CONTRACT OF CONCESSION

KNOW ALL MEN BY THESE PRESENTS:

This Contract is made and entered into by and between:

AAA., a corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines with principal office
and place of business at ________________, represented in this act by
__________________, hereinafter referred to as AAA “”;
– and –

XXX, a corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines with principal office
and place of business at __________________, represented in this act by
its ____________, hereinafter referred to as the “CONCESSIONAIRE”;

W I T N E S S E T H:

WHEREAS, SHOPWISE operates a supercenter located at

_____________________ (the “Supercenter”) while the CONCESSIONAIRE, is
similarly engaged in the retail business, selling specifically, Photo Films and Cameras.

NOW THEREFORE, for and in consideration of the foregoing premises and their
mutual covenants hereunder, the parties have agreed and stipulated as follows:

(1) CONCESSION FOR SALE AT SPECIFIC LOCATION

AAA shall accept on concession, merchandise belonging to the

CONCESSIONAIRE and agrees to assign a specific location at the
supercenter particularly a space with an area of ____________ more or
less. The exact location of the space is delineated in the location plan
which is hereto attached as “Annex A” and referred to as the PREMISES.
Notwithstanding the foregoing covenant, AAA reserves the right to change
the location of the space to be assigned for the merchandise of the
CONCESSIONAIRE with at least _____________ days written notice to
the CONCESSIONAIRE

The merchandise to be sold by the CONCESSIONAIRE shall be

limited to the approved list hereto attached as “ANNEX B”.
The CONCESSIONAIRE is not authorized to sell whether
temporarily or permanently, items different from the approved line without
prior authority from SHOPWISE, otherwise the latter may, at its option,
consider this contract rescinded, increase the commission rate or compel
the CONCESSIONAIRE to stop the activities. However,
CONCESSIONAIRE may amend ANNEX B subject to the prior written
consent of SHOPWISE.

For the duration of this Agreement, SHOPWISE shall not sell, nor
permit anyone other than the CONCESSIONAIRE to sell, items similar to
those sold by the CONCESSIONAIRE, in the Supercenter.

(2) TERM

This contract shall commence on ___________ and expire on

______________ Upon expiration of this contract, the same can be
renewed at the option of SHOPWISE. In the absence of any written
renewal of the concession agreement after the expiration of the term
herein specified and SHOPWISE tacitly allows the CONCESSIONAIRE
to continue to occupy the PREMISES, it is clearly understood that the

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term of concession is monthly and subject to the terms and conditions and
restrictions of the agreement.

(3) CONSIDERATION

SHOPWISE shall be billed by the CONCESSIONAIRE on the

basis of the list prices agreed upon between AAA and the
CONCESSIONAIRE less a __________ discount. AAA shall pay the
CONCESSIONAIRE within ____________ days following the end of the
month of the date of each invoice.

4) SALES PERSONNEL AND SALES TRANSACTIONS

The CONCESSIONAIRE shall be responsible for the sales staff

and shall provide, at its own expense, a competent sales
Supervisor/representative who shall regularly be on hand for the purpose
of selling, stock monitoring, promoting and furthering the sales of the
CONCESSIONAIRE’S merchandise in the supercenter. The
CONCESSIONAIRE’S sales staff assigned at the store shall follow
AAA’S policies on store hours and break-times.

All payments or receipts for sales of the CONCESSIONAIRE’S

merchandise shall be transacted only by the cashiers provided by AAA.

(5) STOCK AND MANNER OF SALES

The CONCESSIONAIRE shall carry in stock at all times the full

line of merchandise as listed in ANNEX B and the quantity of such stocks
shall be complete and ready for sale at all times during the business hours
of the Supercenter. . AAA agrees to furnish the CONCESSIONAIRE with
suitable storage space as may be required for the conduct of its activities
under this Contract. The CONCESSIONAIRE shall mark all goods in
plain text and will properly tag them with the correct prices.

The CONCESSIONAIRE agrees and warrants to keep and

maintain at all times during the term of this Contract, the best quality of its
merchandise.

Any violation of the foregoing provisions shall be a ground for the

termination of this Contract by AAA.

(6) ADVERTISING AND PROMOTIONS

In order to promote the Supercenter, where the

CONCESSIONAIRE’S merchandise is located, AAA may conduct
advertising and promotional activities which may be considered
appropriate, and CONCESSIONAIRE shall agree to participate and to
share proportionally with all the other concessionaires in the supercenter,
the costs and expenses of such advertising and promotional activities
under terms and conditions as may be agreed upon.

The CONCESSIONAIRE further agrees to a 1% monthly

deduction from its sales representing its participation in the WISE CARD
program of AAA.

The CONCESSIONAIRE shall conduct with and obtain the

approval of SHOPWISE for all advertising lay-outs for its merchandise
that shall mention the name of SHOPWISE.

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(7) SUPERCENTER POLICIES

The CONCESSIONAIRE hereby acknowledges that its sales

representative/s has attended the required orientation on the policies
regarding the Supercenter’s operational procedures.

The CONCESSIONAIRE and its representative/s shall at all times,

during the term of this Contract, be governed by all rules prescribed by
AAA in the management of its Supercenter and shall conduct its sales with
due regard to the rights of the latter.

It is a special condition of this contract that in case of disagreement

regarding any and all matters and aspects related to the conduct of selling
within the space allocated for the CONCESSIONAIRE’S merchandise,
the decision of AAA shall prevail.

(8) NON-LIABILITY : INSURANCE

SHOPWISE shall not be held liable and responsible, except for its
own gross negligence and willfull misconduct, for the damage or loss of
any kind to the assets and merchandise of the CONCESSIONAIRE or for
any injury to its officers, representatives or customers. The
CONCESSIONAIRE, at its own expense, and with a company acceptable
to SHOPWISE, shall carry a comprehensive liability insurance for the
business activity herein contemplated

(9) SIGNS:

The CONCESSIONAIRE shall not put any signs on the inside and
outside of the PREMISES without the prior written consent of
SHOPWISE.

(10) WITHDRAWAL OF MERCHANDISE

Upon termination of this contract, whether due to its expiration or

otherwise, the CONCESSIONAIRE shall immediately withdraw from the
Supercenter all its unsold merchandise.

(11) SPECIAL CAUSES OF TERMINATION

Aside from the expiration of the term, this contract may also be
terminated by AAA:

A) If the CONCESSIONAIRE decides to pre-terminate this

Contract and turns over its assigned area to AAA. The
CONCESSIONAIRE must serve a notice of withdrawal to
AAA one (1) month prior to the actual date of pull-out.

B) If the CONCESSIONAIRE has violated any rules of the

Supercenter or any provision thereof and the
CONCESSIONAIRE has failed to take corrective measures
within thirty (30) days after its attention has been called by
AAA.

(12) WARRANTY AND REPRESENTATION

The CONCESSIONAIRE hereby warrants and represents that it

has the full legal power and authority to enter into this Contract with AAA
and that the making and performance of the contract by it has been duly
and validly authorized by all necessary corporate action.

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 The CONCESSIONAIRE and AAA have agreed and understood
that the latter was induced to enter into this Contract because of the
material representation of the former as to the financial capacity, business
reputation, honesty and personal integrity of the CONCESSIONAIRE’S
present principal owner(s), stockholder(s), manager(s) or proprietor(s). As
such, it is agreed by the parties that any substantial change, sale or transfer
of the owner(s), stockholder(s), proprietor(s) or the ownership holdings of
the CONCESSIONAIRE’S business entity resulting in loss of
management and control of the same shall give AAA the option/right to
cancel/rescind this Contract upon written notice to the
CONCESSIONAIRE.

(13) COMPLETE AGREEMENT

This Contract of Concession constitutes and embodies the entire

and complete agreement between the CONCESSIONAIRE and AAA and
no other terms and conditions, verbal or otherwise, not herein expressly
contained, shall affect, change, modify or in any manner alter the
provisions herein agreed unless such change, modification, addition or
alteration is expressly stipulated in writing, signed by the both parties and
duly notarized.

(14) (14) SEVERABILITY

Should any provision of this Contract be held invalid by any

competent court, the same shall apply only to the provision involved and
the remainder hereof remains valid and enforceable.
IN WITNESS WHEREOF, the parties have executed this Contract have hereunto set their
hands this _____ day of ____________ at ____________, Metro Manila.

RUSTAN SUPERCENTERS, INC. KODAK PHILIPPINES, LTD.

By: By:
___________________________ ________________________________
Mr. Bienvenido V. Tantoco, III Mr. Felino M. Bernardo
EVP-General Manager General Sales Manager

SIGNED IN THE PRESENCE OF

___________________________ ___________________________

REPUBLIC OF THE PHILIPPINES)

_____________ ) S.S.

ACKNOWLEDGMENT

Before me, a Notary Public for and in ______________, personally appeared the
following Mr. ______________, for and in behalf of the AAA, and
Mr._______________, for and in behalf of the CONCESSIONAIRE, with the following
Community Tax Certificates:

CTC No. Date/Place Issued

Mr. Bienvenido V. Tantoco, III 11878610 01-23-02/Makati City
___________ __________________

known to me and to me known to be the same persons who executed the foregoing
Contract of Concession and they acknowledged to me that the same is their free and
voluntary act and deed and the free and voluntary act and deed of the companies they
respectively represent. This Contract of Concession consists of seven (7) pages,

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including this page where this acknowledgment is written and is signed by both parties in
each and every page thereof.
WITNESS MY HAND AND SEAL this ___ day of ____________ at
_____________.

Doc. No. ___; NOTARY PUBLIC

Page No. ___;
Book No. ___;
Series of 2015.

ANNEX “B”

DESCRIPTION OF PRODUCTS AND / OR SERVICES

PRODUCTS / SERVICE LINES:

The CONCESSIONAIREshall operate the PREMISES to provide customers with

the following :

KODAK PHOTO FILMS:

A.GC 135-36 MAX 4-PACK

B. GC 135-36 MAX(CARDED)
C. GA 135-36 GOLD(CARDED)
D. ADVANTIX 400-40(BLISTER PACK)

CAMERAS

A. OTUC MAX HQ
B. OTUC SPORTS AND WATER
C. OTUC MAX OUTDOOR
D. ADVANTIX C350
E. KE 85
F. KB 12 WITH TRIPOD

OPERATING PARAMETERS:

1. The operation of the CONCESSIONAIRE shall be from 10 A.M. to

10P.M. or depending on the operation of SHOPWISE.

2. The CONCESSIONAIRE shall deliver its merchandise/materials to the

store before store opening. All deliveries should be made in the Receiving
Area at the back of the store.

3. All deliveries should be supported by a delivery document. This shall be

acknowledged upon receipt.

4. Pull-out of merchandise/materials should be supported by a duly approved

Gate Pass signed by the Store Manager or his authorized designate. They
should also present the corresponding delivery document as proof that
what they are pulling-out are their items.

5. All deliveries and pull-out shall be logged or recorded in a logbook by the

Internal Security on duty.

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