePARTIES.

D. BOOKS and RECORDS of “MSE BODY AND FOOT MASSAGE SERVICES”

Complete and accurate accounts of all transactions of “MSE BODY AND

FOOT MASSAGE SERVICES”shall be kept on proper books and records, and
each PARTY shall be duty – bound to disclose and enter or cause to be entered
therein a full and accurate account of all transactions made on behalf of the
Partnership.

E. INSPECTION OF THE BOOKS and RECORDS of

“MSE BODY AND FOOT MASSAGE SERVICES”

The records of “MSE BODY AND FOOT MASSAGE SERVICES”shall at

all times be kept at the designated place of operation of “MSE BODY AND FOOT
MASSAGE SERVICES”and each of the Parties, or their representatives, shall at
all times have access to and may inspect and copy any of them.

F. REGULAR REPORT TO PARTIES

Copies of the records of the transactions and pertinent documents of

“MSE BODY AND FOOT MASSAGE SERVICES”shall be furnished to the FIRST
PARTY daily through email or online social media platforms or as often as may
be practicable to the PARTIES.

G. DETERMINATION OF PROFIT AND LOSS

The net profit of “MSE BODY AND FOOT MASSAGE SERVICES”or net
loss for every quarter beginning on the month after the execution of the present
Memorandum of Agreement shall be determined as soon as practicable after the
close of that quarter in accordance with the applicable accounting principles and
regulations applicable in the taxation of the income of the individual PARTIES
which shall be treated as individual taxpayers for this matter.

Ten percent (10%) of the gross income will be allocated for Maintenance
Cost. Another ten percent (10%) of the gross income will be allocated for a
portion of overhead cost.

Page 3 of 8
 H. DIVISION OF PROFITS AND LOSSES

The net profits of“MSE BODY AND FOOT MASSAGE SERVICES”

shall be shared between the PARTIES every tenth day of the month or when the
net profits amount to TWO HUNDRED THOUSAND PESOS (P 200, 000. 00),
whichever comes earlier, with fifty percent (50%) allocated to the FIRST
PARTY and the remaining fifty percent (50%) allocated to the SECOND
PARTY.

The losses and liabilities of “MSE BODY AND FOOT MASSAGE

SERVICES”shall be taken from the business’s income and shall be borne in the
same proportion by the parties.

VIII. MATTERS REQUIRING CONSENT OF PARTIES

A. ITEMS REQUIRING CONSENT OF ALL THE PARTIES

The following actions may not be taken without the written consent of the
PARTIES:

1. Amendment of the terms of the Memorandum of Agreement and/or

Articles of Partnership;

2. Increase in the amount of the capital contribution, distribution of profits

or losses and in the incurring of any loan, liability or obligation by the PARTIES
in behalf of “MSE BODY AND FOOT MASSAGE SERVICES”;

3. Mergers or joint ventures with or into other partnerships, corporations,

limited liability companies and other business entities;

4. Pre – termination of the term of the Memorandum of Agreement and/or

Articles of Partnership;
;
5. Change in the name, “MSE BODY AND FOOT MASSAGE
SERVICES”;

6. Establishment of new principal place of operation of “MSE BODY AND

FOOT MASSAGE SERVICES”, and

7. All other matters deemed to be a major decision that may substantially

affect the capital and liabilities of the individual PARTIES.

8. The removal of a PARTY with or without just cause;

9. The engagement of members and employees that will be considered as

official staff of “MSE BODY AND FOOT MASSAGE SERVICES”;

10. The acquisition of properties and selection of suppliers in the course of

the conduct of their expansion activities;

11. Improvement of the place of operation and the conduct of minor repairs,
and

Page 4 of 8
 12. All other matters that may be deemed a minor decision that may not
substantially affect the capital and liabilities of the individual PARTIES.

IX. AUTHORITY OF THE PARTIES

The PARTIES shall have any authority to hold himself or herself out as a
general agent of the “MSE BODY AND FOOT MASSAGE SERVICES”or
another Partner in any business or activity approved as a legitimate and
authorized transaction of “MSE BODY AND FOOT MASSAGE SERVICES”,
consistent with the provisions of the Memorandum of Agreement.

X. TERMINATION OF THE AGREEMENT

A. EVENTS OF TERMINATION

The affairs of “MSE BODY AND FOOT MASSAGE SERVICES”shall be

deemed terminated and its affairs wound up upon the occurrence of any of the
following events:

1. The written consent of ALL the PARTIES;

2. The sale, transfer or assignment of substantially all of the assets of the

“MSE BODY AND FOOT MASSAGE SERVICES”;

3. As to the individual PARTY who voluntarily desires to pre – terminate the

agreement, upon the expiration of the thirty – day period after the notice
of the other PARTIES in writing, in which case, he or she forfeits his or her
initial contribution and any and all profits that may accrue to her, with the
liabilities incurred prior to the expiration of the thirty – day period, still
enforceable upon him or her, and

4. Death or mental and physical incapacity, disabling the PARTY to conduct

the operations of “MSE BODY AND FOOT MASSAGE SERVICES”in
the ordinary course of business of any or all of the PARTIES, in which
case, the rights, duties and liabilities shall accrue to the compulsory heirs
of the PARTY concerned.

5. The expiration of the term of the agreement, which is ONE (1) YEAR from
the execution of this Memorandum of Agreement unless sooner extended
by the Parties.

Page 5 of 8
 B. CONCLUSION OF PARTINERSHIP AFFAIRS

1. In the event of the termination of “MSE BODY AND FOOT MASSAGE

SERVICES”for any reason, the PARTIES shall proceed promptly to wind
up the affairs of and liquidate the assets of “MSE BODY AND FOOT
MASSAGE SERVICES”. Except as otherwise provided in this
Agreement, the PARTIES shall continue to share profits and losses during
the period of liquidation in the same manner as before the termination.

2. The PARTIES shall not engage in a business that is in direct competition

with the business or with any group outside “MSE BODY AND FOOT
MASSAGE SERVICES”during the effectivity of this arrangement,
otherwise, he/she shall be duty – bound to account for whatever he/she
may have received under the said transaction closed under the name of
“MSE BODY AND FOOT MASSAGE SERVICES”, but losses shall fall
solely upon the PARTY concerned.

X. GENERAL PROVISIONS

A. AMENDMENT

This Memorandum of Agreement may not be amended, modified, altered,

or changed in any respect whatsoever, except by a further Agreement in writing,
duly executed by all of the PARTIES.

B. CONSTRUCTION

This Memorandum of Agreement shall be construed in its entirety

according to its plain meaning and the intention expressed in the Preamble of the
same. The parties hereby agree that this Agreement shall be construed as an
agreement negotiated at arm’s length between equally sophisticated business-
persons, each represented and advised by separate counsel of such party’s
choosing, and this Agreement shall not therefore be construed against the party
who provided or drafted all or any portion of this Agreement.

C. COUNTERPARTS

Any number of counterparts of this Memorandum of Agreement may be

executed, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

D. FURTHER ACTIONS

Each party hereto agrees to do all acts and things and to make, execute
and deliver such written instruments as shall from time to time be reasonably
required to carry out the terms and provisions of this Agreement.

Page 6 of 8
 E. SEVERABILITY

If any provision of this Memorandum of Agreement shall be found by a

court of competent jurisdiction to be illegal, in conflict with any law of the State
or otherwise unenforceable, the validity and enforceability of the remaining
provisions shall not be affected, and the rights and obligations of the parties shall
be construed and enforced as if this Agreement did not contain the particular
provision found to be illegal, invalid or otherwise unenforceable.

F. WAIVER

No consent or waiver, express or implied by a Partner or the Partnership,

to the breach or default by any Partner in the performance of his or her
obligations under this Agreement shall be deemed or construed to be a consent
or waiver to any other breach or default.

IN WITNESS WHEREOF we have hereunto affixed our signature on this

__day of _________________ 2019, at Cebu City, Philippines.

MICHELLE MATIAS
First Party

EMY GRACE TANTOG

Second Party

Signed in the Presence of:

________________________
Witness

________________________
Witness

Page 7 of 8
Republic of the Philippines)
____________ …………... ) s.s.

ACKNOWLEDGMENT

BEFORE ME, a notary public in and for the _______________, on __ day of

________ 2019 at Cebu City, Philippines, personally appeared the following and
exhibiting to me the competent evidence of identity hereinafter described as
follows:

NAME COMPETENT EVIDENCE OF IDENTITY

TYPE OF ID ID No. and DATE/PLACE
EXPIRY DATE (if ISSUED
applicable)
MICHELLE MATIAS TIN BIR

EMY GRACE TANTOG PASSPORT EC8027569 valid DFA CEBU

until 15 June Issued on 14 June
2016 2021

known to me and to me known to be the same persons who executed the

Memorandum of Agreement consisting of eight (8) pages, and acknowledged to me
that the same is a free and voluntary act and deed done by these individuals.

Doc. No. ___

Page No. ___
Book No. ___
Series of 2019.

Page 8 of 8