DECLARATION OF TRUST AND BENEFICIAL OWNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

This Declaration of Trust and Beneficial Ownership or Agreement is

made and executed on _______________________, at
________________________, by and between:

PLATFORM 3, INC., a corporation organized and existing

under the laws of the Philippines, with principal address at 21 st
Floor Zuellig Building, Makati Avenue, Makati City, Metro Manila
Philippines duly represented by its Corporate Secretary, Gabriel
Ramon Z. Evaristo (referred herein as, “Corporation”);

KEY MEDIA UK (KM MIDCO) LTD. INC., a corporation

organized and existing under the laws of England Wales, with
principal address at 10th Floor 240 Blackfriars Road London SE1
8NW duly represented by its Director, Michael Stephen Owen
Shipley (referred herein as, “Subscriber”)

- and -

Michael Stephen Owen Shipley, a British national with

correspondence address at 10th Floor, 240 Blackfriars Road,
London, United Kingdom, SE1 8NW (referred herein as,
“Beneficial Owner”).

WITNESSETH: That –

WHEREAS, the SUBSCRIBER appears in the corporate documents of the

CORPORATION, a corporation duly organized and registered under the laws
of the Philippines, as the registered owner and holder of One Million Two
Hundred Twenty-Five (1,225,000) Shares of Stock, which share has a par
value of One Hundred Pesos (P100.00) per share.

WHEREAS, the SUBSCRIBER is substantially owned by Key Media Holdings

Limited a corporation organized and existing under the laws of England
Wales, with principal address at 10th Floor 240 Blackfriars Road London SE1
8NW and which has been declared as the sole person/entity with significant
control over the SUBSCRIBER (herein attached as Annex “A”).

WHEREAS, on the other hand, Key Media Holdings Limited has, in its
corporate filing, declared the BENEFICIAL OWNER as the sole person/entity
with significant control over Key Media Holdings Limited (herein attached as
Annex “B”).

WHEREAS, the above-mentioned shares (collectively the “SUBJECT

SHARES”) is therefore ultimately owned by the BENEFICIAL OWNER being
the person that a.) holds, directly or indirectly, 75% or more of the shares in
Key Media Holding Limited and the SUBSCRIBER; b.) holds, directly or
indirectly, 75% or more of the voting rights in Key Media Holding Limited and
the SUBSCRIBER; c.) has the right, directly or indirectly, to appoint or
remove a majority of the board of directors of Key Media Holding Limited and
the SUBSCRIBER as determined in the declarations with the Companies
House of UK.

WHEREAS, the intendment being that the SUBSCRIBER is to hold the

SUBJECT SHARES only for and in behalf of, and in trust for, the BENEFICIAL
OWNER.

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

1. The SUBSCRIBER hereby acknowledges:

1.1 The absolute title and ownership of the BENEFICIAL OWNER

over the SUBJECT SHARES;

1.2 SUBSCRIBER’s role as holder of the BENEFICIAL OWNER, which

is to hold the naked title to the SUBJECT SHARES for and in
behalf of, and in trust for, the BENEFICIAL OWNER; and,

1.3 The participation of the SUBSCRIBER in the management of the

CORPORATION, and the disposition of the SUBJECT SHARES, are
subject to the BENEFICIAL OWNER’s instructions.

2.The SUBSCRIBER and the BENEFICIAL OWNER agree that all dividends,
whether in the form of cash, stock or property, declared on the
SUBJECT SHARES, shall be for the exclusive account and benefit of the
BENEFICIAL OWNER, and the NOMINEE shall deliver the same to the
BENEFICIAL OWNER.

3.Unpaid subscriptions on the SUBJECT SHARES, if any, shall be for the

exclusive account of the BENEFICIAL OWNER. The BENEFICIAL OWNER
hereby undertakes to hold the SUBSCRIBER free and harmless from
liability for any unpaid subscriptions on the SUBJECT SHARES.

4.With respect to the dividends delivered by the SUBSCRIBER to the

BENEFICIAL OWNER or to the person or entity designated by the
latter, the BENEFICIAL OWNER warrants and hereby undertakes to
hold the SUBSCRIBER free and harmless from liability for any and all
taxes that may be due thereon. Should the tax authorities so require,
the BENEFICIAL OWNER hereby undertakes to present proof that the
dividends so delivered, if taxable, have been declared and tax returns
filed for all tax purposes by the OWNER or person or entity designated
by the latter to receive the same.

5.The BENEFICIAL OWNER shall indemnify, defend, and hold free and
harmless, the SUBSCRIBER’s and/or SUBSCRIBER’s representatives
from and against any losses, liabilities, damages, claims, actions,
judgments, costs and expenses arising from or as a consequence of
the SUBSCRIBER’s holding of the SUBJECT SHARES in trust for the
BENEFICIAL OWNER, and for all acts performed by the SUBSCRIBER’s
as stockholder of the CORPORATION, pursuant to the instructions of
the BENEFICIAL OWNER.

6.The SUBSCRIBER hereby assigns, transfers and conveys unto the

BENEFICIAL OWNER all the SUBSCRIBER’s rights and title to and
interest in the SUBJECT SHARES, and the SUBSCRIBER hereby agrees
to execute such other instruments as may be necessary to enable the
BENEFICIAL OWNER to cause the registration and recording of title to
the SUBJECT SHARES in the BENEFICIAL OWNER’s name on the books
of the CORPORATION. For this purpose, the SUBSCRIBER hereby
authorizes the Corporate Secretary of the CORPORATION to make the
corresponding transfer on the corporate books of the Corporation of
the SUBJECT SHARES or any portion thereof from the name of the
SUBSCRIBER to that of the BENEFICIAL OWNER or of the latter’s new
nominee or nominees upon the BENEFICIAL OWNER’s request. It is

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 understood that unless otherwise instructed by the BENEFICIAL
OWNER, the SUBSCRIBER shall retain the SUBJECT SHARES in
SUBSCRIBER’s name, as described above, on the books of the
CORPORATION.

7.The SUBSCRIBER hereby agrees to execute any and all proxies requested
by the BENEFICIAL OWNER to enable the latter to exercise the voting
rights pertaining to the SUBJECT SHARES.

8. The failure of a Party to insist upon a strict performance of any of the

terms, conditions, and covenants under this Agreement shall not be
deemed a relinquishment or waiver of any right/remedy that the
aforesaid Party may have, nor shall it be construed as a waiver of any
subsequent breach of the same or other terms, conditions, or
covenants. Any waiver, extension, or forbearance of any of the terms,
conditions, and covenants of this Agreement by any Party hereto shall
be in writing and limited to the particular instance only and shall not in
any manner whatsoever be construed as a waiver, extension, or
forbearance of any other term, condition, and/or covenant of this
Agreement.

9. This Agreement shall be governed by, and construed according to, the
laws of the Republic of the Philippines. The venue of any court action
with respect to this Agreement shall be exclusively the proper court of
Makati City, to the exclusion of all other courts.

IN WITNESS WHEREOF, the parties hereto have signed this Declaration of

Trust and Beneficial Ownership on the date and in the place first written
above.

PLATFORM 3, INC. KEY MEDIA UK (KM MIDCO) LTD.

represented by INC.
represented by

__________________________ __________________________
___ ___
Gabriel Ramon Z. Evaristo Michael Stephen Owen Shipley
Corporate Secretary President

_____________________________
Michael Stephen Owen Shipley
Beneficial Owner

Signed in the presence of:

(Signature over Printed Name) (Signature over Printed Name)

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 ACKNOWLEDGMENT

Republic of the Philippines )

) S.S.

I certify that on this ________________________ in

__________________________ before me a Notary Public duly authorized
in the city named above to take acknowledgments, personally appeared:

Competent Date/Place/
Name Evidence of Identity Issuing Authority

Michael Stephen Owen

Shipley

Gabriel Ramon Z. Evaristo

who were personally identified by me through their competent evidence of

identity to be the same persons described in the foregoing Declaration of
Trust and Beneficial Ownership who personally acknowledged before me
that their signatures were voluntarily affixed by them for the purposes stated
therein, and who personally declared to me that they have executed the
same as their free and voluntary act and deed, and that of the corporation
they represent.

IN WITNESS WHEREOF, I affixed my notarial seal on the date and at the

place above-written.

Notary Public

Doc. No.________;
Page No. _______;
Book No. _______;
Series of ________.