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Proposal for Professional Services

October 05, 2020

Re: Certification for the increase of authorized capitalization

Gentlemen:

In connection with the application of VJ-7 PRINTING AND PACKAGING, (the "Company")
for an increase in authorized capital stock in accordance with the requirements of the
Securities and Exchange Commission (SEC) circulars and other regulations, we are pleased
to present this proposal to render professional services to the Company in order to amend
the existing provision of the articles of incorporation in relation authorized capital stock.

Attached are the details of the engagement on how our outsourcing task will function.

If the terms of this proposal meets your agreement, kindly sign in the space provided
below.

Very truly yours,

ENRICO T. PIZARRO

CONFORME:
We acknowledge that the engagement letter and the attached terms and conditions of
business form a binding agreement between us.

DATE
Objectives

The objectives of the engagement are the following:

1. To ensure that the improperly accumulated earnings of the Company will be properly
addressed in relation to the excess of retained earnings against the paid-up capital of the
Company.

2. To ensure that the necessary compliance of increasing the authorized capital stock and paid-
up capital will be properly complied with.

Scope of Services

1. Issue report on the verification of subscriptions as required by Securities and Exchange


Commission (SEC) Memorandum Circular on the increased in authorized capital stock
subscription.

2. Prepare and submit the following requirements for the increase in capital:

a. Prepare the required director’s and secretary’s certificate for the approval of the
amendment of the articles of incorporation’s provision on authorized capital stock.

b. Prepare the required Amended Articles of Incorporation for submission with the
SEC.

c. Secure monitoring clearance with Corporate Registration and Monitoring


Department (CRMD) of the SEC.

d. Submit the following documents to SEC for the request of amendment of articles
of incorporation:

i. Director’s and Secretary’s certificate for the proof of approval of the Board
and stockholders of the amendment of the articles of incorporation in
relation to the increased in authorized capital stock.

ii. Clearance monitoring certificate as cleared by the SEC-CRMD.

iii. Amended Articles of Incorporation reflecting the new authorized capital


stock.

e. Follow-up from time to time the approval of the SEC of the increase in authorized
capital stock.

f. Upon receipt of the Amended Articles of Incorporation and SEC Certificate of the
Amendment, perform the following:

i. Pay with the Bureau of Internal Revenue (BIR) the documentary stamp tax
(DST) on the subscription of new authorized capital stock.

ii. Ensure the documents obtained from SEC and BIR are transmitted to the
Company.
Billings and Fees

Out-of-pocket expenses (OPEs), such as transportation and document


reproduction costs, mailing, transaction if contractor will be sent to other location other than the
Company’s head office, thus, will be billed as ten percent (10%) of the professional fee, exclusive of
VAT.

The actual government fees shall be billed upon receipt of assessment from the government
agency of the actual fees for payments and shall be excluded in the 10% OPE as discussed in the
previous paragraph.

Confidentiality and Other Provisions

1. We understand that as a consequence of their engagement, you shall make


available to us and our representatives all necessary information, which we may,
from time to time, require in furtherance of the above outsourcing services. We
agree to hold and treat in strict confidence any and all information conveyed to us
by the Co m p an y , whether orally or in writing, on any and all matters relating, but
not limited to, the Company business operations and clients. We shall not, either
during or after the period of their engagement, e x c e p t in the proper course of
our duties or as permitted by the Company, divulge any person any trade secret
or information concerning the business or financial arrangement or position of the
Company or any of its related body corporate, or any of the dealings, transactions
or affairs of the business of the Company or any of its related body corporate. If
we have been required or requested (by oral questions, interrogatories, requests
for information, subpoena, civil investigative demand or similar process), to disclose
any Confidential Information, we agree to provide the Company with prompt
written notice. We acknowledge that any violation of their confidentiality provision
is a cause for the unilateral termination of our engagement with the Company.

2. We do not have the authority to bind the Company or any related body corporate
or to incur any obligation on its behalf or represent ourselves as the Company agent
or employee. We agree that, s av e for our obligation to comply with the duti es
of disclosure as requested and of utmost good faith, at common law and under any
relevant legislation, it is our obligation to refrain from any misrepresentation,
misleading or deceptive conduct to neither party nor its advisors, agents, officers or
employees making any representation or warranty as to the accuracy or
completeness of the information requested. The Company or any of its officers will
not have any liability to any person arising out of or in connection with our use or
their reliance on the information requested.

3. We acknowledge that the services we will render shall be solely in our capacity as
a manpower outsourcing Company and that no employer-employee relation exists
between our agents and the Company. The Company agrees that Parlance Business
Solutions Int’l, Inc. Staff shall not be directly/indirectly hired during the period of
their agreement and within a period of one (1) year upon termination of their
agreement unless a written approval is provided by Parlance Business Solutions Int’l,
Inc.
4. We shall not, except as may be necessary for the purpose, copy or store any
Confidential Information without the prior written consent of the Company.
Confidential Information include but is not limited to any and all information,
technical data or know- how, including proprietary intellectual property,
proprietary computer software, computational methodologies and decisional
analysis, facilities, costs, operations and maintenance procedures, strategic,
tactical and negotiating information, information supporting litigation or
administrative proceedings, databases and other financial, technical or commercial
information relating to the Company.
5. We agree t o indemnify the Company for any loss or damage ( including all
reasonable costs) which the Company may suffer directly in consequence of any
unauthorized disclosure or use of the Confidential Information or of any other
breach of the covenants, agreements and undertakings contained in their
Agreement.

6. We shall not assign the Company rights or sub-contract any portion of this
Agreement. Any changes on the body of their agreement shall be covered by
either a revised contract or an addendum to their contract and properly
approved by the Company and Parlance Business Solutions Int’l, Inc.

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