MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT (this “Agreement”) is made and executed this

September 25, 2017 at First Baron Residences Ground Floor 166 A. Mabini Street San
Juan City, by and between:

Cloud Logic Ltd., a domestic corporation duly organized and existing under and by
virtue of the Philippine Laws, with principal office at First Baron Residences Ground
Floor 166 A. Mabini Street San Juan City, represented herein by its CEO, Sultan G.
Joson (hereinafter referred to as “Cloud Logic Ltd”);

-and-

Threads & Styles, a domestic corporation duly organized and existing under and by
virtue of Philippine Laws, with principal office at 46 Scout Chuatoco St., Roxas District,
Quezon City, represented herein by its Managing Director, Salvador “Buddy” Denzon
(herein after referred to as “Threads & Styles”).

(each a “Party”; collectively, the “Parties”)

RECITALS:

WHEREAS, Cloud Logic Ltd. has developed and built an e-commerce platform for
online selling and online marketing of products (“the Platform”);

WHEREAS, Cloud Logic Ltd. has offered to establish a customized e-commerce site for
“Threads & Styles” using the Platform (“the Site”), using www.threadsandstyles.com as
(“the Domain”);

WHEREAS, Threads & Styles has accepted such offer and has agreed to engage the
services of Cloud Logic Ltd. for such purpose;

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants set forth herein, the Parties agree as follows:

Section 1. SCOPE OF SERVICE

Cloud Logic Ltd. shall perform the following for the benefit of Threads & Styles during
the term of this Agreement:

A. Build and maintain an e-commerce platform for the Site (“Threads & Styles
Platform”), which shall have the features, described in Annex A of this
Agreement.

B. Provide website and e-mail hosting services, migrate current email addresses
and integrate current website to the platform.

C. Provide access to electronic payment gateways such as, but not limited to,
Paypal, BancNet, G-Cash, Smart Money

D. Service online purchases through the Sites by facilitating order placements

and deliveries, and by addressing customer inquiries
 Section 2. OBLIGATIONS OF THREADS & STYLES

Threads & Styles shall perform the following during the term of this Agreement:

A. Provide Cloud Logic Ltd. with the following information:

1. Design of the Site

2. All relevant details regarding the products to be sold through the Sites
including, without limitation, size, color, style, available stock, use and
care instructions, type of packaging, product descriptions, materials,
measurements, weight and dimension
3. Categories and subcategories
4. Packing materials for shipping.

B. Threads & Styles shall actively promote the Site by including the Site in
promotional materials for offline events, catalogs, merchandising collaterals
and materials; by displaying marketing materials advertising the Sites in
prominent and conspicuous places within the shops operated by Threads &
Styles; or by employing such other means that will create market awareness of
the Site.

Section 3. PAYMENT OF COMMISSION and REMITTANCE OF SALES PROCEEDS

A. Threads & Styles shall pay Cloud Logic Ltd a commission for every product sold
through the Sites based on the schedule of rates provided in Annex B of this
Agreement (the “Commission”).

B. The Commission shall be netted from the proceeds of the sales transactions
completed through the Site which shall be remitted to Threads & Styles
according to the following procedure:

1. Fifteen days after the end of every calendar month, Cloud Logic Ltd
shall provide Threads & Styles with a report containing the details of all
items purchased from the Site (the “Electronic Sales Report”) plus an
inventory report of the current stocks on hand.
2. The Electronic Sales Report will be validated by Threads & Styles based
on their actual CLL office visit with regards to delivery, sales and
inventory reports.
3. Upon confirmation by Threads & Styles that the Electronic Sales Report
is accurate and complete, the same shall serve as the basis for
computing the amount to be remitted by Cloud Logic Ltd to Threads &
Styles which represents the proceeds from all sales transactions
completed through the Site net of the Commission (the “Net
Proceeds”).
4. Within seven (7) business days from the validation of the Electronic
Sales Report, Cloud Logic Ltd shall remit the funds representing the Net
Proceeds to the account to be specified by Threads & Styles in writing.
 Section 4. DESIGNATION OF POINTS OF CONTACT

The following persons shall be designated as the points of contact for all transactions
and correspondence between Cloud Logic Ltd and Threads & Styles during the term
of this Agreement:

A. For Cloud Logic Ltd:

Mr. EARL JUDE NOCHE

E-mail address: earl.noche@cloudlogiclimited.com
Telephone number: 0917.800.1808

B. For Threads & Styles:

Mr. SALVADOR “BUDDY” DENZON

Email address:
Telephone number: 0956.659.9940

Should any one of the designees under this section be replaced for any reason during
the term of this Agreement, a written notice of such replacement shall be delivered
by the relevant Party to the other Party immediately upon the effectivity thereof.

Section 5. COSTS, FEES and INDEMNITIES

A. Threads & Styles shall also pay Cloud Logic Ltd the amount of Ninety Dollars
(USD 90.00), which represents the fees due to Cloud Logic Ltd for the creation
and procurement of SSL.

B. Threads & Styles shall indemnify Cloud Logic Ltd for all cost that may be
incurred in relation to online marketing, including but not limited to Google Ad
placements, Facebook placements.

C. Cloud Logic Ltd shall indemnify Threads & Styles for all costs that may be
incurred as a result of incidents of fraudulent payments pertaining to
purchases made through the Site.

D. Threads & Styles shall indemnify Cloud Logic Ltd against any claim arising from
the breach by Threads & Styles of its warranty under Section 8 of this
Agreement.

E. Cloud Logic Ltd. Shall indemnify Threads & Styles for all costs that may be
incurred as a result of discrepancy’s on actual on site inventory audit and
inventory reports submitted by Cloud Logic Ltd. Cost will be computed as
follows: SRP less commission rate unless item was on sale therefore cost will be
computed as Sale Price less commission rate.
 Section 6. REPRESENTATIONS AND WARRANTIES

The Parties hereby represent and warrant as follows

A. They have taken all necessary and appropriate corporate and legal actions
to authorize the execution, delivery and performance of this Agreement by
and through their agents and representatives.

B. This Agreement shall embody their valid and binding obligations to each
other.

C. Their execution and delivery of this Agreement will not result in the breach of
any law or obligation, or in any violation of their corporate charters.

Section 7. BREACH AND TERMINATION

A. Each of the following events shall constitute an event of default, the

occurrence of which, if not remediable or remedied within fifteen (15)
calendar days from the receipt by the defaulting Party of a notice of default
from the non-defaulting Party (“Cure Period”), shall entitle the non-defaulting
party to terminate this Agreement immediately upon the lapse of the Cure
Period:

1. Breach of any material representation or warranty under this

Agreement; and
2. Failure or refusal to perform any of the obligations under this
Agreement

B. Notwithstanding the termination of this Agreement pursuant to the preceding

paragraph, neither of the Parties shall be released from its obligation to pay
any and all amounts that have accrued in favor of the other prior to such
termination.

C. The termination of this Agreement pursuant to the above Section 7(A) shall
not prejudice the right of the non-defaulting Party to claim for damages
resulting from the defaulting Party’s breach through any or all of the available
legal remedies.

D. The cessation of the business operations of either of the Parties shall result in
the termination of this Agreement. In such a situation, the terminating Party
shall have the obligation to give written notice to the non-terminating Party
regarding the closure of its business at the earliest possible instance.

E. In the event of the closure of Cloud Logic Ltd, Threads & Styles shall be given
the option to acquire from Cloud Logic Ltd the ownership rights and the
copyright over the Threads & Styles e-commerce section. The original Threads
& Styles site will be returned to Threads & Styles.
F. Threads & Styles may terminate this Agreement at any time prior to the
expiration of its term by service of a written notice of termination to Cloud
Logic Ltd at least sixty (60) calendar days prior to the intended date thereof.
In the event of such early termination, however, Threads & Styles shall have
the obligation to pay Cloud Logic Ltd a penalty based on the following
schedule:

Date of Termination Amount of Penalty (PhP)

Within six months from the date of 500,000.00
execution
More than six months, but not more than 250,000.00
twelve months from the date of execution

In the event of a termination, the domain name and the original Threads &
Styles site will be returned to Threads & Styles along with all data that were
collected throughout the life of the e-commerce site. The e-commerce
portion will remain under the ownership of Cloud Logic Ltd.

Section 8. WARRANTIES ON OWNERSHIP OF INTELLECTUAL PROPERTY

A. Cloud Logic Ltd warrants that it owns the intellectual property, which shall
serve as the foundation for the work commissioned under this Agreement.
B. Threads & Styles warrants that any element of the text, graphics, photographs,
designs, trademarks, or other artworks furnished to Cloud Logic Ltd for
inclusion or display in the Threads & Styles Platforms are owned by Threads &
Styles or are covered by an assignment of rights in favor of Threads & Styles.

Section 9. COPYRIGHTS TO THE THREADS & STYLES PLATFORMS

A. The copyright over the Threads & Styles Platforms and the Sites that are
completed pursuant to this Agreement, including the source codes, database
structures and systems used therein, shall pertain to Cloud Logic Ltd.

B. The rights to the use of collected data pertaining to the customers using the
Site shall be owned jointly by Threads & Styles and Cloud Logic Ltd.

C. The ownership rights over the product data and photographs provided by
Threads & Styles to Cloud Logic Ltd shall be retained by Threads & Styles.

D. The ownership rights over the photographs taken by Cloud Logic Ltd shall be
owned jointly by Threads & Styles and Cloud Logic Ltd.

E. The Domain Name “www.threadsandstyles.com” shall be owned by Threads

& Styles.
 Section 10. OTHER PROVISIONS

A. This Agreement shall be effective from the date of execution until Dec. 31,
2019. Such term may be extended upon the written agreement of the Parties.

B. This Agreement shall not create a partnership or an agency between Cloud

Logic Ltd and Threads & Styles.

C. Any and all written agreements by the Parties to amend, modify, extend,
review, or discharge this Agreement, whether in whole or in part, shall be
binding upon the Parties even though such agreements may lack
consideration separate from the consideration for the execution of this
Agreement.

D. No failure or delay on the part of any one of the Parties in exercising any right
under this Agreement shall operate as a waiver thereof, nor shall any partial
exercise of such right preclude any other or further exercise.

E. In case any of the provisions contained in this Agreement shall be declared

invalid, illegal or unenforceable in any respect, the provisions not affected or
impaired thereby shall remain in full force and effect.

F. This Agreement shall be binding upon and shall be enforceable against the
Parties and their respective successors and assigns, provided, that neither of
the Parties shall assign or transfer its rights and obligations under this
Agreement without the prior written consent of the other.

G. This Agreement constitutes the entire agreement between the Parties with
respect to its subject matter and supersedes all prior agreements, discussions,
proposals, representations or warranties, whether written or oral, on such
subject matter.

H. Each of the Parties shall ensure that its employees, agents, officers, and
directors (i) will hold in confidence all proprietary data, information,
documentation, and reports provided by the other Party, and (ii) will not
disclose the same unless required by law or otherwise allowed in this
Agreement or in a separate written agreement between the Parties.

IN WITNESS WHEREOF, the parties hereto have affixed their signatures on the date and
place first above written.

CLOUD LOGIC LTD., THREADS & STYLES

Sultan G. Joson Salvador Denzon

CEO MD

Signed in the Presence of:

___________________ ____________________
Annex A – Website Features

Ecommerce
Ecommerce Platform
Picture Zoom
Sizing and Colors
Product Description
Search Engine Optimization
RSS Feeds
Android and Iphone Integration
Facebook Integration
Twitter Integration
Payment Gateway
Major Credit Cards
Paypal
Bancnet
Direct Bank Transfer
Moneybookers
7-Eleven
M. Lhuillier
Online Magazine
Newsletter
Online Reporting
Online Registry
PH and International Shipping
RMA
Affiliate
Electronic Gift Certificate
Analytics
Website Server
Domain Name Registration
128-Bit SSL Encryption
Server Hosting
Unlimited Emails (2gb per email)
Unique IP Address
MySql Database
Unlimited Disk Space
Unlimited Bandwidth
Unlimited Data Transfer
24/7 Network and Service Monitoring
Free Redundant Network and Routing
Google Analytics
Emails
Webmail
IMAP, POP3
Unlimited Email Accounts (2gb
space/account)
Customer Support
Web based customer support
Technical support
24/7 email customer support
Advanced Fraud Detection
24/7 transaction monitoring
Velocity Filters
IP Filters
Annex B – Rates and SSL Cost

Commission

Percentage commission on all sales from the web store:

a. 30% - P0.00 to P499,999,99 of gross sales
b. 27.5% - P500,000.00 to P999,999.99 of gross sales
c. 25% - P1,000,000.00 and above of gross sales

Note: Apply flat 15% commission scheme on gross sales for all sale items
with at least 30% discount. (Computed separately from the regular sales).

SSL per year

USD $45.00 (2 years minimum)
Republic of the Philippines _____________ ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in the above jurisdiction, personally appeared
the following:

Name PassportNo. Date/Place Issued

____________________ ___________ __________________

Sultan G. Joson EC1283692 DFA NCR East /June 2, 2014

all known to me and to me known to be the same persons who executed the
foregoing MEMORANDUM OF AGREEMENT consisting of nine (9) pages, including the
page on which this Acknowledgement is written and acknowledged to me that the
same is their own free and voluntary act and deed and of the corporations herein
represented.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on
the date and at the place first above-written.

Doc No.______;
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Series of 2016