MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is made and entered into by and between:

TOPJUAN CONSULTING INC., a corporation duly registered and

existing under and by virtue of the laws of the Republic of the Philippines,
with principal office at 8th Floor, Metrobank Avenue, Metropolitan Park,
Roxas Blvd., Pasay City, represented in this act by its Chief Operation
Officer, Mr. Edward S. Ponti, hereinafter referred to as the FIRST
PARTY;

-and-

TRAVOMANCE TOUR INC., a corporation duly registered and

existing under and by virtue of the laws of the Republic of the Philippines,
with principal office at 8th Floor, Metrobank Avenue, Metropolitan Park,
Roxas Blvd., Pasay City, represented in this act by Mr. Fajian Tan,
hereinafter referred to as the SECOND PARTY;

WITNESSETH:

WHEREAS, the FIRST PARTY is the lessee of THE LEASED PREMISES with a total
floor area of 843.90 sqm from the primary lessor, FEDERAL LAND, INC., situated at 8th Floor,
Metrobank Avenue, Metropolitan Park, Roxas Blvd., Pasay City.

WHEREAS, the FIRST PARTY intends to lend 100 sqm portion of the leased premises
unto and in favor of the SECOND PARTY for the establishment of its own office and for its
exclusive use and enjoyment free of charge and the SECOND PARTY accepts the same
subject to the terms and conditions hereinafter specified.

NOW THEREFORE, for and in consideration of the foregoing premises and under the
terms and conditions hereto agreed upon, the parties hereto covenanted, as follows:

1. The FIRST PARTY has agreed for the free use of the said office space unto and in
favor of the SECOND PARTY without any payment of the rental or whatsoever charges except
as to the amount of ordinary and necessary repairs thereon.

2. The FIRST PARTY shall lend as it hereby lends to the SECOND PARTY the use
and enjoyment of the said office for FIVE (5) YEARS beginning July 15, 2017 to July 14,
2022, subject to renewal at the option of the FIRST PARTY.

3. Accordingly, the SECOND PARTY expressly agrees and warrants that said portion
of the leased premises shall be exclusively used and occupied for BUSINESS PURPOSES
and for legitimate purposes, and the SECOND PARTY is hereby prohibited to use the said
premises for any purpose or purposes contrary to law.

4. The SECOND PARTY expressly acknowledges that the premises are delivered for
use intended for the purpose and in good tenantable condition and agrees to keep the same
in such good and tenantable condition for which purpose. It binds itself to undertake at its
exclusive expense all ordinary repairs necessary to maintain the same in such condition.

5. After the execution of this Agreement, the SECOND PARTY shall submit to the
FIRST PARTY the plan of any proposed additional installations and improvements required
by the nature and purpose of its business affecting the premises, and only after receipt of the
written approval of said plan by the FIRST PARTY may the SECOND PARTY install said
installations and improvements at its own expense.

6. The SECOND PARTY shall guarantee the faithful compliance with any and all
governmental laws, ordinances and regulations arising from or regarding the use, occupations
and sanitation of the premises during effectivity of this Agreement.

7. The SECOND PARTY agrees to allow the FIRST PARTY or its duly authorized
representative to enter and inspect the premises at any reasonable time of the day.

Page 1 of 7
 8. In case of controversy arising under this Agreement or in relation with the use of
the premises, the parties hereto agreed to submit the same exclusively to the jurisdiction of
the courts of Pasay City for adjudication and disposition.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be

executed this _____ day of _________________.

TOPJUAN CONSULTING INC. TRAVOMANCE TOUR INC.

FIRST PARTY SECOND PARTY

By: By:

Edward S. Ponti Fajian Tan

President Authorized Representative

Signed in the presence of:

________________________________ ___________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

)

BEFORE ME, a Notary Public in and for ___________________, Philippines, on

______________, personally appeared:

NAME Valid ID Expiry Date

Edward S. Ponti _________________ __________________

Fajian Tan _________________ __________________

known to me and to me known to be the same persons who executed the foregoing instrument
and they acknowledged to me that the same are their free and voluntary act and deed and of
the entities herein represented.

This Memorandum of Agreement consisting of two (2) pages, including this page on
which the acknowledgment is written and signed by the parties and their instrumental
witnesses in the present of each other.

WITNESS MY HAND AND NOTARIAL SEAL, on this ___ day of _____________ in

______________, Philippines.

Doc. No. ______;

Page No.______;
Book No. _____;
Series of 2017
Series of 2014

Page 2 of 7