MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

OCEAN FAST FERRIES INC. (OCEANJET for brevity) a domestic corporation duly organized
and existing under and by virtue of the laws of the Philippines, with office address at Oceanjet
Corporate Building, Sergio Osmena Jr Avenue, North Reclamation Area, Pier 4, Cebu City,
represented in this act by its General Manager, Venisse Bette Lua-Chua, hereinafter referred
to as the “FIRST PARTY”
and

____________________, a domestic corporation duly organized and existing by virtue of the

laws of the Philippines, with office address at __________________, represented in this act by
its _______________________, hereinafter referred to as the ”SECOND PARTY.”

WITNESSETH

WHEREAS, the First Party is engaged in Sea and Coastal Water Transport currently plying the
routes of Cebu – Tagbilaran and vice versa; Cebu – Tagbilaran – Dumaguete - Siquijor and
vice versa;Tagbilaran-Larena and vice versa; CebuCamotes and vice versa; Cebu –
Ormoc and vice versa; Bacolod - Iloilo and vice versa; Calapan Mindoro - Batangas and
Vice Versa; Cebu –Gatafe and vice versa; Tagbilaran- Plaridel, Misamis Occidental and
Vice Versa;

WHEREAS, the Second Party intent (copy of the letter of intent is hereto attached and form
part of this MOA, and marked as annex “A”) to become an Authorized Ticketing Agent of the
First Party, and the latter accept the intention of the former;

NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants
contained herein below, the Parties hereby mutually agree as follows:

1. Appointment and Obligation

Upon acceptance of this Agreement by the First Party OFFI (Oceanjet), the Second Party is
hereby appointed as a non-exclusive Authorized Ticketing Agent with the right to use PRIME as
Agents only and issue official e-tickets of Oceanjet pursuant to this Agreement. The Second
Party accepts such appointments and agrees to serve as Authorized Ticketing Agents as
provided herein.

1.1 That the Second Party must be equipped with communications facilities (i.e.
telephone, fax, scanner, computer unit, printer and etcetera) with internet access
connection to ensure efficient service and open communication with the First Party;

1.2 That the Second Party’s initial cash investment to the First Party for one Account
or Business Name shall be ONE HUNDRED THOUSAND (100,000.00) PESOS,
proof of said investment shall be emailed to the First Party for verification
(marketing@oceanjet.net) and confirmation;

1.3 That upon confirmation of the said investment, the First Party shall create a
user's account and install software through team viewer to the Second Party’s
Computer unit; Second Party is only allowed to have a maximum of two units per
user’s account or Business Name.

1.4 Additional installation of software under the same business name can only be
done upon approval of the written request. Approval of the said request is
determined through Second Party’s Sales Performance which the First Party has full
discretion upon and payment of installation fee in the sum of Five Thousand Pesos
(P5,000.00) per computer unit or device.

1.5 Additional Installation request for Second Party’s other branch with different
Business Address shall be deemed as a new application for new Account which will
have the same set of requirements.

1.6 In the event of damage and irreparable computer units, Second Party is allowed
to request additional installations with an installation fee of One Thousand Pesos
(Php 1,000.00) as long as it will not go beyond 2 working computer units under its
Account or Business Name.

1.7 That the Second Party or its representative’s duty is bound to protect the First
Party’s software against any form of deceit or illegal act. Any act of fraud or deceit
as far as the software is concerned shall be for the sole accountability of the Second
Party which will be deemed as major violation;

1.8 That with the Second Party’s initial investment of ONE HUNDRED THOUSAND
(100,000.00) PESOS, the Second Party can issue tickets and the amount of the
ticket net of five (5%) percent commission will automatically be deducted from the
initial investment or subsequent investment.

1.9 That the Second Party must follow the Physical and Digital Branding, Marketing,
Promotions, and Trademark Guidelines of the First Party.

1.10 That the Second Party cannot make their own promotion in behalf of Oceanjet
unless otherwise permitted by OFFI Oceanjet as the First Party.

1.11 That the Second Party understands and shall inform end-users
(“Customers/Passenger”) that the issued ticket is dependent upon Customers
agreeing and adhering to the OFFI (Oceanjet) Travel Policy, Requirements, and
Promo Conditions which are subject to changes without prior notice.
 1.12 That the Second Party shall inform the passenger to check in with a valid
Identification Card (ID) at the First Party’s passenger terminal at least thirty (30)
minutes before their scheduled departure time.

1.13 That the Second Party shall be liable to their client/passenger, and obligated to
shoulder all necessary and related expenses the passenger may incur due to the
Second Party’s failure to give right information, error ticket and other
misrepresentation that prejudice the rights of the passenger.

1.14T That this Agreement is not exclusive to the agent, and OFFI reserves the
unrestricted right to grant to others the same right to issue, access PRIME and its
value-added versions thereof anywhere in the world. Agents shall not resell PRIME
to any business or to a sister company having the same effect.

2. Product & Services

All pricing and fees agreed in this agreement are exclusive of taxes and other fees. Agents shall
pay any government local and foreign taxes, fees or duties imposed on their sales which will not
concern the First Party which is the Ocean Fast Ferries Inc (Oceanjet)

2.1 Pricing

2.1.1 The Second Party shall follow the official price or rate given by
the First Party.

2.1.2 The Second Party is entitled to FIVE (5%) PERCENT

commission for every e-ticket issued based on promo or regular
fare.

2.1.3 The Second Party does not have the right to change, alter,
impose and announce new ticket prices without the official OFFI
price advisory.

2.1.4 The Second Party shall clarify to its customers that the e-ticket
price is not inclusive of the Second Party’s service fee and that the
e-ticket purchased or issued by the Second Party as a whole is
composed of the regular e-ticket price plus the Second Party’s
Service Fee amount.

2.2 Loading
 2.2.1 That the subsequent investment of the first party’s ONE
HUNDRED THOUSAND (100,000.00) PESOS, with proof of
investment will be credited to the Second Party’s account from
Monday to Friday only. No credit shall be made on Saturdays,
Sundays or Holidays, unless the First Party finds it necessary. Time
to credit subsequent investments, shall be as follows:

2.2.2 Proof of subsequent investment received from 8:00 am –

12:00 noon will be credited to Second Party’s account from 1:00 to
5pm

2.2.3 Subsequent investment received from 12:01- 5:00pm will be

credited to the Second Party’s account on the next working day.

2.2.4 International Bank deposits shall be loaded or credited to the

Agent's Prime Account within 14 business days.

2.2.5. Local Bank deposits different from First Party’s Bank shall be
loaded or credited to the Agent’s Prime Account within 5 business
days.

2.2.5 That in order to ensure uninterrupted issuance of tickets,

Second Party is required to maintain at least TWENTY
THOUSAND (P20,000.00) PESOS of their (load) investment;

2.2.6 That the Second Party’s subsequent loading investment (one

transaction only) will not be less than TWENTY THOUSAND
(P20,000.00) PESOS. Any (load) investment below P20,000.00 will
not be credited.

2.3 Refund and Rebooking

2.3.1 All refunds shall be done in all First Party’s ticketing offices or
Corporate Office.

2.3.2 All Rebooking shall be done in all First Party’s ticketing offices

2.3.3 Changes on the policies of Refund and Rebooking shall be

through official advisory and memorandum from the First Party.

3. Payment & Terms

 3.1 As mentioned in Sub-Section 1.2 of Section 1 the Second Party’s initial cash
investment to the First Party shall be ONE HUNDRED THOUSAND (100,000.00)
PESOS Cash or Check. Proof of said investment shall be emailed to:
marketing@oceanjet.net the First Party for verification and confirmation.

3.2 The Second Party shall pay a one-time payment of Agent’s Fee of Fifty
Thousand Pesos (Php 50,000.00) cash or check to the First Party upon signing this
agreement.

3.3 That the Second Party shall pay a contract bond of Fifty Thousand Pesos (Php
50,000.00) where penalty fees and other fees will be deducted from. (Please see
Section 8)

3.4 Contract Bond shall be reimbursable when Second Party requests for Stop
Operation less the deductions accumulated within the effectivity of the contract.

3.5 Contract Bond shall also be carried over during the annual renewal of contract
less the deductions accumulated within the effectivity of the contract and shall
deposit the remaining amount to reach the fifty thousand pesos contract bond.

3.6 Request to waive the Agent’s Fee must be done via formal letter of request and
shall be honored, recognized and contract effective until signed by the General
Manager.

3.7 No Agent’s Fee will be collected for renewal of contract.

3.5 Agent’s Fee may be collected from the Second Party during renewal of a new
agreement from at least one (1) year hiatus by Second Party’s discretion of non-
renewal or Termination of Contract.

3.6 That the foreign company as a Second Party will pay a contract bond of
500,000.00 Pesos cash or check to the First Party which will be refunded once
contract is terminated or ended less the accumulated charges (e.g penalties,
loading emergency and etc) and a one-time payment of Agent’s Fee of 50,000.00
Pesos also to the First Party upon signing this agreement.

4. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement shall be
deemed or construed to create, or have been intended to create a partnership, joint
venture, employment or agency relationship between the parties. Each party agrees
that it neither has nor will give the appearance or impression of possessing the legal
 authority to bind or to commit any other party in any way except as provided in this
Agreement.

5. Amendments

No provision of this Agreement may be modified, waived or amended except by a

written instrument duly executed by each of the parties. Any such modifications,
waivers or amendments shall require notification and consent of both parties.

6. Termination & Renewal

4.1 That after one (1) month from installation of software or atleast one (1) month
within the effectivity of the contract if the Second Party will have no transaction or
issuance of ticket or major violation to any provision of this agreement resulting in
termination the First Party shall rescind this MOA without any benefit of notice to the
Second Party. In effect, the Second Party’s initial investment shall be reimbursed
net of ten (10%) percent surcharge;

4.2 The Second Party can demand the reimbursement of their investment’s balance
(if there is any) by sending a letter request, and the First Party shall issue cheque in
favor to the Second Party;

4.3 That this Memorandum of Agreement is valid from the date of signing by the
parties thereto is and continue to be in full force and effect until revoked or
terminated. However, any party may pre-terminate this Memorandum of Agreement
by serving written notice to the other party at least one month prior to termination;

4.4 That the First Party reserves the rights to terminate this memorandum of
agreement in case of violation to any of the provisions thereof by the Second Party,
even without the benefit of thirty (30) days’ notice;

4.5 That the Second Party may apply again after termination at least one (1) year
from the date it was terminated.

4.6 That this MOA will expire after 1 year from the day it was signed but is
renewable.

4.7 That the Second Party should send a letter of intent to renew the MOA 30 days
before the MOA expires.

4.8 That there is no automatic renewal of this Memorandum of Agreement after its
expiration;
 4.9 That in case in any dispute arising from this memorandum of agreement the
parties shall exhaust necessary means to settle the same amicably, in case of legal
action, the venue shall be at the appropriate Court of the City of Cebu.

7. Intellectual Property

5.1 OFFI Oceanjet the First Party retains all ownership rights to all applicable
copyrights, trade secrets, trademarks, service marks, trade names and other
intellectual property rights in the Products. The Second Party shall not (i) copy,
modify or reproduce a Product or accompanying documentation in any way, (ii)
reverse engineer, disassemble, or decompile a Product, (iii) remove, obscure or
alter the OFFI proprietary notices, any accompanying End User License Agreement
or other documentation for a Product, (iv) incorporate a Product into any other
software or hardware product, or (v) private label any Product or any portion thereof
or include any other party’s marks or legends on a Product or any portion thereof.
Any documentation accompanying a software product shall also be deemed part of
the Product and delivered to each end user as a complete Product.

5.2 The First Party grants the Second Party a non-exclusive, royalty-free license to
use the OFFI Oceanjet’s trademark, service marks, and trade names for the
purpose of advertising, promoting, merchandising and marketing.

5.3 The Second Party agrees that all such material relating to the Product shall
identify OFFI Oceanjet as the source of the product.

5.4 The Second Party will discontinue all use of OFFI Oceanjet’s marks and names
promptly upon the termination or expiration of this Agreement.

8. Non-Disclosure and Confidentiality

6.1 Confidential Information. Any information disclosed by one Party (the “Disclosing
Party'') to the other Party (the “Receiving Party”) in connection with this Agreement
or otherwise relating to the business or technology of Disclosing Party and which
the Receiving Party knows or has reason to know is regarded as confidential
information by the Disclosing Party including, without limitation, manufacturing,
advertising and obtaining End-Users, or confidential or secret ideas, designs,
processes, plans, End user lists or material, quantity or products shipped, pricing,
product returns, unannounced products, confidential product and process
information, methodologies, know-how, and in general such information which if
disclosed to others would be detrimental to the best interest of OFFI shall be
considered “Confidential Information”. Without limiting the generality of the
foregoing, any information related to the Products shall be considered Confidential
Information of OFFI. Notwithstanding the foregoing and anything to the contrary in
this Agreement, OFFI shall be entitled to use without restriction any End-User
information, provided by the Second Party or otherwise, in its dealings with such
End-User and otherwise.

6.2 Non-Use and Non-Disclosure. Except as (i) expressly permitted or required in

carrying out this Agreement or (ii) required by law or by any competent government
authority, or (iii) such limited disclosures in confidence as may be reasonably
necessary to either party’s attorneys and accountants, the Receiving Party of any
Confidential Information shall not use the Disclosing Party’s Confidential Information
or disclose such Confidential Information to any third party, either during the term of
this Agreement or thereafter, without the prior written consent of Disclosing Party.
Thus, the Receiving Party shall use the Confidential Information of the Disclosing
Party only to perform its obligations under this Agreement and to the extent
expressly permitted under this Agreement. Nothing in this Agreement shall prohibit
either party from disclosing Confidential Information of the other party if legally
required to do so by judicial or governmental order or by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar process in a
judicial or governmental proceeding (“Required Disclosure”); provided that the
disclosing party shall (i) give the other party prompt notice of such Required
Disclosure prior to disclosure, (ii) cooperate with the other party in the event that it
elects to contest such disclosure or seek a protective order with respect thereto, and
(iii) in any event only disclose the exact Confidential Information, or portion thereof,
specifically requested by the Required Disclosure. Except as otherwise provided in
or permitted by this Agreement, neither party shall use, reproduce, duplicate, copy,
or otherwise disclose, distribute, or disseminate any part of the other party’s
Confidential Information except for internal use by employees both standard
employees and temporary employees), consultants or contractors of such party, on
a need-to-know basis solely for the purposes of this Agreement, provided such
employees, consultants or contractors are bound to written confidentiality
obligations consistent with and at least as restrictive as those set forth under this
Agreement.

6.3 Exceptions. The obligations specified in this Section shall not apply to any
Confidential Information to the extent that it is (a) already known to the Receiving
Party without restriction prior to the time of disclosure by the Disclosing Party, (b)
acquired by the Receiving Party from a third party without confidentiality restriction,
(c) independently developed or acquired by the Receiving Party by employees or
contractors without access to such Confidential Information, (d) approved for
release by written authorization of the Disclosing Party, (e) in the public domain at
the time it is disclosed or subsequently falls within the public domain through no
wrongful action of the Receiving Party, or (f) disclosed pursuant to the requirement
of a governmental agency or disclosure is permitted or required by operation of law,
provided that the Receiving Party use its best efforts to notify the Disclosing Party in
advance of such disclosure and seeks confidential treatment for such Confidential
Information.
 6.4 Confidentiality of Agreement. The parties shall mutually agree on any press
release announcing this business relationship. The specific terms of this Agreement
shall not be disclosed by either party to any third party without the prior written
approval of the other party except as (i) may be required by law or by any
competent government authority, or (ii) such limited disclosures in confidence as
may be reasonably necessary to either party’s bankers, investors or potential
investors, attorneys and accountants.

6.5 Ownership of Confidential Information. All Confidential Information shall remain

the property of the respective Disclosing Party and shall be returned to the owner
thereof upon written request, except as expressly permitted or required in carrying
out this Agreement or upon Receiving Party’s determination that it no longer has a
need for such Confidential Information in which case Receiving Party shall destroy
copies of Confidential Information in its possession. Receiving Party’s duty to
protect Confidential Information commences upon receipt of the Confidential
Information. Except as otherwise provided in this Agreement, no license under any
intellectual property right is granted or implied by the conveying of Confidential
Information to Receiving Party. None of the Confidential Information which may be
disclosed by Disclosing Party shall constitute any representation, warranty,
assurance, guarantee, or inducement by Disclosing Party of any kind, and, in
particular, with respect to the non-infringement of any intellectual property rights, or
other rights of third persons or of Disclosing Party.

6.6 Non-Solicitation. During the term of this Agreement, and for a period of two (1)
year, following the expiration or termination of this Agreement, Authorized Agent or
the Second Party shall not induce or attempt to induce (i) any customer or supplier
of OFFI to reduce the business done by such customer or supplier with OFFI; or (ii)
any employee, consultant, sales representative, reseller or distributor of OFFI, to
leave the employ of, or otherwise terminate its relationship with OFFI.

6.7 Injunctive Relief. The parties acknowledge that each other would be irreparably
damaged if any of the provisions of this Section are not performed by them in
accordance with their specific terms. Accordingly, the other party is entitled to an
injunction or injunctions to prevent breaches of this Section by the other party and
has the right to specifically enforce this Section against the other party in addition to
any other remedy to which it may be entitled at law or in equity. If any court
determines that the restraints provided in this Section are too broad, the restraints
may be reduced to whatever extent the court deems reasonable and appropriate.
The obligations of this Section will survive any termination of this Agreement.

9. Miscellaneous
 7.1 Sub-Agent. The First Party herein acknowledges and honors only the agreement
signed between OFFI Oceanjet and the Second Party. Any business transaction
between the Second Party to its Sub-Agents or Sister Company will have no
bearing in this agreement.

7.2 That the Second Party is accountable to any damage, failure, chaos or to the
extent of the same effect caused by its sub-agent and therefore is the sole party to
face, fix and give remedy to whatever their sub-agent is involved with.

10. Violations & Penalties

8.1 Violations

Aside from the possible violations that the Parties may violate from the provisions
stated above that may result to termination, the First Party identifies minor and
major violations with degree of penalties with fines;

8.1.1 Minor Violations

1. Not following the schedule for loading

2. Changing of business name without prior notice
3. Loss of username and password
4. Changing of email without prior notice (No specific email)
5. Unresponsive agent for 2 days unless Sec 9 of this agreement
6. Request not in a formal letter format.
7. Not reading emails, especially important advisory.
8. Impolite and disrespectful agents.
9. Not following on the brand guidelines of Oceanjet
10. Erroneous deposit

8.1.2 Major Violations

1. Claiming of refund without the passenger’s consent
2. Open dated ticket (agent fault)
3. Double claiming of refund
4. Not following official Memorandum from Oceanjet
5. Slandering Oceanjet while on contract in any platform/medium
6. Using Oceanjet brand without consent
7. Misrepresentation
8. Breach of Contract
9. Any actions that might affect or take against the company
reputation and integrity.

8.2 Penalties.

8.2.1 Minor Violations are cumulative within the same year which
shall have the following penalties;
 First Violation-Written Reprimand
Second Violation-Suspension of 3 days
or Three Thousand Pesos Penalty (Php 3,000.00)
Third Violation-Suspension of 1 week
or Five Thousand Pesos Penalty (Php 5,000.00)
Fourth Violation- Suspension of 1 month
Or Ten Thousand Pesos Penalty (Php 10,000.00)
Fifth Violation- Termination

8.2.2 Major Violations- Any proven major violation committed will

result in termination of the First and Second Party’s contract.
8.2.3 In the process of determining the grounds for termination the
First Party shall have the right to suspend or freeze the Second
Party’s PRIME Account while resolving the matter.

11. Fortuitous Events

Events such as acts of war, hostilities, civil war, insurrection or natural phenomenon of an
exceptional or health crisis, inevitable and irresistible character.

9.1 That the First Party shall adhere to any government recommendations or
whenever it deems necessary to stop operation should this kind of situation arise.
9.2 That the First Party shall release its own guidelines in accordance with the
competent government agencies recommendations to any means or medium on
how to move forward with the business operation concerning the Second Party.
9.3 That the Second Party will follow guidelines officially released by the First Party.
9.4 That the Second Party shall inform the First Party through a formal letter of
temporary deactivation should the same situation of Sec 11 arise affecting the
operation of the First Party in a specific region, province, city or municipality.

-END-
Cebu City, Philippines. ______________________

OCEAN FAST FERRIES, INC.

______________________________
FIRST PARTY SECOND PARTY

BY;

VENISSE BETTE LUA-CHUA

______________________________
General Manager

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES) CITY

OF CEBU) Sc.

Before me on ______________ personally appeared MS. VENISSE BETTE LUA-CHUA with

TIN 304-288-154 and ____________________ with TIN. __________, known to me to be the
same persons who executed the foregoing Memorandum of Agreement, and they
acknowledged to me that it is their free act and voluntary deed as well as with the company they
represented.

This Agreement relates to the Memorandum of Agreement as e-ticket outlet situated in the
above mentioned address of the Second Party, consist of Twelve (12) pages, including this
where the Acknowledgement is stated, was signed by the parties on the left margin hereof.

Witness my hand and seal on the place and date written above.