CONTRACT TO OPERATE

KNOW ALL MEN BY THESE PRESENTS:

This Contract, made and entered into this ___________ in Dasmariñas, Cavite,
Philippines, by and between:

STARFRESH MARKETING CORP., a domestic corporation duly

organized and existing under Philippine laws with address at Touchstar
Motors Compound, Km. 28 Aguinaldo Highway, Dasmarinas, Cavite,
represented herein by its _____________, _______________, hereinafter
referred to as “STARFRESH”,

-and-

________________________________ of legal age, Filipino,

married, with address at _____________________________, hereinafter
referred to as the “Operator”.

WITNESSETH:

WHEREAS, STARFRESH owns and operates a Contract to deal or distribute

virgin colours softdrinks with INTERBEV for ____________________________.

WHEREAS, STARFRESH desires to have the said Contract operated on by

another party and the Operator is willing and able to operate the same.

NOW, THEREFORE, for and in consideration for the foregoing the parties agree
as follows:

1. PARTY TO CONTRACT OF ROUTE DEALERSHIP/AREA

DISTRIBUTORSHIP AND EFFECTIVITY- The party to the contract to operate a route
dealership or area distributorship with Interbev shall be STARFRESH MARKETING
CORP. represented by _______________________________, its authorized operator and
attorney-in-fact. This contract between STARFRESH and Operator shall be effective
upon signing hereof and for the entire duration of the contract with Interbev.

2. BUSINESS NAMES AND PERMIT- The business under this contract shall be
conducted under the name and logo of STARFRESH Marketing. However, the business
permit to operate in the locality where the route or area is located shall be in the name
and style of the Operator.

3. BASIC REQUIREMENTS- Upon signing of this contract, the Operator shall

have provided or complied with the following:

a. Reservation and Development Fee

b. Capital for down payment of truck, registration expenses, initial fulls,
empties and shells and incidental expenses.
c. Salesperson, assistant and alternate
d. Pre-qualification from Bank or Credit Advice
e. Garage as semi-warehouse
f. Access to internet
g. Business Name and Permit

4. COMPUTER SYSTEM OPERATION- STARFRESH shall provide and train

the Operator with a computer program system that is accessible and operable via the
internet. The Operator shall ensure that encoding of basic sales data is done truthfully
and faithfully on a daily basis. The reports generated by the system shall be the basis for
regular business financial and technical reviews.
 For the efficient use of the system, STARFRESH shall provide the Operator at the
latter’s expense the regular forms and receipts.

5. TRUCK- STARFRESH shall provide Operator with a brand new truck with a
price of second hand, with one year or 30,000 km warranty whichever comes first, and
fit with virgin color red and railings and stickers. The warranty shall be claimed from
Touchstar Motors Corp. or its distributor Eastar Automotive Marketing Corp. It is
understood that the obligation of STARFRESH to the truck is limited only to assisting
claims for warranty and insurance.

In case of accident, breakdown or loss of the truck, it shall be the primary

obligation of the Operator to secure a temporary vehicle at his expense to peddle the
softdrinks. Whenever practicable, STARFRESH may assist in securing temporary
vehicle at the expense of the Operator.

6. SALESPERSONS- The salespersons and assistants, either engaged personally

by the Operator or referred to him by STARFRESH, shall be the employees of the
Operator and no employee-employer relationship exists between said employees and
STARFRESH.

7. TRAINING AND REVIEWS- The training for sales and marketing shall be
handled and provided by STARFRESH prior to turnover and on a regular basis
thereafter. Likewise, regular financial and technical reviews shall be made by the
parties.

8. MARKETING MATERIALS- STARFRESH shall access and/or obtain for the

Operator the uniform marketing materials provided for by Interbev.

9. OPERATOR’S FEE- Within three (3) days from receipt of monthly bill, the
Operator shall pay STARFRESH the Operator’s Fee which is fixed at P1.20 per case
purchased from sales office.

10. THIRD PARTY LIABILITY- The Operator, during the life of this contract,
shall hold STARFRESH free and harmless from any damage or liability or responsibility
to any person or property arising out of or as a consequence of the operation of the
route/area by the Operator, his agents and employees.

11. TRANSFER OF RIGHTS – In case STARFRESH for any reason is unable to

continue its business or contract with Interbev, the operator, who is performing within
standard, shall be substituted as principal party upon proper notice.

Should operator’s performance be below standard despite remedial measures

suggested at business review, STARFRESH may take over the operation. An average
sale per day of 50 cases or less for a period of 3 months shall be considered below
standard. Likewise, if operator be unable to continue operation for any reason,
STARFRESH shall take over. On turnover, STARFRESH shall assist operator to
liquidate the fulls, empties and shells and may buy the truck of the operator.

12. VIOLATION OF CONTRACTS- Any violation of the terms and conditions

provided for in this contract and that of the Contract with Interbev shall be sufficient
ground for the termination of this Contract by the aggrieved party.

IN WITNESS WHEREOF, the parties have hereunto signed this Contract To

Operate on the date and at the place first above-mentioned or written.

STARFRESH MARKETING ___________________________

(Operator)

2
By:

President

SIGNED IN THE PRESENCE OF:

___________________________ ____________________________

ACKNOWLEDGMENT

Republic of the Philippines)

)S.S.

BEFORE ME, a Notary Public, this _______________________________ in

__________________, personally appeared:

CTC NO. ISSUED ON ISSUED AT

____________ ___________ _______________
_____________ ___________ _______________

known to me to be the same person who executed the foregoing instrument and
acknowledged to me that the same is their true and voluntary act and deed.

This instrument which refers to a Contract To Operate contains 3 pages including

the page whereon this acknowledgment is written and is signed by the parties and their
instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL on the day and place first above-mentioned.

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2006