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COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Compromise Agreement executed by and between:

MR. LEE BUMGARNER, President of LEE BUMGARNER INC (LBI) with

office address at 19 Thomas Street, Multinational Village, Paranaque
City, duly authorized to represent and act for its name, place and stead
by ------------ with principal ------------------ dated ------------ hereinafter
referred to as --------------

-and-

NORMA DYCHAUCO, Owner/Proprietor and Operator of A-4, A-25, A-26,

A-27, A-28 and A-29, Ground Floor, Cartimar Shopping Center, Cartimar
Avenue, Pasay City, Philippines and hereinafter referred to as
“RESPONDENT.”

Both collectively known as “PARTIES”

WITNESSETH: That

WHEREAS --------------., is a duly authorized corporation existing under the

laws of the United States of America, the owner of the trademark ---------- of
assorted ------------------- is the trademark owner of ------------------ which are
duly registered before the Intellectual Property Office of the Philippines (IPO).
Said company is engaged in the manufacturing and distribution of full line of
athletic clothing, goggles and accessories. Among those products are
------------------------------, bearing the aforementioned trademarks.

WHEREAS, MR. LEE BUMGARNER of LBI, representing -----------filed a letter-

complaint with the Request letter to the ____________ on the illegal sale and
distribution of counterfeit products with ----------- trademarks.

WHEREAS, on _________, _______________applied search warrants before

Manila City Prosecutors Office. Applications were granted by Hon.
----------- of Manila Regional Trial Court Branch ----------- and issued
Search Warrants Nos. _________________________________

_____________________________ were implemented at the above-mentioned

premise resulted to the confiscation of herein listed below counterfeit
Fox Head products to, wit;

Description Remarks

On ___________, after thorough examination of the confiscated products,

the undersigned found out that those articles were indeed counterfeit.
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Moreover, the abovementioned store, its owner and occupant are neither
official manufacturers, suppliers, dealers or sellers of products that
bears the trademarks of --------, and -------------, nor has the authority to
use the said trademarks in the conduct of their respective businesses

WHEREAS, after a careful re-evaluation of their respective positions, both

parties have agreed to amicably settle their claims and disputes under Search
Warrants Nos. 16-26785 and 16-26788.

NOW THEREFORE, for and in consideration of the foregoing and of the terms
set forth hereunder, both parties have agreed as follows:

1. RESPONDENT undertakes and guarantees to permanently cease and desist

from engaging in the buying, selling, distributing, importing, and otherwise
dealing and unfairly competing in counterfeit -------- products, or any other
products that may now or in the future be found violating the industrial and
proprietary rights of ----------, including but not limited to ----------’s copyrights,
trademarks, patents, and other allied intellectual property rights that ----------
may launch in the future in this territory or elsewhere, and commit that
RESPONDENT shall not now or in the future engage in the unauthorized
importation, sale, distribution and/or disposition of products unfairly
competing in ---------- products.

2. RESPONDENT acknowledges that ---------- has spent the amount of not less
than ________________in connection with the enforcement and therefore,
RESPONDENTS undertake to cover, pay, refund or reimburse said expenses
and costs incurred by ---------- to enforce its intellectual property rights in the
proposed amount of ______________________________________

3. ---------- agrees to accept RESPONDENT’s offer to pay immediately upon the

execution of this Agreement the amount of ONE HUNDRED THOUSDAND
PESOS (P100,000.00) by way of restitution or reimbursement in cash. The
acceptance by ---------- of said reimbursement shall not in any way preclude
---------- from pursuing legal remedies against RESPONDENTS in the event
RESPONDENT in the future shall be found to have violated the terms and
conditions of this Agreement.

4. RESPONDENT fully agrees and will recognize the bases, legality and validity of
----------’s trademark and intellectual property rights claim and hereby
absolutely and irrevocably waive, remit, release or forever discharge ----------
and its officers, directors, successors-in-interest, assigns, agents and
representatives of and from any manner of any action or actions, cause or
causes of actions, sum or sums of money, accounts, damages, claims and
demands whatsoever, in law or equity that RESPONDENT shall or may have
against ---------- upon and by any reason whatsoever in connection with or
related to the enforcement of Search Warrants 16-26785 and 16-26788.

5. RESPONDENT hereby undertakes to provide assistance and information to

---------- in going after RESPONDENT’s source/s of the unfairly competing
---------- products. RESPONDENT’s name will not be revealed to any other party
regarding information provided to LBI.

6. Except as authorized in writing by ----------, RESPONDENT shall not disclose

directly or indirectly to any third person any information relating to this
Agreement. RESPONDENT shall not attempt to use any such information in
any manner that may cause or be calculated to cause injury or loss to ----------.
RESPONDENT shall exert all efforts to prevent the disclosure of any such
information by third PARTIES.
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7. In case of breach of any of the terms and conditions of this Agreement,

RESPONDENT shall be liable to ---------- for all expenses that may be incurred
for the judicial enforcement/execution of the Agreement, including liquidated
damages in the amount of _____________________ provided, that the said liquidated
damages shall not be a measure of the damages resulting from the
unauthorized importation, sale, distribution and/or disposition of products
unfairly competing products owned by ---------- and shall not bar ---------- from
applying injunctive and other legal relief in the future.

8. RESPONDENT agrees to provide any and all information with respect to the
source(s) of such and similar or unfairly competing products and shall assist
---------- in any manner necessary to identify such persons involved in the
unauthorized importation, sale, distribution and/or disposition of products
utilizing the trademark of which belongs to ----------.

9. In consideration of the foregoing undertakings and warranties of

RESPONDENT, ---------- shall not file in any courts or proceeding any criminal
or civil case for violation of Section 168 (Unfair Competition) of Republic Act
No. 8293, as amended (Intellectual Property Code of the Philippines) against
RESPONDENT.

10. RESPONDENT hereby constitute ---------- or its duly authorized representatives

to effect the release of said items from the custody of the court and the NBI and
to file for the subsequent motion, granting unto ---------- or its duly authorized
representatives any and such necessary powers related to such authority, to
turn over all the seized items in the custody and disposition of ----------
whatsoever will aid ---------- in the prosecution and discovery of the source of
the said ---------- products with the full conformity of RESPONDENT.

11. The PARTIES attest that they have entered into this Agreement freely and
voluntarily and that they fully understand the terms and conditions thereof.

IN WITNESS WHEREOF, the PARTIES have hereunto signed this document at City
of Makati, Philippines, ----------- 2016.

By:

__________________________ ________________________________________
MR. LEE BUMGARNER, NORMA DYCHAUCO
PRESIDENT OF LBI Owner/Proprietor and Operator of
Representative of ---------- A-4, A-25, A-26, A-27, A-28 and A-29,
Ground Floor, Cartimar Shopping Center,
Cartimar Avenue, Pasay City, Philippines

SIGNED IN THE PRESENCE OF:

__________________________ _________________________
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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

City of Makati ) S.S.

BEFORE ME this day personally appeared the following:

Name: I.D. Details

1. LEE BUMGARNER Driver’s License No. C13-87-010541

2. NORMA DYCHAUCO

to me known and known to me to be the same persons who signed and executed the
foregoing Compromise Agreement and acknowledged to me that the same is their free
and voluntary act and deed and that of the entities which they respectively represent.

I further certify that said Compromise Agreement consists of five (5) pages
including this one and signed by the above-mentioned parties and their witnesses.

IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal in

Makati this 1ST day of December 2016.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of ______.