101 Placer Court, North York, Ontario, Canada, M2H 2C9

Tel: (416) 224-9646 www.Kaimeramedia.com

COMPENSATION AGREEMENT



THIS AGREEMENT is made the 23 day of February , 201___
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B E T W E E N:

Kaimera Media Inc., a corporation incorporated under
the laws of the Province of Ontario (hereinafter referred
to sometimes as “Kaimera” or the "Corporation”)

- and -

Name: Joseph Bethuel Dela Cruz



Address: 06-08 Mampaalong St. Malaybalay City

Bukidnon, Philippines







(hereinafter referred to as, the “Developer”)




RECITALS:

1. Kaimera is engaged in the Business from premises located at 83 Borough Drive Suite 2110,
Scarborough, Ontario, Canada, M1P 5E4

2. Developer is able to provide IT Services, coding for mobile app development and creative
services to Kaimera of potential customers for the Ilikeitin Service.

3. The Corporation wishes to obtain the Developer’s Services on and subject to the terms of this
Agreement.

WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1. Defined Terms

In this Agreement and the recitals hereto, the following words or expressions shall have the following
meanings:
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“Agreement” means this agreement and any instrument supplemental or ancillary hereto, including
all schedules attached hereto;

“Business” means the business of ILikeitin Services and secure transactions for Business-to-Business
and Business-to-Consumer applications;

“business day” means a day other than a Saturday, Sunday or any other day on which the principal
commercial banks located in the City of Toronto are not open for business during normal banking
hours;

“Client” means a merchant for whom Kaimera is delivering services to on behalf of Ilikeitin
mobile app;

“Client Offerings” means the products and/or services offered for sale by an Entity to its customers
through the Internet;

“Developer’s Services” means the services to be provided by Developer to Kaimera hereunder which
include, without limitation, IT Services and providing customer support necessary to maintain in
good standing the customer relationships between Kaimera and each Entity, protecting Kaimera’s
business relationship with each Entity, and protecting Kaimera’s goodwill and reputation in the
marketplace;

“Customer Charge” means the amount charged to a Client for Client Offerings utilizing the
ILikeitin Service;

“Commencement Date” means with respect to any particular Entity, the date that Kaimera processes
the first Customer Charge for such Entity;

“Charge Back” means a Customer Charge that is identified as being invalid or non-collectible after
initial acceptance on account of fraud; lost, cancelled, unissued, or invalid account identification; an
unresolved customer complaint; or other cause that results in the deduction of the Customer Charge
from moneys otherwise payable by an Entity’s customer for a Client Offering and, includes, without
limitation, monies held back by PPPs, service bureaus, etc., as a reserve to cover anticipated charge
backs as well as any collection expenses incurred by any of them and/or Kaimera with respect to
collection efforts or to dispute any particular charge back;

“Entity” means a client Introduced to Kaimera by Developer, and which person has been accepted by
Kaimera as a client;

“Holdbacks” include but are not limited to amounts held by ILikeitin Inc. from the Net Client
Revenues in order to protect Kaimera from exposure, as it determines in its sole and absolute
discretion, that the charge back rate is insufficient to protect against future or anticipated Charge
Backs;

“Introduction” or “Introduced” means the act of the Developer arranging an introductory meeting
between Kaimera and persons that subsequently become an Entity;

“ILikeitin Service” means “ILikeitin Mobile Engagement Services”, a proprietary mobile
engagement service that facilitates interactive advertising a, mobile couponing and mobile payments

“Net Client Revenues” means that portion of revenues actually received by Kaimera from the
Customer Charges calculated for any calendar month, the net amount of which is to be transferred to
an Entity after deducting there from all applicable Charge Backs, Holdbacks, Communications Costs,
other costs that may apply specifically to the Customer, and all applicable taxes;
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“parties” means the Corporation and the Developer collectively and "party” means any one of them;

“person” means any individual, firm, corporation, partnership, proprietorship, trustee or trust,
unincorporated association or the Crown and any agency thereof and pronouns have a similarly
extended meaning, and shall include their associates and affiliates;

“Target Market” shall be the entire universe of potential customers to Kaimera, including, without
limitation, of any kind regardless of marketing channels, geographic region, industry, hardware
platform, software platform or otherwise; and

2. Appointment and Services

(a) The Corporation hereby appoints the Developer to serve as IT Service provider for the Business
carried on by Kaimera in the Target Market. In consideration for providing Kaimera with the
Developer’s Services the Developer shall be paid the compensation set out in Section 3 hereof.

(d) During the term of this Agreement, the Developer shall well and faithfully preserve the goodwill
and reputation of the Corporation and shall use its best efforts to promote the interests of the
Corporation. Developer shall provide all necessary reports, documentation, analysis etc., with
respect to fulfilling the Developer Services to Kaimera to the President or designate of the
Corporation, as required by the Corporation, from time to time. KAIMERA RESERVES THE
RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME WITHOUT CAUSE. If
Kaimera exercises it’s right to terminate the agreement the Developer will still be paid all
ongoing commissions owing for the duration of the agreement. Upon termination of the
agreement Kaimera will no longer be obliged to compensate the Developer.



3. Compensation

(a) Subject to the other provisions of this Section 3, Kaimera shall pay the Developer compensation
equal to:

$____________ per hour unless otherwise mutually agreed upon by Developer and Kaimera d u e t o
v a c a t i o n o r h o l i d a y s . For greater certainty, the parties agree that Kaimera’s obligations to the
Developer under this Agreement shall continue unless earlier terminated pursuant to Section 8 entitled
“Duration of Agreement” hereof.

(d) Developer shall be solely responsible to pay any of its agents, subagents and any other persons,
as the case may be, for commissions, compensation, etc. In the alternative, in the event that
Kaimera is requested by Developer to pay any such person a commission, fee or compensation,
directly or indirectly, then the sums so paid by Kaimera to any such person shall be set-off and
deducted from the sums otherwise due to the Developer hereunder.


4. Relationship of Parties The parties hereto are all independent contractors to one another and are
not related by partnership, employment, distributorship, franchise, joint venture or otherwise with
respect to any law governing taxation, social security, workers’ compensation, pension, disability,
welfare or other law or regulation now existing or hereinafter enacted.
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5. Scope of Agreement

(a) Neither party hereunder shall acquire by virtue of this Agreement any right, capacity or power
to act as an agent for the other or to bind the other to any other person.

(b) Kaimera hereby specifically acknowledges that this Agreement shall in no way detract from or
limit the power of the Developer to carry on any other negotiations or business or professional
dealings in any manner whatsoever provided, however, that such acts do not breach the
“Confidentiality and Non-Competition” provisions set out in the Section so titled below.

(c) The termination of this Agreement for any reason whatsoever shall not detract in any way from
the Developer’s obligations with respect to “Confidentiality and Non-Competition” set out in
the Section so titled below, which obligations shall survive the termination of this Agreement.



6. Indemnification Kaimera hereby agrees to indemnify the Developer and save it harmless from
any and all losses, expenses, costs, including reasonable legal costs, and damages resulting
directly or indirectly from claims made against Developer as a result of the ensuing
relationship between an Entity and Kaimera. This indemnification shall survive the termination
of this Agreement and shall not detract in any way from any other rights or remedies which the
Developer may have under this Agreement or otherwise in law or in equity.



7. Breach of Agreement In the event of Kaimera’s failure to make a payment on account of
compensation due to the Developer hereunder, the Developer shall be entitled to exercise the
rights to arbitration provided in Section 12 herein to conclusively deal with such matters.


8. Duration of Agreement

(a) Unless sooner terminated as provided for in the Section entitled “Compensation” above or by
mutual agreement of the parties hereto, this Agreement shall continue for a period of the lesser
of ten (10) years from the date a contract is signed between Kaimera and an Entity, or until
such time as an Entity discontinues use of Kaimera Services. Provided that should an Entity
chooses to discontinue contracting, purchasing or otherwise obtaining Kaimera Services or,
upon Kaimera’s termination of its relations with an Entity for any reason whatsoever, this
Agreement shall terminate. Should an Entity within one month of the discontinuance thereafter
re-establish relationships with Kaimera and re-activate contracting, purchasing and obtaining
Kaimera Services, the terms and provisions of this Agreement including the compensation
referred to in the Section entitled “Compensation” above shall be deemed reinstated to the
period of time remaining had the termination not occurred.

(b) Kaimera reserves the right to terminate this Agreement, with the exception of the terms of
Compensation as set out in Section 3, in the event that a change of control of Kaimera occurs
whereby the new controlling entity will own a minimum of a 51% controlling interest in
Kaimera. Upon termination of this agreement by Kaimera Media Inc. the Developer will still
be paid all commissions owed



9. Access Premises

(a) The Developer or its duly authorized representative shall have a reasonable right of access to
Kaimera’s premises, upon reasonable notice during normal business hours at its own expense
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10. Confidentiality and Non-Competition The Developer acknowledges that in the course of
carrying out, performing and fulfilling its mandate and responsibilities to Kaimera hereunder it will
have access to and will be entrusted with detailed confidential information and trade secrets relating
to the present and contemplated services, techniques and modes of merchandising, marketing
techniques, inventions and routines of the Business and concerning the customers of Kaimera, their
names, addresses, tastes, preferences and particular requirements, and the books of account and
books and records of Kaimera, the disclosure of any of which confidential information and trade
secrets to competitors of Kaimera or to the general public would be highly detrimental to the best
interests of Kaimera. The Developer hereby acknowledges and agrees that the right to maintain the
confidentiality of such confidential information and trade secrets, and the right to preserve its
goodwill, constitute proprietary rights which Kaimera is entitled to protect. Accordingly, the
Developer hereby covenants and agrees with Kaimera that:

(a) it will not, either during the term of this Agreement or at any time thereafter, disclose any of such
confidential information and trade secrets to any person nor shall it use the same for any purpose
other than the purpose of Kaimera nor will it disclose or use for any purpose other than those of
Kaimera the private affairs of Kaimera or any other information which it may acquire during the
course of this Agreement with relation to the business and affairs of Kaimera; and

(b) it will not at any time within the period of fifty (50) years following the termination of this
Agreement and any re-instatement thereof and the provision of services hereunder or pursuant
hereto, either individually or in partnership or jointly or in conjunction with any partnership or
jointly or in conjunction with any person or persons, firm, association, syndicate, company or
corporation as principal, agent, shareholder or in any other manner whatsoever carry on or be
engaged in or concerned with or interested in or advise, lend money to, guarantee the debts or
obligations of or permit its name or any part thereof to be used or employed by or associated with
any person or persons, firm, associations, syndicate, company or corporation engaged in or
concerned with or interested in, any business similar to or having the character of the Business or
any other business now or at any time during the course of this Agreement carried on by the
Corporation.

The Developer hereby further agrees that all restrictions contained in subsections (a) and (b)
above are reasonable and valid and all defences to the strict enforcement thereof by the
Corporation are hereby waived by the Developer. The Developer hereby also acknowledges and
agrees that damages at law will be an insufficient remedy to the Corporation in view of the
irrevocable harm which will be suffered if the Developer violates any term of this Section and the
Developer hereby agrees that the Corporation may seek and obtain immediate injunctive relief in
that event from a court of competent jurisdiction, without the necessity of proof of damages to
enforce its rights hereunder and the covenants of the Developer provided for herein upon the
breach or threatened breach thereof and to prevent the continuation of such breach and Developer
hereby specifically waives all defences to the strict enforcement thereof by Kaimera.
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11. Non-Transferability and Assignment of Agreement This Agreement shall not be assignable by
Developer without the prior written consent of Kaimera.


12. Arbitration In the event of any dispute, claim, question or difference arising out of or relating to
this Agreement or breach thereof, the parties shall use their best endeavours to settle such
disputes, claims, questions or differences. To this effect, they shall consult and negotiate with
each other, in good faith an understanding of their mutual interests, to reach a just and equitable
solution satisfactory to all parties promptly upon notice by any party specifying full particulars of
the dispute and, if they do not reach such solution within thirty (30) days thereafter, then any
party may deliver notice (the "Arbitration Notice”) to all other parties requiring resolution by
arbitration and thereafter refer the dispute, claim, question or difference in issue to arbitration for
final settlement binding on all parties in accordance with the provisions of the Arbitrations Act,
1991 (Ontario) as follows:

(a) The arbitration tribunal shall consist of one arbitrator appointed by mutual agreement of the
parties or, in the event of failure to agree within thirty (30) days after delivery of the arbitration
notice, any party may apply to a judge of the Ontario Court General Division to appoint an
arbitrator. The arbitrator shall be qualified by education and training to pass upon the particular
matter to be decided.

(b) The arbitrator shall be instructed that time is of the essence in proceeding with the
determination of a dispute, claim, question or difference.

(c) The arbitration shall be conducted in English and shall take place in Toronto, Ontario, Canada.

(d) The arbitration award shall be given in writing and shall be final, binding on the parties, not
subject to any appeal, and shall deal with the question of costs of arbitration and all matters
related thereto.

(e) Judgement upon the award rendered may be entered into any court having jurisdiction, or
application may be made to such court for a judicial recognition of the award or an order of
enforcement thereof, as the case may be.



13. Severable If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.

14. Currency Unless otherwise agreed upon, Kaimera will pay compensation to the Developer in
the currency of the country from which it receives vendor revenues associated with each
particular Entity. For example, if Star Networks collects on behalf of Kaimera in the United
States of America and remits to Kaimera the Net Client Revenues of a particular Entity in United
States currency, the compensation payable to the Developer hereunder with respect to such Entity
will be paid in United States currency.



15. Further Assurances Each of the parties shall execute and deliver such further documents and
perform or cause to be performed such further acts as may be required to give full effect to the
provisions of this Agreement.
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16. Time of Essence Time shall be of the essence of this Agreement.



17. Authority Each of Kaimera and the Developer hereby represents that it has full right, power,
capacity and authority to execute this Agreement and to perform the actions contemplated hereby.



18. Entire Agreement and Waiver This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, between the parties with
respect thereto. No supplement, modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the person to be bound thereby. No waiver of any of the
provisions of this Agreement shall constitute or be deemed a waiver of any other provisions
(whether or not similar) or a continuing waiver unless otherwise expressly provided.


19. Notices Any notice, demand, approval, consent, waiver or other communication ("notice) to be
given by one party to another under this Agreement shall be in writing, shall not be delivered by
ordinary, certified or registered mail and shall be sufficiently given only if either delivered
personally, transmitted by tested telex confirmed by answerback, or transmitted by telephone
facsimile transmission or other form of recorded written or facsimile copy telecommunication
preceded by a cover page or other introductory designation identifying the name and telephone
number of the party sending, the name of the party to whom sent, the date and time of
transmission, the number and size of pages to be transmitted (including the cover page), the
telephone number from which transmitted and the name and telephone number of the person to be
contacted in the event of incomplete receipt, to such party as follows:

(a) to the Corporation at:
Kaimera Media Inc..
101 Placer Court
North York, Ontario M2H 2C9
Attention: O’Neil McLean
Fax: 416 704 5420

(b) to the Developer at:
Name:

Address:





Telephone:

Fax:

or to such other address or telecommunication number as may be designated by notice given as

aforesaid to all other parties by the party to whom notice is given as aforesaid to all other parties
by the party to whom notice is to be given. Any notice delivered and received as aforesaid shall
be deemed to have been given and received on the first business day following the date of
personal delivery or telecommunication transmission, as the case may be.
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20. Independent Legal Advice It is agreed that the parties may choose independent legal counsel to
review this document and their rights and liability herein. In the event that any of the parties
hereto have not chosen independent legal counsel to review this Agreement on their behalf, they
are aware of their right to do so and by signing this Agreement without asking independent legal
counsel, shall constitute a waiver of their right to independent review by legal counsel.


21. No Strict Construction In the event of an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the
authorship of any provisions of this Agreement.



22. Gender and Number In this Agreement, words importing the singular shall include the plural
and vice versa, and words importing gender shall include all genders.


23. Headings The division of this Agreement into sections and the section headings are for
convenience of reference only and shall not affect the interpretation or construction of this
Agreement.



24. Calculation of Time Periods In this Agreement or other document delivered hereunder, except
where expressly provided otherwise time periods within or following which any act is to be done
shall be calculated by excluding the day of the event which commences the period and by
extending the period to the next business day if the last day of the period is not a business day.


25. Counterparts This Agreement may be executed in several counter parts, including by facsimile,
each of which shall be deemed to be an original, but this Agreement shall be constituted only by
all such counterparts together.



26. Amendments This Agreement may only be amended, supplemented, or otherwise altered with
the express written consent of all parties hereto. All parties hereto agree that, on demand, each
party shall execute any and all further instruments or covenants to carry out the provisions of this
Agreement.

27. Governing Law This Agreement shall be deemed to have been made in and shall be construed
in accordance with the Laws of the Province of Ontario and the federal law of Canada applicable
therein.



28. Binding Agreement This Agreement shall be binding upon and enure to the benefit of the
parties and their respective heirs, executors, successors and assigns, and to all associates,
subsidiaries and firms affiliated with Kaimera or the Developer or , as the case may be,
under the terms of this Agreement, and shall be read with all changes in number and
gender as may be required in the context.
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IN WITNESS WHEREOF the parties have executed this Agreement under seal, as of the date
first above written.

SIGNED, SEALED AND DELIVERED
In the presence of:



CORPORATION: KAIMERA MEDIA INC.




Per:
Name: O’Neil Mclean
Title: CEO




DEVELOPER:



Per:
Name: Joseph Bethuel Dela Cruz

Title: Developer