[CONFIDENTIAL]

4 August 2022

WATCH THEM LEARN INC.

107-5050 Rue de Sorel
Montréal, Quebec H4P 1G5
Canada

Attention: MARIA MILONAS

Re: Registration of a Foreign

Corporation Branch Office

Gentlemen:

Thank you for our phone conversation on 3 August 2022 and email inquiries over
the past few days. In connection with this, we are pleased to submit this proposal for our
engagement as your legal counsel in the above matter. The scope of work shall cover the
following:

a) Preparation and filing of the articles of incorporation and corporate by-laws

with the Philippine Securities and Exchange Commission (“SEC”), together
with the required supporting documents;
b) Processing of the corporation’s application for the authority to do business
under the Foreign Investments Act (Republic Act No. 7042, as amended), if
necessary;
c) Processing and notarization of all documentary requirements that may be
needed during the registration process.
d) Post-incorporation work, including, but not limited to, assistance in
registration of the corporation with the appropriate Regional District Office
(“RDO”) of the Bureau of Internal Revenue (“BIR”) and processing of the
various permits from the appropriate local government unit, if necessary;

For the above services, our fees amount to EIGHT HUNDRED US Dollars only
(USD 800.00), payable as follows:
 USD 600.00 - upon engagement (nonrefundable)
USD 200.00 - upon securing the SEC’s Certificate of Registration/License to
Transact Business

In addition to the legal fees, all disbursements and out-of-pocket expenses

(“Disbursement Expenses”) that may be incurred during the course of the work, including
but not limited to, governmental filing fees and charges, photocopying costs, and
transportation expenses, shall be for your account. As such, consistent with standard
practice, kindly deposit an initial amount of TWO HUNDRED FIFTY US Dollars only
(USD 250.00) to cover disbursement and out-of-pocket expenses upon engagement, subject
to liquidation/accounting in due course.

Should you find the foregoing acceptable, kindly sign your conformity in the space
provided in the extra copy of this letter and send the extra copy back for our files.

However, should you need any clarification about our proposal, please do not
hesitate to write or call.

Allow us to take this opportunity to express our deepest appreciation for the trust
and confidence you have reposed in our firm.

Very truly yours,

PASCUA† & PASCUA LAW OFFICES

By:
RAYMOND JOSEPH D. PASCUA, MCIArb

CRISTINA DG. DE JESUS

CONFORME:

________________________________
Printed Name & Signature

Date: __________________________