DEALER ROUTING SUBSIDY AGREEMENT

This Agreement made and entered into by and between: GINEBRA SAN MIGUEL, INC., a corporation organized under Philippine law, with office at 3/F, San Miguel Properties Centre, St. Francis Street, Mandaluyong City (the COMPANY) -and_________________________________, a corporation duly organized and existing under the laws of the Philippines, with principal office at __________________________, represented herein by its duly authorized representatives, _____________________, hereinafter referred to as DEALER; WHEREAS, under the COMPANY DEALERSHIP SYSTEM covered by the Exclusive Dealership Agreement, the COMPANY has identified the DEALER as a business partner needing assistance on market development. WHEREAS, as market development assistance, the COMPANY will be providing the DEALER with the ROUTING SUBSIDY FOR NEW ROUTES OF DEALERS IN SOUTH PHILIPPINES, defined as shown below; ROUTING SUBSIDY IS PROVIDED TO THE DEALER WHO HAS ADDED NEW ROUTING UNIT/S WITH MANNING COMPLEMENT TO DISTRIBUTE EXCLUSIVELY GSMI PRODUCTS IN HIS AREA OF ASSIGNMENT TO IMPROVE AND ENHANCE COVERAGE OF DIRECTLY SERVED OUTLETS BUT THE VIABILITY OF THE SELLING OPERATION OF THE SAID NEW ROUTE IS AT A LOSS. PRIOR TO ADDING NEW ROUTE/S, GSMI SALES PERSONNEL PREPARES A THOROUGH REVIEW AND ANALYSIS OF THE INITIAL VOLUME OF THE SAID NEW ROUTE AND DETERMINES THE INITIAL ROUTING SUBSIDY, THRU THE PREPARATION OF PROFIT AND LOSS SUMMARY. CORRESPONDINGLY, GSMI SUBSIDIZES THE OPERATING LOSSES OF THE PARTICULAR ROUTE ONLY BASED ON THE FAIR AND JUST MONTHLY COMPUTATION OF THE PROFIT AND LOSS SUMMARY OR MAXIMUM OF P20,000, WHICHEVER IS LOWER. THE ROUTING SUBSIDY SHALL BE PROVIDED FOR THREE MONTHS OR UNTIL THE SELLING OPERATION OF THE SAID PARTICULAR ROUTE HAS ACHIEVED THE BREAK EVEN VOLUME, WHICHEVER COMES FIRST. HOWEVER, IN CASE THE BREAKEVEN VOLUME WAS NOT ACHIEVED IN THREE MONTHS, A NEW REQUEST AND MEMORANDUM OF AGREEMENT SHALL BE MADE FOR ANOTHER THREE MONTHS. HENCE, A THOROUGH REVIEW OF THE PROFIT AND LOSS SUMMARY OF THE NEW ROUTE/S IS CONDUCTED BY THE TERRITORY MANAGEMENT TEAM EVERY MONTH.

ALL EXISTING ROUTES OF DEALERS ARE NOT ENTITLED TO ROUTING SUBSIDY. THE NEW ROUTE/S OF DEALERS WITH ROUTING SUBSIDY AS WELL AS THEIR EXISTING ROUTES ARE ENTITLED TO THE MARKETING SUPPORT FUND PROGRAM. WHEREAS, as market development assistance, the ROUTING SUBSIDY is on top of the functional discount, under the following terms and conditions, to wit; a. This agreement shall cover the period ___________________ or upon the achievement of the break-even volume, whichever comes first; b. The additional route of the said Dealer shall provide the following as shown in Annex A, to with; i. Area Coverage ii. Estimated number of additional DSO iii. Increase number of routes of Dealer iv. Number of DSO vs. HLUniverse c. The new route configuration of the Dealers DSPs due to additional route is identified in the map contained in Annex B; d. The break-even volume of the new route is _______, which upon achievement, shall terminate the said Routing Subsidy; e. The estimated net loss to be subsidized is __________, which is subject to MONTHLY validation for the next three months based on the fair and just computation of Profit and Loss Summary and its attachments as follows; i. FIXED OPERATING ASSUMPTIONS ii. FIXED OPERATING EXPENSES iii. BREAK-EVEN VOLUME AND COSTS iv. SALES-TO-TRADE REVENUE/WHOLESALER DISCOUNT

OTHER PROVISIONS This AGREEMENT is co-terminus with the DEALERS dealership with the COMPANY.

_______________________ Territory Sales Manager _______________________ Area Sales Manager Valentino G. Vega National Sales Manager

__________________________ Dealer

ANNEX A I. The area covered by the additional route of Dealer _________________ follows; Town Barangay No. of Outlets

II. Estimated number of DSO = __________

III. Increase number of routes of Dealer from ______ to ________

IV. DSO versus HLSU from _________ to ________ or _______%