INVESTMENT AGREEMENT

          This Investment Agreement (the “Agreement”) is made and entered into on this
_____________________ (the “Effective Date”), by and between_______________________., a
corporation duly organized and exiting under the laws of the Republic of the Philippines with business
address ________________________________, herein represented by ________________ and herein
referred to as the “Implementor” ,

and

____________________________., a corporation duly organized and exiting under the laws of the
Republic of the Philippines with business address at _____________________________________,
herein represented by its _______________, ____________________ and herein referred to as the
“Investor” ,

RECITALS

          A.     Implementor seeks to enter into a General Services Agreement (the “GSA”) with The Job
Foundation (the “Foundation”), a Non-Government Organization (“NGO”), whereby Implementor will
establish and operate “The Bayanihan Project” which aims to raise funds for NGOs and NGO projects
using various technologies and social media (the “Project”).

          B.     Investor is willing to enter into this Agreement to provide Implementor the capital to design,
develop, launch and operate the Project as per the amount given in Annex A Capital Requirements (the
“Investment”) in consideration of the royalties to be paid by Implementor hereunder.

AGREEMENTS

          The parties hereby agree as follows:

          1.      Investment.  Within 10 days from the Effective Date, Investor shall remit to Implementor the
first tranche of the Investment as given in Annex B Cash Flow Projection. Succeeding remittances shall
also be given by Investor to Implementor as per the schedule given in Annex B. 

          2.      Royalty to Investor.  In return for the Investment, Implementor agrees to pay to Investor an
amount equal to two percent (2%) of gross revenues of the Project net of all required government
remittances and/or taxes. The Royalty shall be paid by Implementor to Investor up to the the
___________ anniversary of the Effective Date; The Royalty shall be calculated and reported to Investor
on a weekly basis and summarized on the last day of each of month, and shall be paid by Implementor
within 7 days from the end of the month.

          3. Maintaining and Reporting of Records.    The Implementor shall maintain proper books of
records in accordance with generally accepted accounting practices. The Implementor shall allow the
Investor to inspect the books of records of accounts in relation to gross revenues as well as all basis for
calculation of the Royalty provided under this Agreement in a reasonable manner and within a reasonable
amount of time

4. Intellectual Property Ownership. Investor acknowledges that nothing in this Agreement shall
be deemed to grant it license rights, ownership rights or any other Intellectual Property Rights to any
intellectual assets developed in the course of planning, design, development, implementation or operation
of the Project.
 5. Limitation of Liability. Neither party shall be liable to the other for any loss of profit or any
consequential loss that may be suffered by the other except to the extent arising out of wilful misconduct.

6. Warranties. The Implementor undertakes to hold the Investor free and harmless from any
liability or claim for damages or injuries asserted by any third party arising from the performance of the
Implementor’s responsibilities as the operator of the Project.

7. Relationship of the Parties. Nothing in this Agreement shall be construed to constitute an

agency, partnership or joint venture between the Implementor and the Investor. Nor shall any employer-
employee relationship between them, be deemed to exist, result from or be constituted by this Agreement

8. No Competition. Each party hereto unconditionally and irrevocably covenants and

undertakes with the other party that neither it nor any of its associated companies and/or subsidiaries
shall enter directly or indirectly into similar or substantially similar business to the Project until this
Agreement is terminated and for period of 5 years thereafter.

9. Termination of Agreement. Notwithstanding the term of this Agreement, this Agreement

may be terminated before the expiration of this Agreement upon written consent of both parties;

10. Confidentiality and Publicity.  Confidential information means any and all knowledge,
documents, materials, data and other information whether oral, written, electronic or otherwise concerning
the Project, systems, methods, operations or affairs of the Implementor in relation to the Project that have
become known or shall be made known to either party in the course of negotiations for, pursuant to, or in
furtherance of the Project. It shall include technical, commercial and financial information about the
Project, research or development, sales and market share data, contacts or customers or organization
and operation of the Project.

Neither party may discuss or disclose any confidential information, or originate any
publicity, news release, or other public announcement, written or oral, whether to the public, press,
stockholders, or otherwise, regarding the terms and conditions of this Agreement, or the performance by
either party of its obligations under this Agreement.  However, the parties may discuss, disclose, or
originate publicity, news releases, or other public announcements relating to information which (a) is or
becomes generally available to the public other than as the result of an unauthorized disclosure by either
party; (b) becomes available to either party in a manner that is not in contravention of any applicable laws
from a source that is not bound by a confidential relationship with the other party; or (c) either party
reasonably determines is appropriate for disclosure under any applicable law or is required to be
disclosed by any law, court order, or other legal process, including, without limitation, federal securities
laws.  With respect to disclosure under item (c) above, the disclosing party will notify  the nondisclosing 
party of its obligations to disclose and (i) the non-disclosing party shall have the right to confirm through
an opinion of the disclosing party’s counsel of the obligation to disclose, and (ii) the parties will coordinate
all such disclosures to the reasonable satisfaction of both the parties. Implementor shall provide Investor
reasonable information regarding marketing plans for the Project.

          11.      Binding Agreement and Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted assigns.  Neither party may
assign any of its rights or obligations under this Agreement to any individual or entity without the express
written consent of the other party.  Without limiting the foregoing, Implementor cannot assign any rights
with respect to the Project without securing from the assignee an acknowledgement of the obligations
under this Agreement.  In the event of any assignment by Implementor, Implementor shall remain bound
by the royalty obligation contained herein.

          12.   Entire Agreement, Headings, and Modification.  This Agreement contains the entire
understandings of the parties with respect to the subject matter herein, and supersedes all previous
agreements (oral and written), negotiations, and discussions.  The descriptive headings of the sections of
this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any provision hereof.  Any modifications or amendments to this Agreement must be in
writing and signed by both parties.

           13.      Choice of Law.  This Agreement shall be construed, governed, interpreted, and applied in
accordance with the laws of the Republic of the Philippines. 

          14.      Severability.  In the event a court of competent jurisdiction declares any term or provision
of this Agreement to be invalid or unenforceable for any reason, this Agreement will remain in full force
and effect, and either: (a) the invalid or unenforceable provision(s) will be modified to the minimum extent
necessary to make such provision(s) valid and enforceable; or (b) if such a modification is not possible,
this Agreement will be interpreted as if such invalid or unenforceable provision(s) were not a part of this
Agreement.

15. Notices. Any communication, demand or notice to be given hereunder shall be deemed to
be duly given when delivered in writing or by courier, facsimile or electronic mail to the extent that
confirmation of receipt by the recipient is given or acknowledged.

16. Amendments. Any amendment to this Agreement shall be in writing signed by or on behalf
of the parties hereto

17. Force Majeure. No party shall be liable for failure to perform its obligations under this
Agreement if and to the extent the failure is due to acts of God, causes beyond its reasonable control
such as, but not limited to, fire, flood, or other natural catastrophes, insurrection, industrial disturbance,
inevitable accidents, war (declared or undeclared), embargoes, blockades, legal prohibitions, riots,
breakdown of facilities or machineries or strikes, acts of the government in either its sovereign or
contractual capacity. The party affected by the force majeure shall promptly notify the other party and has
the burden of establishing that the force majeure did exist. Same party shall make all reasonable efforts to
mitigate losses and take all reasonable efforts to resume its obligations in this Agreement with the least
possible delay.

          IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto through their
duly authorized officers as of the Effective Date.

IMPLEMENTOR INVESTOR
By: By:

Name: Name:
Title: Title: