SERVICE AGREEMENT

This SERVICE AGREEMENT (“Agreement”) is made and entered into this ___th day of ______ 2013 by
and between:

SAN MIGUEL FOODS INC., a corporation organized and existing under Philippine laws, with
principal place of business at 17 th Floor, The JMT Corporation Condominium, ADB Avenue, Ortigas
Center, Pasig City, Philippines, represented in this act by its Assistant Vice President – Franchising
Business, Mr. Francisco G. Jimenez, Jr., and its Finance Manager, Ms. Shiela Mae S. Dote, hereinafter
referred to as "CLIENT";

- and –

FAST CASHNET COMMERCE, INC. a corporation organized and existing under Philippine laws,
with principal place of business at Cagayan Special Economic Zone & Freeport, Sta. Ana, Cagayan
represented in this act by its Managing Director, Mr. Alex Chul Baik, hereunder referred to as
“SYSTEM PROVIDER”;

CLIENT and SYSTEM PROVIDER are collectively referred to as the “Parties”, and individually as a
“Party”.

WITNESSETH THAT:

WHEREAS, SYSTEM PROVIDER is engaged in the business of installing digital flat screens at
various point-of-sale locations such as health and beauty retail stores, supermarkets and
hypermarkets, (a detailed composition of the System Services is described in Appendix A hereof
which is attached hereto and made an integral part hereof) for various companies in the
Philippines;

WHEREAS, CLIENT is engaged in the business of franchising out the retail of various convenience
store products under the brand name “San Mig Food Ave.”;

WHEREAS, CLIENT would like to engage SYSTEM PROVIDER to provide accredited Merchants
with ISDD or in-store digital display system, that delivers advertisers message to target audience
(the “Program”) under the terms and conditions below; and

WHEREAS, SYSTEM PROVIDER has agreed to provide CLIENT with the ISDD and to supply the
capital equipment, manpower, and expertise necessary to provide and maintain the System
Services for the Program under the terms and conditions below.

NOW THEREFORE, for and in consideration of the representations, covenants and promises made
herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1. DEFINITION OF TERMS

For the purpose of this Agreement, the following words and/or phrases, or a pronoun used in
lieu thereof, shall be interpreted as indicated:

A. AGREEMENT – Refers to this Agreement including any valid schedules, appendices, and
amendments thereto, all its attachments and such subsequent document/s that may be
mutually agreed upon in writing by both Parties and expressly made an integral part of this
Agreement.

B. ISDD – Refers to In-Store Digital Display System, a flat screen display system utilized to
communicate messages to audience/ shoppers.

C. MERCHANT – Refers to any business establishment identified and contracted by the

CLIENT to install digital flat screens (in San Mig Food Ave.)

D. EQUIPMENT – Refers to the digital flat screen and computer terminal that will be utilized
as medium of communication to consumers, as may be authorized and directed by CLIENT,
 at the Merchant sites. Appendix A.1 hereto attached and made an integral part hereof
describes in detail the specifications of the Equipment.

E. INSTALLATION DATE – Refers to the date when the Equipment is first successfully
installed at the premises of Merchant pursuant to and in accordance with CLIENT’s
instructions, as stated in the Terminal Installation Completion Form.

F. FORCE MAJEURE – Refers to any event or circumstance which is beyond the reasonable
control of the affected Party and which results in or causes the failure of the affected Party
to perform any of its obligations under this Agreement including an act of God, strike,
lockout or other industrial disturbances, act of a public enemy, war declared or undeclared,
threat of war, terrorist act, blockade, riot, revolution, shortage of transportation, epidemics,
shortage of raw materials, civil commotion, public demonstration, governmental restraints,
climatic cataclysms, and telco-related disruptions.

2. SYSTEM PROVIDER’S RESPONSIBILITIES

2.1 EQUIPMENT INSTALLATION

2.1.1 SYSTEM PROVIDER shall install the Equipment at Merchant locations

throughout the Philippines as instructed by the CLIENT from time to time. The
CLIENT shall inform SYSTEM PROVIDER in writing or via electronic mail of the
locations and merchant contact details where the Equipment shall be installed
and provide other instructions as may be relevant. Equipment installed by
SYSTEM PROVIDER at the premises of CLIENT’s Merchants will remain the
property of SYSTEM PROVIDER; CLIENT will allow no lien or other
encumbrance to be placed thereon. In case of loss or damage resulting from the
willful misconduct or gross negligence of CLIENT’s Merchants, or its employees,
the actual losses or damages reasonably suffered or incurred by SYSTEM
PROVIDER will be charged to the relevant Merchant.

2.1.2 SYSTEM PROVIDER shall provide and install at the instruction of the CLIENT
and for the use of each Equipment unit, the terminal software application
program to achieve the full implementation of the CLIENT’s Program.

2.2 SYSTEM PROVIDER shall install one (1) 46-inch flat LED screen (with audio) and one
(1) 24-inch flat LED screen in each Merchant location. The actual deployment in the
stores will be done on a phased-basis, as mutually agreed by both Parties.

2.3 SITE PREPARATIONS. The Parties understand that, upon SYSTEM PROVIDER’s
receipt of written or emailed requests for Equipment installation hereof from the
CLIENT, the necessary site preparations have already been coordinated by the CLIENT
and complied with by the Merchants in whose locations the Equipment will be installed.
This includes the provision of appropriate space for the Equipment, and the power
supply.

2.4 There shall be one (1) dedicated SYSTEM PROVIDER personal computer or Digital
Signage player if considered necessary in some stores, inclusive of SYSTEM
PROVIDER’s digital signage network.

2.5 There shall be one (1) dedicated broadband connection provided by each Merchant for
their individual stores to allow SYSTEM PROVIDER to upload content to all on-line
stores via the internet.

2.6 SYSTEM PROVIDER will provide the necessary video, audio and power cabling when
needed.

2.7 CLIENT shall extend all necessary assistance to SYSTEM PROVIDER in allowing a
smooth installation by way of giving timely approvals and coordination with various
Merchant’s departments that may be involved. All hardware and software installed by
SYSTEM PROVIDER in Merchant’s premises shall remain the property of SYSTEM
PROVIDER.
2.8 FAILED INSTALLATION. In cases wherein a written or emailed request is received by
SYSTEM PROVIDER from CLIENT and SYSTEM PROVIDER proceeds to the Merchant
site for installation but installation is not completed due to Merchant’s non-compliance
with the site requirements or due to the absence of the authorized Merchant
representative for the full duration of the installation, the CLIENT agrees to reimburse
SYSTEM PROVIDER of all actual expenses that SYSTEM PROVIDER may have
reasonably incurred in relation to the failed installation. It is understood and agreed
that the services for the repair and maintenance to be provided by SYSTEM PROVIDER
at no additional cost to CLIENT or its Merchant shall be those due to normal use of the
Equipment and shall not apply to:

2.8.1 Repair of damage or performance of maintenance work caused by willful

misconduct or gross negligence in the use of the Equipment by the CLIENT or its
Merchants;

2.8.2 Alterations, attachments, conversions, installation or removal performed on the

Equipment not authorized by the CLIENT and SYSTEM PROVIDER;

2.8.3 Repair of damage or performance of maintenance work resulting from failure of

the CLIENT’s Merchants to provide suitable operating environment for the
Equipment which includes but is not limited to adequate electrical power, air-
conditioning or humidity control; and

2.8.4 Repair of damage or performance of maintenance work resulting from the

actions or services of persons other than SYSTEM PROVIDER’s employees or
representatives. To this end, the CLIENT shall not, without SYSTEM
PROVIDER’s prior written consent, make any adjustments or modifications on
the Equipment. In case of damage pursuant to factors in Sections 2.8.1 to 2.8.4
above, standard repair charges (labor and spare parts) and other reasonable
incidental expenses actually incurred will be charged to the CLIENT.

2.9 WARRANTY; INDEMNIFICATION

2.9.1 SYSTEM PROVIDER warrants that it has the resources and that its personnel
assigned to perform the System Services are qualified and equipped with the
necessary skills required to perform its obligations hereunder. The CLIENT shall
in no case be answerable or accountable for any accident or injury of any kind
which may occur to any employee or personnel of SYSTEM PROVIDER during
the term of this Agreement in the course of the performance of the work and
services under this Agreement, nor for any injury, loss or damage arising from
the criminal acts, negligence or carelessness of SYSTEM PROVIDER or any of its
personnel or any third party to any person or persons or to his or their
property. SYSTEM PROVIDER hereby assumes all liabilities for and on any such
injury, loss or damage and holds the CLIENT free and harmless therefrom.

2.9.2 SYSTEM PROVIDER shall have the entire charge, control and supervision of the
work and services herein agreed upon. SYSTEM PROVIDER shall retain
exclusive right to hire, select, control, supervise, discharge or dismiss its
employees and service providers without any intervention whatsoever from the
CLIENT. The determination of wage, salaries and/or compensation of the
employees and other service providers of SYSTEM PROVIDER shall be under its
sole and complete control and the CLIENT shall in no manner be responsible or
accountable for their salaries and/or wages.

2.9.3 SYSTEM PROVIDER shall hold the CLIENT free and harmless from any and all
claims by SYSTEM PROVIDER’s employees and/or service providers on any
cause of action which may arise relative to any employer-employee relationship.
SYSTEM PROVIDER shall by itself settle all such claims without any burden to
the CLIENT. SYSTEM PROVIDER hereby agrees to reimburse the CLIENT for all
expenses it may incur, including attorney’s fees, in defending itself against
claims made by SYSTEM PROVIDER’s employees and or service providers.

2.10 CONFIDENTIALITY

2.10.1 SYSTEM PROVIDER agrees and binds itself, for the duration and even after the
termination of this Agreement, not to divulge or disclose to any person, party or
 entity, without the prior written consent of the CLIENT, Merchant lists and
other information as may be deemed by the CLIENT from time to time as
confidential in nature and/or integral to its business (“Confidential
Information”) which SYSTEM PROVIDER may have acquired or which may have
been disclosed to it by the CLIENT in the course of the performance of the
services herein. SYSTEM PROVIDER acknowledges that ownership of such
Confidential Information shall remain with CLIENT. Likewise, the CLIENT
agrees and binds itself, for the duration and even after the termination of this
Agreement, not to divulge or disclose to any person, party or entity, without the
prior written consent of SYSTEM PROVIDER, any information obtained by the
CLIENT in connection to or relating to the preparation, perfection and
performance of this Agreement (“Contract-related Confidential Information”).

2.10.2 SYSTEM PROVIDER represents and warrants that it and its personnel, agents
and contractors shall not, directly or indirectly, utilize any Confidential
Information and Contract-related Confidential Information, which has been
obtained from or through CLIENT during the term of this Agreement except
with the prior written consent of CLIENT. Likewise, CLIENT represents and
warrants that it and its personnel, agents and contractors shall not, directly or
indirectly, utilize any Contract-related Confidential Information, which has been
obtained from or through SYSTEM PROVIDER during the term of this
Agreement, except with the prior written consent of SYSTEM PROVIDER.

2.10.3 Upon termination of this Agreement, whether by expiration, cancellation or

otherwise as provided herein, the Parties shall continue to respect and preserve
the confidentiality of all Confidential Information and Contract-related
Confidential Information, which may have come into possession of either Party.
Unless the disclosing Party otherwise agrees in writing, the receiving Party shall,
where physically or technically possible, immediately send to the other all
documents containing any such confidential or proprietary information.

2.10.4 The Parties shall ensure that its personnel, agents and contractors shall likewise
maintain as confidential all disclosures of Confidential Information and
Contract-related Confidential Information made to them. The obligations set
forth in this section shall survive indefinitely even after the termination,
expiration or other cancellation of this Agreement. Notwithstanding anything to
contrary herein, the provisions of this section may be enforced by court action,
including the securing of an injunction or other court order of similar effect, in
any jurisdiction in which a violation is alleged to have occurred.

2.11 OTHERS

2.11.1 From time to time, SYSTEM PROVIDER may conduct routine tests,
maintenance, upgrade or repair on any part of the system, and SYSTEM
PROVIDER shall give the CLIENT prior written notice thereof. The CLIENT
acknowledges that there may be instances where it is not practicable for
SYSTEM PROVIDER to give advance notice of a disruption, for example, in the
event of an emergency, and SYSTEM PROVIDER shall be entitled to disrupt the
System Services to conduct restoration and remedial works without written
prior notice in such emergency cases.

2.11.2 SYSTEM PROVIDER reserves the right to add to, withdraw, or modify the
System Services as it may from time to time determine provided that it shall
notify the CLIENT in writing of any material changes to the System Services as
soon as practicable and can be executed upon CLIENT’s approval.

2.11.3 The CLIENT acknowledges that SYSTEM PROVIDER owns all other system
components required for its performance (“SYSTEM PROVIDER Intellectual
Property”). These system components include the program source codes of the
Equipment program. However, cardholder data, transaction data and derived
data files processed and generated by the CLIENT’s use, as well as systems and
software customized for CLIENT and/or other intellectual property developed
pursuant to this Agreement at the expense of the CLIENT (the “Developed
Intellectual Property”), shall be the sole and exclusive property of the CLIENT.
 2.11.4 These Developed Intellectual Property created at the expense of CLIENT shall be
treated as works for hire. All Developed Intellectual Property shall be deemed as
included in CLIENT’s Confidential Information.

2.11.5 In the event any Developed Intellectual Property is determined by operation of

law or by a court of competent jurisdiction not to be a “work made for hire” or is
otherwise deemed not to be intellectual property owned by CLIENT, SYSTEM
PROVIDER shall be deemed to have assigned, transferred and conveyed to
CLIENT all ownership rights, title, interest and goodwill in the Developed
Intellectual Property, and SYSTEM PROVIDER agrees to execute any
instruments requested by CLIENT to confirm the foregoing. If SYSTEM
PROVIDER fails to execute such instruments as reasonably requested by
CLIENT, SYSTEM PROVIDER hereby appoints CLIENT as its attorney-in-fact for
the limited purpose of executing such documents. Should such transfer of
ownership be deemed unenforceable under applicable law, SYSTEM PROVIDER
agrees to grant to CLIENT an exclusive, perpetual, irrevocable, worldwide and
royalty-free license to use and modify the Developed Intellectual Property. No
consideration other than the mutual covenants and considerations of this
Agreement shall be necessary for any such assignment, transfer, or conveyance.

2.11.6 SYSTEM PROVIDER represents and warrants that the SYSTEM PROVIDER
Intellectual Property and other software applications used in connection with
this Agreement, including any Developed Intellectual Property, shall not infringe
on intellectual property rights of third parties, and SYSTEM PROVIDER shall
hold CLIENT free and harmless from any actions for infringement or such other
actions involving the SYSTEM PROVIDER Intellectual Property, other software
applications and the Developed Intellectual Property pertaining to this
Agreement. The CLIENT on the other hand, represents and warrants that all
materials, content, signage, trademarks, trade names directed to SYSTEM
PROVIDER for installation do not violate any intellectual property rights of
third parties, and thus holds SYSTEM PROVIDER free and harmless from
liability from claims of third persons relating to ownership of such content,
signage, trade names, trademarks and intellectual property.

2.11.7 SYSTEM PROVIDER acknowledges that it will not exercise any right in relation
to CLIENT’s intellectual property and the Developed Intellectual Property, and
shall exercise reasonable care and diligence to avoid any action that would
diminish or jeopardize the rights, goodwill and reputation associated with such
CLIENT’s intellectual property and the Developed Intellectual Property.

2.11.8 SYSTEM PROVIDER is not entitled to use, copy or in any manner exploit
CLIENT’s intellectual property and Developed Intellectual Property without
CLIENT’s prior written consent.

2.11.9 SYSTEM PROVIDER shall be solely responsible for procuring insurance for fire,
theft, loss, and acts of God coverage for the Equipment, which may arise from
the use of the System Services.

3. OPERATIONS & MARKETING

3.1 SYSTEM PROVIDER will manage all digital content that will be uploaded in every store
via the internet upon CLIENT’s approval.

3.2 SYSTEM PROVIDER will deploy Operations Excellence Specialists (OES) to monitor its
system in every store on a regular scheduled basis. Any maintenance or repair work will
be implemented and/or coordinated by these OES personnel of SYSTEM PROVIDER.

3.3 SYSTEM PROVIDER will deploy Account Executives (AEs) to service the creative
development and other requirements of the CLIENT.

3.4 SYSTEM PROVIDER will sell the ad space directly to brand owners of merchandise sold
in Merchant’s stores or through their respective marketing agencies, as well as other
potential advertisers.
3.5 SYSTEM PROVIDER shall charge Php50,000.00 per medium if any advertising brand
will make use of materials developed by SYSTEM PROVIDER on other than SYSTEM
PROVIDER’s ISDD.

4. SERVICE TERM & REVENUE SHARING

4.1 Based on SYSTEM PROVIDER’s total advertising revenue from San Mig Food Ave. ISDD,
50% of revenues will be converted into media values to be utilized by San Mig Food Ave.

4.2 Converted revenues to media values will be applied 30 days after each month based on
the monthly report of actual collections made by SYSTEM PROVIDER on revenues
generated by its San Mig Food Ave ISDD system.

5. CLIENT’S RESPONSIBILITIES

5.1 CLIENT will require brands sold inside every San Mig Food Ave. to buy a _____________ per
year which guarantees each brand:

5.1.1 280 fifteen (15)-second spots per week per store in all 58 stores in the
Philippines throughout the 12-month period. This is a minimum guarantee of
40 spots per day. Bonus spots are possible, depending on available space.

5.1.2 FREE digital animation of existing static material throughout the year.

5.1.3 FREE uploads of materials every Thursday throughout the year.

5.2 CLIENT is required to commit a minimum of eight (8) brands/companies to advertise

using SYSTEM PROVIDER’s system. If CLIENT cannot make the minimum requirement,
CLIENT will cover SYSTEM PROVIDER for the balance.

6. SAN MIG FOOD AVE. DIGITAL CONTENT

6.1 5% of total space of the ISDD system will be available for use by San Mig Food Ave. for
purely San Mig Food Ave.-related content.

6.2 Within the 5% space, specific brand logos and product shots can be featured jointly in a
current San Mig Food Ave.-led promotion.

6.3 SYSTEM PROVIDER will provide digital content development services from digitizable
materials provided by San Mig Food Ave. for all San Mig Food Ave. content at no cost to
the latter.

6.4 San Mig Food Ave. can also use the system during non-operating hours for internal
company communication program (i.e. GM announcements, staff recognition, training,
new product intros, etc.)

7. RELATIONSHIP OF THE PARTIES; LIABILITY AND LOSS

7.1 INDEPENDENT CONTRACTOR. The Parties intend that an independent contractor-

principal relationship be created by this Agreement. The CLIENT is interested only in
the results to be achieved under this Agreement; the manner and means of providing
services under this Agreement will remain under the control of SYSTEM PROVIDER.
SYSTEM PROVIDER is not to be considered an agent, employee, or representative of
the CLIENT for any purpose.

There shall be no employer-employee relationship between SYSTEM PROVIDER’s

regular or contractual employees and the CLIENT. Accordingly, SYSTEM PROVIDER
retains the exclusive and direct supervision and control over its employees, over the
means, manner and method of performing their work under this Agreement and that
whatever instructions may be given by the CLIENT directly to SYSTEM PROVIDER’s
employees shall be construed simply as a desire of the CLIENT to ensure consistent
quality System Service delivery results. It is hereby agreed and understood that
 SYSTEM PROVIDER’s employees are and shall remain to be the exclusive employees of
SYSTEM PROVIDER.

7.2 CONTROL OF WORK BY SYSTEM PROVIDER. SYSTEM PROVIDER will have sole
control of the manner and means of performing the services to be rendered under this
Agreement provided that these do not undermine or breach the CLIENT’s internal
policies and procedures. SYSTEM PROVIDER will direct the performance of its agents
and representatives; however, the services contemplated under this Agreement are
subject to the CLIENT's general right of inspection and supervision to secure their
satisfactory performance.

7.3 The CLIENT represents and warrants that this Agreement is a commercial and business
transaction and that the Equipment shall be used only for the purpose expressly
specified and agreed upon by both Parties in this Agreement.

8. TERM OF THE AGREEMENT

8.1 This Agreement shall be effective commencing upon execution and shall remain in force
and effect for a term of five (5) years. The terms are automatically renewable at the end
of each term, at the option of both Parties, under the same terms and conditions of this
Agreement or such terms and conditions as may be mutually agreed upon by the Parties
to this Agreement if prior written notice is sent by either Party to the other at least two
(2) months before the expiry of the original term.

8.2 Either Party may terminate this Agreement with cause by giving a 60-day notice in
writing to the other Party upon the occurrence of any of the following events:

8.2.1 If the other Party shall commit a material breach of any provision contained in
this Agreement and shall fail to remedy the same within thirty (30) days after
notice specifying the breach or default;

8.2.2 If at any time during the term of this Agreement, any competent authority in the
Philippines directly or indirectly requires the alteration or modification of any
provision in this Agreement or in the operations or of the rights and obligations
of the Parties in a manner that materially and adversely affects the intent of the
Parties to this Agreement;

8.2.3 If one Party has a change of ownership, or is merged, consolidated or absorbed

by another corporation or entity, except: (i) where the Party retains
management control, or (ii) where such merger, consolidation or change in
ownership is required by law;

8.2.4 If all or substantially all of one Party’s properties or assets are assigned to
another, disposed of in any manner, encumbered, and/or are levied upon or
attached by judicial or quasi-judicial order; or

8.2.5 In the event that one Party initiates, or is the subject of, any judicial or
administrative suit or action for receivership, corporate rehabilitation,
insolvency bankruptcy, liquidation, winding-up, dissolution or similar suits or
actions.

9. COUNTERPARTS

This Agreement may be signed in counterparts which, taken together, will constitute one
complete original instrument.

10. FORCE MAJEURE

Any failure of performance due to Force Majeure as defined in Article 1 will not constitute a
violation of this Agreement, provided that such failure is rectified promptly upon the cessation
of the intervening condition and performance is delayed for a period no longer than sixty (60)
working days.
11. PERFORMANCE MONITORING

CLIENT shall evaluate the performance of SYSTEM PROVIDER as CLIENT deems necessary.
CLIENT is vested with the prerogative to inspect and evaluate the results of the services
rendered and communicate its findings to SYSTEM PROVIDER as may be necessary. SYSTEM
PROVIDER shall take the necessary steps to comply with the findings of the CLIENT.

12. GOVERNING LAW

12.1 This Agreement shall be construed in accordance with and governed by the laws of the
Philippines. All actions arising out of this Agreement shall be filed only before the
proper courts of Makati, Quezon City or Pasig City. All other venues are hereby
expressly waived.

12.2 Likewise, in case of breach of this Agreement by any Party which results in court
litigation, the Party found by the court to be in breach of this Agreement shall pay all
costs of litigation as well as reasonable attorney's fees attributable to it.

13. MISCELLANEOUS

13.1 COOPERATION. The Parties agree to cooperate in all matters and to execute such
additional instruments or documents as may be necessary to fulfill the purpose of this
Agreement.

13.2 WAIVER. This Agreement may not be modified, nor will any waiver be effective, except
if such modification or waiver is in writing signed by the Party against whom
enforcement of the modification or waiver is sought. Any waiver will be limited in
application to the specific obligations or conditions being waived at the time the waiver
of such obligation or condition or any other obligation or condition of any other
obligation or condition.

13.3 ENTIRE AGREEMENT. This Agreement and the appendices hereto contain the entire
agreement between the Parties and supersede any prior or contemporaneous oral or
written understandings.

13.4 SEVERABILITY. The provisions of this Agreement will be severable so that if any
provision of this Agreement will be deemed illegal or unenforceable, the remainder will
remain enforceable and applicable. The Parties agree to reform the Agreement to
enforce as much of the Parties' intention in this Agreement as is feasible and legally
allowable.

13.5 AMENDMENT. No amendment, revision, or modification of this Agreement will be valid

and effective unless in writing and mutually agreed to and signed by the Parties.

13.6 ASSIGNMENT. Neither Party will assign or transfer its rights and obligations under this
Agreement without the prior written consent of the other Party. In such case and when
applicable, either Party shall, at the request of the other Party (“Requesting Party”),
render the necessary support and assistance to the Requesting Party for the Requesting
Party to maintain continuity of its business operations.

13.7 SUCCESSORS AND ASSIGNS. This Agreement inures to the benefit of, and is binding
upon, the successors and assigns of SYSTEM PROVIDER and the CLIENT. In such case
and when applicable, either Party shall, at the request of the other Party (“Requesting
Party”), render the necessary support and assistance to the Requesting Party for the
Requesting Party to maintain continuity of its business operations.

13.8 NOTICES. All notices between the Parties shall be in writing, signed by their duly
authorized signatories and shall be delivered to their respective business addresses
stipulated in this Agreement. A notice shall be deemed received on a) the date of receipt,
if personally delivered, or b) the date ten (10) days after posting, if transmitted by
registered mail, or c) the date of transmission as evidenced by the fax transmission
report, if sent by facsimile, d) the date the electronic message is received by the
addressee’s system as evidenced by the auto-return receipt if sent by email.
 13.9 LEGAL COMPLIANCE. SYSTEM PROVIDER and the CLIENT jointly commit to
consistently comply with all existing government laws and regulations and those that
may be enacted, promulgated or implemented in the future.

IN WITNESS WHEREOF, the parties hereto hereby cause their respective authorized
representatives to affix their respective signatures this ________ day of ______________, 2013 at
Makati City.

Conforme:

SAN MIGUEL FOODS, INC. FAST CASHNET COMMERCE, INC.

________________________________ ________________________________________
Francisco G. Jimenez, Jr. Alex Chul Baik
AVP – Franchising Business Managing Director

________________________________
Shiela Mae S. Dote
Finance Manager
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

}ss.

BEFORE ME, a Notary Public in and for ____________on this __________ personally
appeared:

Name Evidence of Identity Date/Place Issued

who were identified by me through competent evidence of identity to be the same persons
described in the foregoing instrument, who acknowledged before me that their respective
signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and
who declared to me that they have executed the instrument as their free and voluntary act and deed
and that of the entity which each represents.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and in
the place indicated above. .

Doc. No. ;
Page No. ;
Book No. ;
Series of 2013.