CONTRACT BETWEEN MANUFACTURER AND DEALER

This AGREEMENT, made this ______th day of ________________________________, 20___, by and between ________________________________, a duly organized corporation and existing under the laws of the Philippines by ________________________________, its manager, with central offices at ________________________________, Philippines, hereinafter called the Company; and ________________________________, of legal age, single (or, married to ________________________________) and a resident of ________________________________, Philippines, hereinafter called the Dealer, WITNESSETH: That for and in consideration of the mutual covenants and agreements made herein, by one to the other, the Company and the Dealer, by these presents, enter into a contract of agency whereby the Company grants permission to the said Dealer to take orders for all the medical and beauty products of the Company and said Dealer hereby expressly agrees to act as such agent subject to the following terms and conditions, to wit: 1. Said Dealer, in consideration thereof and for the commission herein agreed to be paid, hereby agrees as follows; (a) To diligently canvass for buyers, and in all reasonable and proper ways, to promote the business and interests of the Company; to receive, care for, and distribute in his territory such catalogs, circulars, folders and other advertising matters as the Company shall furnish. (b) To take a written order, in duplicate, whether for cash or credit, upon the Company's current order blank, the property statements of the buyers, property filled and signed, and verified by the Dealer. All orders are to be used by the buyer and endorsed favorably by the Dealer, the duplicate of which shall be delivered to the buyer, and shall contain the Company's standard form of warranty, without alteration, and the original immediately mailed to the Company for acceptance, but such acceptance or approval of any branch manager or assistant branch manager, officer or salesman of the Company, shall not be deemed a waiver of liability for any breach of duty, or any conditions of this contract, unless expressly waived by the Company in writing. (c) To deliver products sold by him upon written order to the buyer taken on the Company's forms, in duplicate, first duly accepted by the Company at its central office at ________________________________ or approved by any branch manager or assistant branch manager at ________________________________, officer and salesman duly authorized by the Company to grant approval for cash on hand or credit exactly in accordance with terms and conditions of the order as accepted by the Company or approved by authorized persons, with freight and charges added. In case the Dealer shall

make delivery in violation of this covenant, the Company, may, as its discretion, deal directly with the buyer and make such settlement with him as the Company shall deem best without prejudice to the rights of the buyer, and the dealers shall be liable for all loss and expenses sustained by the Company by reason of such breach. (d) To forward to the Company as soon as received, all cash and notes with securities for goods sold. For any cash not so remitted, interest shall be paid by the Dealer at _________________________ per cent from the _______ day after its receipt by the Dealer, and the Dealer, in consideration of this condition and for a valuable consideration, hereby guarantees the payment of indebtedness evidenced by all notes and securities not so forwarded. (e) To properly display and advertise all sample goods left in the care of the Dealer, also to reship all goods belonging to said Company at any time upon request of the Company, freight expenses chargeable to the Company. No charges for discharging, reloading, handling, storing or for any other service or expense will be allowed without the express consent of the Company in writing. (f) To store, protect and care for, and to insure all goods handled by the agent, without expense to the Company, until sold or ordered elsewhere, and to promptly remedy and attend to all complaints by the buyers without calling upon the Company for assistance. The Company may cause any of its property not so cared for, to be insured and protected at the expense of the Dealer. (g) The Dealer shall not, during the continuance of this contract, sell goods of a similar class as would or might compete or interfere with sale of the Company's goods, either on his own account or on behalf of any other person whatsoever. (h) To promptly forward to the Company at its central office at _______________________________, personally or by registered mail, all legal process and papers served upon him, directed to or against the Company as soon as served, but nothing herein contained shall be constructed as authorization by said Company of service on said Dealer. 2. And the Company, in consideration of the foregoing and for the observance of the agreement on the part of said dealer, agrees: (a) To allow to said Dealer commissions as follow to said Dealer, which are to be in full for all charges, services, expenditures, etc., called for or implied in this agreement, including all expenses in paying expenses of customers to inspect the goods, canvassing and soliciting sales, taking or preparing securities, investigating credits, notary's fees, recorder's fees, etc. Commission on all goods shall be calculated and allowed only on the basis of full list price, in force at the time of the company's acceptance of order, and discounts, including cash discounts, allowed the buyer, and other deductions or allowance of any kind, shall be chargeable against the commission.

(b) To allow, for each product or item sold, duly settled for, and delivered by or through dealer, a commission of _____________ per cent, provided the same is fully paid for in cash. If goods sold under this agreement on any single order are paid for in full in cash within ___________________ days from delivery, a commission of _________________ per cent will be allowed from the gross list price. Also an additional quantity discounts will be allowed on sales of _________________________ covered by this agreement when cashed by the dealer under the term of this agreement, such quantity discount to be as follow: Php ________________________________ and under Php ________________________________, _____%, on the factory price list of the goods sold; Php _______________________________ or over, ________%, on the factory price list of the goods sold. (c) That commission on time sales shall be payable only as each installment is fully paid for in cash. A nonnegotible commission certificate, or equivalent instrument, shall be issued by the company representing the commission to accrue upon each such installment, payable only after full payment is received, with its due proportion of interest collected and less its due proportion of all expenses attending the collection and allowance made in discounting or compromising said note or installment, reserving the right of the company to renew, extend or compromise all notes at its discretion. Failure or neglect of the company to collect any notes or installment shall not give any right of action to recover commission represented by any certificate issued against such installment or note. Commission certificates, at option of the company, are not issuable until all the sales and shipments are fully accounted for. The company shall have the right both before and after the expiration of this contract, to require, and the dealer agrees to give to the company, without additional compensation, the friendly information, assistance and goodwill of the dealer in collecting all bills, receivable and accounts of the company arising through the sales made by said dealer, until the whole of them shall have been collected, settled or compromised by the company. (d) To furnish the good as ordered and sold by the dealer on commission; Provided, however, That if from any cause whatever imputable to the company, said company shall fail to furnish said goods or shall fail to fill orders taken through said dealer, then, and in any such case, the company shall be liable to the dealer for any damages, expenses or commissions whatsoever by virtue of such failure to fill the orders. 3. And it is mutually agreed and understood: (a) That the term of this contract shall be for a good period of ______________ years beginning from the date of execution of this contract. (b) ________________________________ ________________________________ (Other provisions desired.)

IN WITNESS WHEREOF, the parties hereto have set their hands this _____ day of ___________________, 20____ in ________________________________, Philippines.

________________________________ Dealer ________________________________ Manager

SIGNED IN THE PRESENCE OF: ________________________________ ________________________________