FINANCING AGREEMENT

(FUEL IMPORTATION)

This Agreement made and entered into this 24th day of September 2018 at
_______________ by and between:

______________________________, a corporation duly organized

and existing under and by virtue of Philippine laws, with principal
office address at ______________________________, represented in
this act by its _______________, Mr. _______________, by virtue of
Secretary’s Certificate hereto attached as Annex “A”, hereinafter
referred to as the “Party A”;

-and-

PAC-ASIA MINERAL & MANAGEMENT CORP, a corporation duly

organized and existing under and by virtue of Philippine laws, with
principal office address at 1287 TET Building, Bambang, St., Sta.
Cruz, Manila City, Philippines 1003, represented in this act by
its President, Mr. Nelson Lo, by virtue of Secretary’s Certificate
hereto attached as Annex “B”, hereinafter referred to as the “Party
B”;

RECITALS

1. Party A is a corporation primarily engaged in the business of importation

and trading of fuel, as well as other commodities, which has accumulated
extensive and valuable practical experience in these fields, and has also
established good and trustful relationships with well-known suppliers and
manufacturers in other countries, as well as with end-users and traders all
over the Philippines;

2. Party B desires to finance the dollar component, on Cost, Insurance and

Freight (CIF) basis, including Local Port Charges and Expenses, and on per
shipment basis, of the above-mentioned importation business of Party A,
and Party A agrees thereto under the terms and conditions set herein below.

OPERATIVE PROVISIONS

I. FINANCING

Party B shall finance the importation business of Party A by providing the

advance payment of the dollar component (“Capital Amount”) thereof on CIF
basis, including Local Port Charges and Expenses, and on per shipment basis,
provided that the commodity subject of importation is lawful and provided
further that said commodity is related to the business of the corporation for
which it is primarily engaged in. Payment for said shipment shall be made by
Party B through the issuance of a Letter of Credit (LC) issued by ANAMETRICS
HOLDINGS LIMITED in favor of Party A’s corporation, its affiliates and/or
associated companies and foreign suppliers upon prior written advice of Party
A, subject to the approval of Party B. Before Party B shall make any payment,
Party A shall make a written request for Party B to effect such payment
attaching thereto copy of the duly notarized Sales and Purchase
Agreement/Supply Contract between Party A and its foreign supplier. The total
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 CIF value, including Local Port Charges and Expenses, of the commodity so
imported shall be the basis for the payment of the Capital Amount as reflected
or indicated in the Sales and Purchase Agreement/Supply Contract which
forms an integral part of this Agreement (Copies of the pro-forma written
request and pro forma Sales and Purchase Agreement/Supply Contract are
herein attached as Annexes “C” and “D”, for reference purposes).

II. RETURN OF CAPITAL AMOUNT

Within thirty (30) days from payment of the Capital Amount, Party A shall
issue in favor of Party B a Documentary Letter of Credit (DLC) in the amount
equal to the value of the Capital Amount paid by Party B for the commodity
subject of the importation, or such mode of payment as may be acceptable to
both parties, plus one percent (1%) of the total value of CIF which shall be
incorporated in the said LC.

Corollary to the foregoing clause, Party A & Party B hereby mutually agree that
if within thirty (30) days, a particular importation will be delayed or fails to
materialize for any reason, Party A shall return the Capital Amount in the
manner provided herein unless Party B signifies the rollover of said Capital
Amount for the next importation.

III. TAXES, CUSTOMS DUTIES AND OTHER EXPENSES

Taxes, customs duties, stevedoring, Philippine Ports Authority (PPA)

fees/charges and other expenses incurred in the discharging or releasing of the
commodities from customs, free zones, PPA and other related government
agencies concern and jurisdiction, including hustling and warehousing, shall
be for the sole account of Party A.

IV. NON-DISCLOSURE AND NON-CIRCUMVENTION

At any time prior to the expiration of this agreement and for a period of one (1)
year thereafter, it is expressly agreed that the identities of any individual or
entity and any other third parties (including, without limitation, suppliers,
customers, financial sources, manufacturers and consultants) discussed and
made available by the Disclosing Party in respect of the purpose of this
Agreement and any related business opportunity shall constitute Confidential
Information and the Recipient or any group, company or associated entity or
individual shall not (without the prior written consent of, or having entered into
a commission agreement with, the Disclosing Party):

a. directly or indirectly initiate, solicit, negotiate, contract or enter into any

business transactions, agreements or undertakings with any such third
party identified or introduced by the Disclosing Party; or

b. seek to by-pass, compete, avoid or circumvent the Disclosing Party from

any business opportunity that relates to the purpose by utilising any
Confidential Information or by otherwise exploiting or deriving any
benefit from the Confidential Information.

V. MISCELLANEOUS PROVISIONS

1. Each party warrants that the individuals who have signed this
Agreement have the legal power, right, and authority to make this
Agreement and bind each respective party.
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 2. Failure of either party to enforce any of the terms, covenants and
conditions in this Agreement does not infer or permit a further waiver of
that or any other right or benefit under this Agreement. A waiver of one
party of any right or benefit provided in this Agreement does not infer or
permit a further waiver of that right or benefit, nor does it infer or permit
a waiver of any other right or benefit provided in this Agreement.

3. The construction, interpretation and enforcement of this Agreement shall

be governed by the laws of the Republic of the Philippines. All disputes
arising out of or in connection with this Agreement shall be finally settled
under the rules of conciliation and arbitration of the Philippine courts by
one or more arbitrator(s) appointed in accordance with the said rules. In
the event of disagreement, the parties shall appoint a referee whose
decision shall be final and binding upon both parties hereto. The
arbitration shall be held in the Philippines and shall be in the English
language;

4. This Agreement may not be changed, modified, waived or discharged, in

whole or in part, unless in writing and signed by the parties;

5. This Agreement, represents the entire agreement between the parties and
supersedes all prior negotiations, representations and agreements by and
among the parties, whether written or oral;

6. This Agreement shall be valid and binding between the parties, their
successors-in-interest and assigns. The effective date of this Agreement
is the date affixed herein;

IN WITNESS WHEREOF, the Parties hereto have executed this

Agreement at the place and on the day and year first above written.

______________________________ ______________________________
Party A Party B
By By

______________________________ NELSON LO
______________________________ PRESIDENT
______________________________ PAC-ASIA MINERAL & MANAGEMENT
CORP

Signed in the presence of:

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 ______________________________ ______________________________

ACKNOWLEDGMENT

Republic of the Philippines )

_________________________ ) S.S.

X-----------------------------------X

BEFORE ME, personally appeared the following:

Name Valid Identification Date/Place Issued

NELSON LO PP-EC8488387 AUG 07, 2016/BACOLOD

Known to me to be the same persons who executed the foregoing instrument

and acknowledged to me that the same is their free and voluntary act and
deed.

This instrument, consisting of four (4) pages, including the page on which this
acknowledgment is written, has been signed on each and every page thereof by
the concerned parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of

_______________, 2018, in _________________________.

NOTARY PUBLIC

Doc No: _______;

Page No: _______;
Book No: _______;
Series of 2018

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