MEMORANDUM OF AGREEMENT

 
    This Memorandum of Agreement made and executed this ___ day of ______,2001 by and
between:
 
I-REMIT, INC. a corporation duly organized and existing under and by
virtue of the laws of the Philippines, with office address at 25th   Floor Discovery
Centre, 25 ADB Avenue, Pasig City, represented herein by its President,
Randolph C. de Leon, hereinafter referred to "iREMIT";

-and-

_____________, a corporation duly organized and existing under and by

virtue of the laws of _________, with principal office at ________________,
represented herein by its ___________, ___________, hereinafter referred to as
"Name of Company";

                                           WITNESSETH: That
 
WHEREAS, iREMIT has an existing is in the business of collecting, processing and
distributiong inward money remittances with the from sources outside the Philippines to their
designated beneficiaries of these remittances residing in  the Philippines (the "Service"); The
processing and distribution of these remittances is done wherein the funds remitted abroad are
delivered by iREMIT to their designated benedificaries in the Philippines.
 
WHEREAS, in order for iREMIT to effectively and efficiently  collect inward
remittances originating from the United States and  Canada,  it is necessary for iREMIT to
secure the services of (Name of Company) for the purposes of collecting such remittances in
favor of to be paid to their beneficiaries through the facilities of iREMIT and (Name of
Company) has agreed to provide the Service.
 
NOW, THEREFORE , the Parties have agreed as follows that monetary remittances of
Filipinos as well as non-Filipino expatriates fpr the account of their designated beneficiaries in
the Philippines that are sent through the facilities of (Name of Corporation) shall be coursed
exclusively through iREMIT subject to the following terms and conditions:

1.    THE SERVICE. iREMIT hereby grants (Name of Company) the authority to
offer the Service for sale to the public in the United States and Canada for and on its own
iREMIT's behalf and of its subsidiaries and affiliates. Accordingly, (Name of Company) shall
collect remittances with designated beneficiaries residing in the Philippines. The (Name of
Corporation) shall collect US or Canadian Dollar payments initiating these remittances from
Filipino as well as non-Filipino expatriates within the United States and Canada for the account
of their designated beneficiaries in the Philippines (the "Beneficiaries") to be sent which shall be
exclusively processed and distributed by through the facilities of iREMIT. The foregoing
authority shall include the authority to:
        a)       Collect funds from customers who initiate money transfers remittances from (Name
of Company)'s offices or internet website(s). These transfers will be exclusively processed and
distributed by iREMIT.
 
b)        Accept remittance instructions from customers accompanying these funds on
behalf of iREMIT, for the transfer of remittances to a designated Beneficiary in the Philippines
on behalf of iREMIT , inasmuch as The funds amount stipulated in the remittance instruction
will shall cover both the fund transfer amount of the remittance and the corresponding
remittance fees.
 
2.    OPERATION OF THE SERVICE. If When a customer-remitter comes to (Name
of Company)'s offices or internet websites,  (Name of Company) shall furnish the customer-
remitter a predesigned pre-approved remittance application form  created by iREMIT. The
customer shall then accomplish the This remittance instruction which must shall be accompanied
by the corresponding funds needed to initiate the remittance instruction and processing of the
transfer of funds remittance through iREMIT's facilities. The funds net of (Name of Company)'s
commission fee shall then be deposited by (Name of Company) to a predesignated bank account
of iREMIT and the remittance instruction form accepted by (Name of Company) from the
customer-remitter shall be transmitted by (Name of Company) electronically to iREMIT.  Upon
receipt of the funds and the duly accomplished instruction form, iREMIT will then be
responsible for processing and distribution of the remittance to its designated Beneficiary in the
Philippines. 
 
3.    REVENUE SHARING.

3.1 Fees. All remittance fees accepted by (Name of Company) shall be

for the account of (Name of Company).     iREMIT however will charge a fee
based on a mutually agreed upon fee schedule on a per transaction basis to  cover
delivery costs. For this purpose, the initial fee schedule shall be as appears in
Annex "A" hereof. The parties may, by mutual agreement in writing, amend or
modify the fee schedule.

3.2 Exchange Rate. iREMIT will strive to give (Name of Company) a

competitive exchange rate but all exchange gains  will be for the account of
iREMIT. (pls. see ' 5-2)

4.    (NAME OF COMPANY) OBLIGATIONS

4.1 Annual Transaction Volume Target. For purposes of this agreement,

a Remittance Operational Year ("ROY") is defined as the System "Go Live" Date
+ 12 months. (Name of Company) will have to fulfill at the very minimum shall
achieve the following minimum target volume of transactions in remittances  in
US Dollar terms.
 
                                               FIRST ROY:    $30,000,000.00
                                               SECOND ROY: 60,000,000.00
                                               THIRD ROY:    100,000,000.00
                                               FOURTH ROY: 150,000,000.00
                                               FIFTH ROY:       200,000,000.00
 
For purposes of this section, a Remittance Operational Year ("ROY") is defined
as the System "Go Live" Date + 12 months. Failure of (Name of Company) to achieve
these the foregoing targets will nullify the terms and conditions of this agreement shall
give ground for iREMIT to terminate this Agreement under Section 12(a).
 
4.2  (Name of Company)  shall bear all the risks and liabilities associated
with the collection of remittances and transmittal of the same to iREMIT.
 
4.3 (Name of Company) shall give permission to hereby grants iREMIT
Inc. and/or its representative/s to audit its books at any time as long as
reasonable prior notification is given. (Name of Company) will cooperate in good
faith during  such an audit.
 
4.4 (Name of Company) shall assign necessary personnel who will
handle and facilitate the collection and processing of remittances.

4.5 (Name of Company) shall provide at its own expense such

facilities as are necessary for the collection and processing of remittances.

4.6 (Name of Company) shall perform all of its obligations under this
Agreement promptly, expeditiously and in accordance with the procedures and
standards mentioned herein.

4.7 (Name of Company) must exercise due diligence in complying with

the remittance instructions of customers-remitters.

4.8 (Name of Company) shall exert utmost effort to promote the Service
within the United States and Canada.

  5.  iREMIT's Obligations.

 
5.1 iREMIT shall bear the risks associated with the distribution of the
remittances duly collected by (Name of Company) and transmitted to iREMIT.
                       
5.2 iREMIT will strive to give (Name of Company) a competitive
exchange rate to enable (Name of Company) to compete effectively with the
other remittance collection companies.
 

6.  Exclusivity
 
iREMIT hereby awards to (Name of Company) the exclusivity in exclusive right, during
the effectivity of this Agreement, in to accepting remittance business from customers through its
offices or through the internet as long as these businesses originate from the US and Canada for
five (5) years and renewable for another five (5) years. However, this exclusivity does not
preclude iREMIT to from developing a website offering the Service primarily catering to non-
US and non-Canadian businesses in the internet service platform. In turn, (Name of Company)
agrees to collect and transfer remittances from the United States and Canada Philippine destined
for Philippine Beneficiaries exclusively for through iREMIT's facilities. (Name of Company)
therefore agrees that, except as provided in Section 12 hereof, it will not, directly or indirectly,
through its affiliates, subsidiaries or related entities during the effectivity of the Agreement and
for a period of six (6) months following its termination, without the written consent of iREMIT,
act as agent for, or represent, or operate as principal of another or the same public money
transfer service or any other similar business or service. (Name of Company) agrees that this
restriction is reasonable and necessary to protect the interest and reputation of the Service and of
iREMIT.
  7.  Mechanics of Settlement. (Name of Company) shall open and maintain a US Dollar
bank account at  ______ to effect the daily settlement of transactions via debit account. This
bank account shall be used and operated for the Service contemplated in this Agreement.
Settlement will include the principal amount plus the fee mutually agreed upon owing iREMIT
for its delivery charges.
 
8.  Term of Agreement. The term of this Agreement shall be for a period of five(5)
years commencing on the date of execution of this Agreement, and shall be renewable for
another five (5) years upon such terms and conditions mutually agreed upon by both parties.
This agreement may be pre-terminated by mutual consent of both parties (iREMIT and (Name of
Company) as long as 30 day notice is given.
 
9. Records, Access to Books and Inspection.   (Name of Company) shall keep all
records of all money transfer transactions have been processed and paid by iREMIT
contemplated in this Agreement for a period of (3) three years. These records, as well as any
and all records and documents in the possession or subject to the control of (Name of Company)
relating to the operation of the Service, shall at all times and upon prior written request of
iREMIT, be provided made available and accessible to iREMIT's representatives, copies of
which are be permitted to be copied and extracted as well as any and all records and documents
in the possession or subject to the control of (Name of Company) relating to the operation of the
Service.
                   
10. Security and Confidentiality.  (Name of Company) acknowledges the necessity
for security and confidentiality  in providing the Service and warrants to keep that the terms and
conditions of this Agreement and the operations hereunder shall be kept confidential and shall
not, without the express written consent of iREMIT, be disclosed to any party during and after
the effectivity of this Agreement.
 
11. Indemnification.  Each party shall be responsible for their acts, omissions, and/or
negligence and the acts, omissions and/or negligence of their respective officers, employees,
agents and/or representatives in the performance or non-performance of their respective
obligations under this Agreement.  Each party hereby undertakes to indemnify an/or hold the
other party free and harmless against any cost, liability, damage , judgement, penalty, fine and/or
reasonable legal fees paid  by such other party by way of suit, claim, settlement or otherwise, as
a result of such acts, omissions and/or negligence.
                   
12. Termination/Pre-termination.  This Contract may be terminated if (a) If either
party fails to observe or perform or in any manner breaches any of its obligations under this
Agreement and such failure is not remedied within thirty (30) days after written notification
thereof is given by the other party; or in case of failure to pay any material amount due under
this Agreement within five (5) days after the notice is given; or if either party becomes or is
adjudicated or declared bankrupt or insolvent, then the other party who is not at fault shall have
just cause to forthwith terminate this Agreement by giving written notice to the defaulting party
at fault, without prejudice to the right of the innocent party former to avail itself of other
remedies provided under existing laws.

(b) This Agreement may be pre-terminated at any time by either party for any cause
other than those mentioned in Section 13 (a) hereof, by serving the other party a written notice
of such intention thirty (30) days prior to the intended effectivity date of such pre-termination.

Upon termination or pretermination of this Agreement as provided for in Section 8 or 12

hereof herein:
 
i) (Name of Company) shall render a full accounting in to iREMIT of its
operation of the Service.

ii) (Name of Company) shall refer all calls and customers intended for the
Service to telephone numbers provided by iREMIT.

iii) (Name of your Company) shall continue to comply with Section 6 of this
Agreement. It shall not however be bound  by the provisions of Section 6
hereof prohibiting (Name of the Company) for a period of six(6) months
after  termination of this Agreement from acting as an agent for, or
represent or operate as principal of, another or the same public money
transfer service or any other business or service if it is neither at fault nor
had caused the ground of termination under this Section 12(a).
 
13    Law and Jurisdiction.   This Agreement shall be exclusively governed by and
construed in accordance with the laws of the Philippines and the parties hereby agree to
voluntarily submit any justiciable controversy to the exclusive jurisdiction of the proper courts
of Makati City.
 
14.   Non-waiver of rights/Amendment.   Failure of iREMIT to insist upon a strict
performance of any of the terms and conditions and covenants hereof shall not be deemed a
relinquishment or waiver of any rights or remedy that iREMIT may have. This Agreement shall
not be considered as changed, modified , altered, waived or in any way amended by  acts of
tolerance of either party unless such changes, modification, waivers or amendments are made in
writing and signed  by both parties.
 
15.  No Partnership.    This Agreement shall not constitute a partnership , nor a joint
venture between iREMIT and (Name of Company) and neither Party shall be authorized to act or
represent the other except as specifically provided for in this Agreement.
 
16.  Periodic Review of the Operation and Performance.   The parties agree to meet
at a place to be mutually agreed upon by them for purposes of conduction regular or periodic
review of the different aspects of operation under this   Agreement at least every six(6) months
during the term of this Agreement or any renewal thereof.  The parties agree that  this is
necessary in order to update or modify existing operational guidelines concerning the Service.
 
17.  No Assignment.     This Agreement shall not be assigned in whole or in part by the
either party without the prior  written consent of the other , and such consent shall not relieve the
assigning part from full responsibility and liability for the   work contemplated herein and for
the due performance of all the terms and conditions of this Agreement. If the Agreement is
assigned or any part thereof is sublet, the assigning party shall exonerate , indemnify and save
harmless the other from and against any and all loss, damage, liability or expense caused by,
arising or resulting therefrom.
 
18.  Separability Clause.   Should any of the terms and conditions of this Agreement be
declared invalid, the rest of the provisions shall not be affected thereby.
 
IN WITNESS WHEREOF, the parties hereunto set their hands on the date and at the
place first above written.
 
 iREMIT, INC.                                           (Name of Company)  
 
 By: By:
 
 
 RANDOLPH DE LEON ___________________
 President
 

Signed in the presence of:

__________________________ ________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

In the City of ________, Philippines on this ___ day of ________, personally appeared
the following persons:
 Name CTC Number Date/Place Issued

known to me and to me known to be the same persons who executed the foregoing Agreement
and they acknowledged to me that the same is their own free and voluntary act and deed as well
as that of the corporation they represent.

This instrument refers to a Memorandum of Agreement consisting of ______ (__) pages

which have been signed by the parties and their instrumental witnesses on each and every page
thereof.

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

Doc. No.: _______;

Page No.: _______;
Book No.: ______;
Series of 200_.

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