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Draft JV agreement for the local diesel trade

Joint Venture with Protection

The parties :

The first party and henceforth known as the “Project Proponent”________________________ Filipino,
with legal capacity and Business address at ____________________

And

The Second Party and henceforth known as the “Capital Investor”

The parties agree to go though and be Part of the transaction below:

1.0. GIST OF THE TRANSACTION

1.1. The Project Proponent was previously responsible for the lawful shipment of automotive diesel to the
Philippines which he had accomplished in part because he has a personal relationship with several
Singaporean traders for whom he had worked for before. The Project Proponent is able to obtain cheap
diesel in the open market in Singapore.

1.2. To bring the diesel into the Philippines lawfully under existing laws, he must PRE PAY all the duties
and taxes so that he can obtain an import permit which is issued by the Government. He also needs to
lease fuel Tank storage in Subic. Else, the suppliers in Singapore Will not sell to him any diesel. Without
the import permit and the fuel tank storage, the Project Proponent would not be able to import any diesel.

1.3. To guaranty the shipment, the Project Proponent must also lease a standby letter of credit (SBLC)
and pay a Leasing fee for the said instrument. This sblc may be used to support 13 shipments of diesel cif
. Each shipment is between 12 to 14 Million liters of diesel more or less. A shipment may be done within
30 days from obtaining an import permit. And another shipment can be scheduled within 3 weeks
thereafter. Now every time an importation of diesel is made a New application for an import permit is
made which means that taxes and duties must also be prepaid again.

1.4. To accomplish This Project, the project Proponent needs working capital to cover the taxes, duties,
lease of fuel storage, lease of sblc and other operating expenses.

1.5. The capital investor has offered to provide capital that Will support the 13 shipments.

1.6. The amount of 72 M pesos is required as a minimum to begin and push the Operation to import
diesel for 13 shipments of between 12 to 14M liters per shipment . The parties agree that the bare cost of
one shipment for 12 to 14M liters of diesel is about 350M pesos but because of the special relationship of
the Project Proponent and the singaporean supliers , the payment of the value can be delayed until after
the shipment is landed in Subic and sold on wholesale.

1.7. In accordance with the Profit Distribution scheme ( ANNEX 1 hereof), the capital investor shall
receive a profit share of around 17M per shipment or a total of 221M pesos for the 13 shipments or in
other Words, a Projected profit of 300% on his 72 M investment. The profit distribution scheme is
designed to pay of all those responsible for making the ops happen
 20 PROTECTION OF THE CAPITAL INVESTOR

2.1. The capital investor shall be a co-signatory in the Bank account that Will be opened for the Joint
venture. No amount Will be disbursed except those enumerated in the operations list that is submitted by
the Project Proponent before the start of the operations of the venture. The capital Investor however shall
not be allowed to Communicate directly with the singaporean suppliers and Will neither be allowed to
obstruct any Management prerogative which Will be exercised by the Project Proponent . The Project
Proponent shall be given a free hand to manage and run the operations.

2.2. To secure the amount invested by the capital investor, a third party collateral provider has offered to
give a Land title as Security under and by Way of a pledge, a mortgage, or a conditional deed of sale with
right to repurchase at the option of the Security provider . The land is located in Commonwealth Avenue
QC and has a market value of 250M which is more than enough to cover the amount imvested. It shall be
answerable if the capital investor earns less than 100% profit in a year. Details of This Security is
discussed in ANNEX 2 hereunder.

3.0 PAYMENT OF PROFIT SHARES, COMMISSIONS

3.1 After a shipment has arrived and sold at wholesale, the profit shares and commissions mentioned in
ANNEX 1 shall be paid or a portion after deducting the amount needed for the next shipment .

3.2. After 13 shipments is completed, the parties Will recompute their figures and may mutually agree to
Continue for another 13 shipments provided it is in writing

3.3 if there is no agreement to continue in writing for another 13 shipments, then the venture has ended
and the capital investor shall return the land title to the collateral provider.

4.0. NON COMPETITION Clause

4.1 the capital investor shall NOT Go into the same diesel import trade directly or indirectly within a period
of two years after the end of the venture. The Project Proponent has the right to Sue for damages and
shall have the right to Collect the value of the diesel imported by the capital Investor by way of damages.
This non competiton clause is intended to fairly protect the Project proponent.

Witness our Signatures

Project Proponent Capital investor

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Efren Buensuseso
efrenbuensuseso1@gmail.com