MEMORANDUM OF AGREEMENT

This agreement executed and entered into this ___th day of _______, 2017 at Quezon
City, Philippines, by and between:

_______________(company)___________________, duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
the office address at_____________________________, represented herein by its
owner, _______________________ and herein after referred to as the
“COMPANY”

-AND-

___________________ , a corporation duly organized and existing under

and by virtue of the laws of the Republic of the Philippines, with the
office address at ___________________________________ represented herein by
_________________herein referred to as the “INVESTOR”,

(if individual use this ________(name)_______, of legal age, Filipino, with

permanent residential address at ___________________________hereinafter
referred to as the "INVESTOR";)

WITNESSETH:

WHEREAS, the COMPANY is engaged in the business of

_______________________________________

WHEREAS, the COMPANY and the INVESTOR are mutually desirous to enter
into an agreement, whereby the INVESTOR invests money in consideration of shares
in the Company’s losses and profits;

WHEREAS, the COMPANY expressly disclaims the making of and INVESTOR

acknowledges that it has not received nor relied upon, any warranty or guaranty,
express or implied, as to the revenues, profits or success of the business venture
contemplated by this Agreement. INVESTOR acknowledges that it has read this
Agreement and that it has signed the same using his own business judgment, and
not in consideration of any representation by the COMPANY, or its officers,
directors, shareholders, employees or agents or other terms apart from those
embodied in this Agreement;

NOW, THEREFORE, the parties hereto intending to be legally bound in

consideration of the mutual agreements, covenants and premises contained herein,
do hereby agree as follows:

I.
INVESTMENT

Within ___________ days from the Effective Date, INVESTOR shall remit to the
COMPANY a payment of _______(amount)______________ (the “Investment”) in cash/
installment. (if installment, please indicate terms of payment - when to pay and how
much per payment)
 II.
RETURN

In return for the Investment, the COMPANY agrees to pay INVESTOR an

amount equal to ______________% of net sales of products (“Return”).

When used herein, the term “Product” refers to

________________________________________(describe products), as that brand name may
change from time-to-time, for any and all indications.

The Royalty shall be calculated on a (quarterly/monthly/yearly) basis ending

on the last day of each of Zila’s fiscal (quarters/month/year), and shall be paid by
the COMPANY within _____________ days from the end of the applicable
quarter/month/year.

III.
CONFIDENTIALITY

Neither party may discuss or disclose any information, or originate any

publicity, news release, or other public announcement, written or oral, whether to
the public press, stockholders, or otherwise, regarding the terms and conditions of
this Agreement, or the performance by either party of its obligations under this
Agreement.

However, the parties may discuss, disclose, or originate publicity, news

releases, or other public announcements relating to information which (a) is or
becomes generally available to the public other than as the result of an unauthorized
disclosure by either party; (b) becomes available to either party in a manner that is
not in contravention of any applicable laws from a source that is not bound by a
confidential relationship with the other party; or (c) either party reasonably
determines is appropriate for disclosure under any applicable law or is required to
be disclosed by any law, court order, or other legal process, including, without
limitation, federal securities laws.

With respect to disclosure under item (c) above, the disclosing party will
notify the non-disclosing party of its obligations to disclose and (i) the non-
disclosing party shall have the right to confirm through an opinion of the disclosing
party’s counsel of the obligation to disclose, and (ii) the parties will coordinate all
such disclosures to the reasonable satisfaction of both the parties. The COMPANY
shall provide INVESTOR reasonable information regarding marketing plans for the
Product.

IV.
TERMINATION AND DEFAULTS

In addition and without prejudice to the provisions on termination and

cancellation provided, this Agreement shall be terminated in any of the cases and in the
manner hereunder specified. This Investment shall terminate upon the breach or
default of the parties of any of the terms, conditions, or provisions of the License and/or
upon expiration of the Agreement for any cause or reason.

V.
ASSIGNMENT

This Investment may not be transferred or assigned to any other person or

corporation without the prior written approval of the other party .
 VI.
ENTIRE AGREEMENT

This agreement constitutes the entire, full and complete agreement between
COMPANY and INVESTOR concerning the subject matter hereof, and supersedes all
prior agreements, no other representations, inducements, premises, agreements,
oral or otherwise, between the parties not embodied herein, which are of any force
or effect with reference to this Agreement. No amendment, change of or variance
from this agreement shall be binding on either party unless agreed upon by the
parties and executed in writing.

VII.
FORCE MAJEURE

Whenever a period of time is provided in this Agreement for either party to

do or perform any act or thing, except the payment of monies, neither party shall be
liable or responsible for any delays due to strikes, lockouts, casualties, acts of God,
war, governmental regulation or control or other causes beyond the reasonable
control of the parties, and in any event said time period for the performance of an
obligation hereunder shall be extended for the amount of time of the delay.

VIII.
SEPARABILITY

If any term, covenant, condition or provision of this Agreement shall, to any

extent, be held invalid or unenforceable, the remaining terms, covenants, conditions
and provisions hereof shall not be affected thereby, but each term, covenant,
condition and provision shall be valid and enforced to the fullest extent permitted by
law.

IX.
DISPUTES

The Parties shall exert all efforts towards the immediate settlement of all
disputes arising from or in any way related to this Agreement. Any action arising
from or in any way related to this Agreement shall be initiated only before the
proper courts of Quezon City, Philippines .

X.
CAVEAT

The success of the business venture contemplated to be undertaken by

INVESTOR by virtue of this Agreement is speculative and depends on several
factors. The COMPANY does not make any representation or warranty as to the
potential success of the business venture contemplated hereby.

INVESTOR acknowledges that it has entered into this Agreement after making
an independent investigation and study of the COMPANY. INVESTOR cannot be
expected to realize nor has anyone made any other representation which is not
expressly set forth herein to induce INVESTOR to accept and execute this
Agreement.

IN WITNESS WHEREOF the parties hereto, having been duly appraised of their
rights and obligations under this contract and having understood the same, and
intending to be legally bound hereby, have duly signed and executed this Agreement
in Quezon City, Philippines, on the day and year first above mentioned.
 COMPANY: INVESTOR:

______________________ ______________________

SIGNED IN THE PRESENCE OF:

______________________ ________________________
Printed Name and Signature Printed Name and Signature

REPUBLIC OF THE PHILIPPINES)

QUEZON CITY) S.S

PERSONALLY APPEARED before me this _____day of __________, 20__at Quezon

City, Philippines, _______________________________ exhibiting to me his ____________issued at
_______________on_______________. And __________________________ exhibiting to
me her ________________issued at ____________________on_____________________ has known to
me the same person who executed the foregoing Franchise Agreement and
acknowledges to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL.

NOTARY PUBLIC

Doc. No.___________________
Page No.___________________
Book No. __________________
Series of 2017.