ROCKY MOUNTAIN CAF Service Agreement KNOW ALL MEN BY THESE PRESENTS: This Agreement is entered into by and

between: ROCKY MOUNTAIN CAFE INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal business address at Sales and Marketing Office Camp John Hay Baguio City represented by its Managing Director Mario Benitez, hereinafter referred to as the JOHN HAY COFFEE SERVICES; -ANDLOTSA PIZZA, a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address #3 New Lucban, Baguio City Philippines, and presented by its Owner and Manager Mr. Willy Baron , hereinafter referred to as the CLIENT. WITNESSETH: That Whereas, JOHN HAY COFFEE SERVICES is engaged in the business of installing and operating coffee stations (hereinafter referred to as Coffee Station) in various establishments located in Baguio City; Whereas, the CLIENT made a request for JOHN HAY COFFEE SERVICES to install one (2) Saeco Coffee Station on its identified premises as per the Installation Request Form (Installation Request, for brevity) attached hereto; Whereas, JOHN HAY COFFEE SERVICES agrees to install, under the terms and conditions contained in this Agreement, a Coffee Station at the premises of the CLIENT located at the venues described in the said Installation Request; Now therefore, for and in consideration of the mutual covenants and promises contained herein, it is hereby agreed as follows: ARTICLE 1. EXCLUSIVE COFFEE SUPPLY

1.1

The CLIENT understands that JOHN HAY COFFEE SERVICES is investing a considerable amount of money in providing access to high quality coffee brewing machine and that there is no possibility to generate enough sales of coffee in the CLIENT premises without JOHN HAY COFFEE SERVICES being the exclusive coffee supplier. Therefore, the CLIENT agrees to maintain and protect the exclusive character of our business relationship for the entire duration of this Agreement and to sell only JOHN HAY COFFEE SERVICES coffee in its premises.

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ARTICLE 2. INSTALLATION AND PLACEMENT OF COFFEE STATION 2.1 JOHN HAY COFFEE SERVICES shall install free of charge in the premises of the CLIENT at such Location as are mutually agreed upon by the parties, the equipment described in the Installation Request. ARTICLE 3. REMOVAL OR REPLACEMENT OF RMC EQUIPMENT

3.1

JOHN HAY COFFEE SERVICES shall have the right to remove any of its equipment installed at the premises of the CLIENT under this Agreement without notice and, if necessary, to replace any such machine with an equipment of similar type, quality, and appearance. The CLIENT shall not remove or displace any JOHN HAY COFFEE SERVICES equipment without the assistance of an authorized Rocky Mountain technician. MINIMUM MONTHLY PURCHASES

3.2

ARTICLE 4.

4.1 The CLIENT agrees to purchase a Minimum Monthly Package of coffee from JOHN HAY COFFEE SERVICES as described in Annex A to this Agreement. 4.2 The price for the Minimum Monthly Package shall be as reflected in Annex A of this Agreement. 4.4 Payment for the Minimum Monthly Package shall be done in cash or check payable to JOHN HAY COFFEE SERVICES. after every order following the installation of the Coffee Station, and shall be collected by the designated JOHN HAY COFFEE SERVICES personnel. 4.5 In case of non-payment by the CLIENT for the coffee sold through JOHN HAY COFFEE SERVICES Coffee Station within the period of time stated in this agreement, JOHN HAY COFFEE SERVICES shall immediately stopped operation of its Coffee Station until payment thereof has been made. Said amount due shall earn interest at the rate of three percent (3%) a month until paid. ARTICLE 5. RECORDS AND STATEMENTS

5.1 JOHN HAY COFFEE SERVICES shall maintain a complete accurate record of all
sales made through the Coffee Station located in its premises covered by this Agreement, and shall update said record during each scheduled inspection.

5.2 The CLIENT shall designate a person who shall be responsible for monitoring the
sales of beverages with the designated JOHN HAY COFFEE SERVICES personnel and attest to the sales recorded during each scheduled inspection.

5.3 The CLIENT understands that JOHN HAY COFFEE SERVICES Coffee Stations are
equipped with counters that keep an accounting of every beverage sold and agree that these counters shall be final arbitrator in case of difference of opinion on the quantity of beverage sold.

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ARTICLE 6.

TERM

6.1 This Agreement shall commence upon the installation of the Coffee Station and shall be for an initial term of three (3) months from the commencement date agreed upon by the parties; 6.2 The initial term of three (3) months shall constitute as a trial-period extended by JOHN HAY COFFEE SERVICES to the CLIENT in order for the latter to assess the viability and performance of JOHN HAY COFFEE SERVICES as a coffee service provider; 6.3 On or before the lapse of the trial period, the Parties may renew the coffee services undera regular Service Agreement of JOHN HAY COFFEE SERVICES for a period of at least two (years) unless a notice of termination is furnished by either party to the other in writing, at least 30 days prior to the expiration of the current period. 6.4 Failure on the part of the CLIENT to furnish a notice of termination or renewal on or before the expiration of this Agreement shall be interpreted as a continuation of the coffee services subject to the stipulations of a regular Service Agreement of JOHN HAY COFFEE SERVICES. ARTICLE 7. OWNERSHIP OF COFFEE STATION

7.1 It is understood and agreed by and between the Parties that the coffee station installed on the premises of the CLIENT are and shall remain the property of JOHN HAY COFFEE SERVICES. 7.2 Upon termination of this Agreement by any means, JOHN HAY COFFEE SERVICES shall have the right without further notice to the CLIENT to remove any and all Coffee Station belonging to JOHN HAY COFFEE SERVICES that have been installed on the premises of the CLIENT. ARTICLE 8. PERFORMANCE AND PRICING

7.1 JOHN HAY COFFEE SERVICES shall keep the Coffee Station stocked at all times with sufficient quantities of coffee to insure continuous service to the patrons of the CLIENT.

7.2

JOHN HAY COFFEE SERVICES shall have sole control over the selection of beverages offered for sale through the Coffee Station and of the prices at which they are offered for sale as per the indicated pricing in the Price List for Beverages attached in Annex A to this Agreement. Any necessary changes shall however be made by JOHN HAY COFFEE SERVICES in consultation with the CLIENT prior to implementation.

ARTICLE 9.

RISK OF DAMAGE TO COFFEE STATIONS

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9.1 Except as may be attributed to JOHN HAY COFFEE SERVICES by reason of negligence of its officers, agents, or employees; the CLIENT assumes the responsibility for the theft of, destruction or damages inflicted on the Coffee Station. JOHN HAY COFFEE SERVICES reserves the right of compensation from the CLIENT for the value of or the expenses incurred as a result of the damages to Coffee Station by those employed by or visiting the CLIENT. ARTICLE 10. MAINTENANCE AND SERVICE

10.1 JOHN HAY COFFEE SERVICES shall regularly inspect, service, and maintain free of charge to the CLIENT the described Coffee Station and shall keep them operating and in good working order, at all times promptly maintaining them in clean and sanitary condition in accordance with all applicable laws. 10.2 The CLIENT shall supply suitable waste disposal containers for the convenience of users of the coffee station and shall provide and bear the expense of garbage removal and disposal services. All trash containers shall be emptied at least once daily. 10.3 The CLIENT shall train two (2) personnel designated by the CLIENT on how to properly operate and maintain the Coffee Station. Such designated personnel shall be responsible for monitoring the proper functioning of the Coffee Station and shall report any operational issues to a JOHN HAY COFFEE SERVICES technician within twelve (12) hours of observation. ARTICLE 11. NOTIFICATION OF MACHINE FAILURE

11.1

The CLIENT agrees to notify ROCKY MOUNTAIN promptly of any failure of the Coffee Station to function properly and further agrees to permit only authorized agents of JOHN HAY COFFEE SERVICES to remove, open, or in any way tamper with the Coffee Station. JOHN HAY COFFEE SERVICES agrees to dispatch a technician within twelve (12) hours from receipts of such notification of machine failure. UTILITIES

11.2

ARTICLE 12.

12.1 The CLIENT shall furnish and bear the cost of all utilities necessary for the operation of the coffee station installed under this Agreement and shall furnish suitable utility outlets for use by such machines. 12.2 The CLIENT shall provide continuous service to the machine areas and shall not cause or permit the interruption of such service except in the event of an emergency. ARTICLE 13. RELATION OF PARTIES

13.1 It is the intention of the parties that no agency or employment relationship be created by this Agreement. ARTICLE 14. COMPLIANCE WITH LAWS

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14.1 Each party shall comply with all laws or regulations applicable to the sale merchandise through vending machines. ARTICLES 15. TERMINATION OF AGREEMENT

15.1 This Agreement may be terminated by either party in the event of default by a party in the performance of an obligation set forth in the Agreement; or the materiality reaches any of the terms or conditions of this Agreement and fails to cure default or breach within five (5) days after service of written notice upon the party who incurred such default or breach. 15.2 This Agreement may also be terminated at the time by JOHN HAY COFFEE SERVICES by reason of unprofitability of the operation by giving five (5) days notice in writing to the CLIENT. ARTICLE 16. ASSIGNMENT

16.1 This Agreement shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the respective parties. ARTICLE 17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any and all agreements, understandings, statements, or representations either oral or in writing. ARTICLE 18. ARBITRATION 18.1 Should any difference occur between the Parties regarding the interpretation of this Agreement, the Parties agree to exhaust all possible remedies to settle their difference in an amicable manner. Should they fail to find an amicable solution; the Parties agree to submit their case to arbitration in Singapore using the arbitration procedures of International Chamber of Commerce. ARTICLE 19. GOVERNING LAW

19.1 The validity of this Agreement and of any of these terms or provisions as well as the rights and duties of the parties hereunder shall be interpreted and construed pursuant to and in accordance with the laws of the Republic of the Philippines. IN WITNESS WHEREOF, the parties hereunto signed this Service Agreement this ___day of October 2011, in Baguio City, Philippines. For: JOHN HAY COFFEE SERVICES __________________________ Mr. Mario Benitez LOTSA PIZZA ___________________________ Mr. Willy Baron

By:

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Managing Director

Owner and Manager

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ANNEX A Minimum Monthly Package The Minimum Monthly Package shall be of 24 kg and will include the following Coffee Blend for one (2) Saeco Coffee Machines: Coffee Blend RMC Mountain Blend (for New Lucban Branch) RMC Mountain Blend (for Cooyesan Branch) Total Packaging Pack of 500 g Pack of 500g Quantity 24 24 48

The price for the Minimum Monthly Package will be P 9,600.00 plus VAT or P 10,752.00.00 per machine/branch or P21,504.00. The CLIENT understands that the Minimum Monthly Package will be delivered every week and payable to JOHN HAY COFFEE SERVICES. For: JOHN HAY COFFEE SERVICES LOTSA PIZZA

By:

_______________________ Mr. Mario Benitez Managing Director

____________________________ Mr. Willy Baron Owner and Manager

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ANNEX B AUTHORIZATION TO REMOVE RMC COFFEE STATION I Mr. Willy Baron Owner and General Manager LOTSA PIZZA (Name) (Title) (Company) hereby authorizes the duly appointed representative of the JOHN HAY COFFEE SERVICES to remove the coffee station installed in our premises located at #3 New Lucban Baguio City and Cooyesan Hotel Baguio City for the purpose of withdrawing, repairing, maintaining, or exchanging said coffee station that belong to John Hay Coffee Services. Signed this 25TH of October 2011. Validity Period of this Authorization: Until January 2011.

Signed by: ___________________________ Mr. Willy Baron Owner and Manager LOTSA PIZZA

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) CITY OF BAGUIO)S.S. BEFORE ME, this __th day of ____ 2011, in the of Pasig, Philippines, personally appeared :

Mr. MarBenitez, representing to be the General Manager of John Hay Coffee Services, and Mr. Willy Baron., representing to be the Owner of LOTSA PIZZA.

known to me the same persons who executed this Service Agreement for and in behalf of the said corporations, and the acknowledged to me and that same is the corporate act and deed of _________________________________ and that they are duly authorized o sign the same. The said corporations and authorized signatories exhibited to me the following: CTC NO. ______________________ Date/Place Issued:________________ IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notary seal, the day, year, and place above written. Doc. No.______: Page No. _____: Book No. _____: Series of 2011 NOTARY PUBLIC

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ROCKY MOUNTAIN CAF INC _____________________________________________________________________ EQUIPMENT INSTALLATION REQUEST I, the authorized Signatory for the Client, with office address described below: Client Office Address Company Name Suite and Floor Number Building Name Address City, Province, Country Authorized Signatory Title Cell Phone Hereby request and authorize Rocky Mountain Caf Inc. to install free of charge the following coffee service equipment: No of Units Equipment Type 2 SAECO COFFEE STATION

DATE OF INSTALLATION: At the location described below: Client Office Address Company Name Suite and Floor Number Building Name Address City, Province, Country Authorized Signatory Title Cell Phone

Signed By: __________________ Request Date: INSTALLATION DATE:

Signature over printed name

Signed By: ____________________

Signature over printed name

HEAD TECHNICIAN

Signed By: ____________________

Signature over printed name

MARKETING MANAGER

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