PRE-INCORPORATION AGREEMENT

This agreement is made between the following parties:

___________________________________________________, and
________________________________________________ to organize a Corporation upon the following
terms and conditions on this ______ day of ________________, 2010 at Makati City.

The parties shall form and organize a Corporation under the laws of the Philippines.  

Attached as Exhibit A are the proposed Articles of Incorporation.

The parties agree that the Corporation’s authorized stock shall be distributed, and consideration paid, as
follows;

In consideration of the cash payment to the Corporation made by

____________________________________________ of the amount of  _________________________,
_______________________________ shares of _________________________  (common or preferred
stock shall be issued to him.

In consideration of the transfer to the Corporation of the following property: (list property, real or
personal, to be transferred), ___________ shares of ________________ (common or preferred) stock
shall be issued to ____________________________________.

The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of
stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and
then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares
shall be offered at their book value. In the event the corporation refuses to purchase said shares, the
other shareholders shall not have not less then thirty (30) days to purchase the shares. If the
Corporation or other shareholders do not purchase all offered shares, remaining shares may be freely
transferred to other parties by their owner without price restrictions.

The Corporation shall employ ________________________________________  as its manager for a set

term of _____________ years and at an annual salary of ____________________, such  employment
not to be terminated without cause and such salary not to be increased or decreased without the
approval of ________ percent of the directors.

All parties to this agreement promise to use their best efforts to incorporate the organization and to
commence its business in a timely fashion.

_______________________________

Signature

_______________________________

Signature