Contract of Subscription

KNOW ALL MEN BY THESE PRESENTS:

This contract of subscription is made and entered into this 10th day of January 2011 in Quezon City by
and between:

ETC IT Inc., a domestic corporation duly organized and existing under Philippine Law with
principal office at Unit 8-A CyberOne Bldg., Eastwood Cyberpark, Libis, Quezon City
presented herein by its Managing Director, ARTHUR S. GASTILO herein referred to as the
FIRST PARTY.

- and -

KAMKUA PRIVATE EMISSION TESTING CENTER, a domestic sole proprietorship duly organized
and existing under Philippine law with principal office at URBIZTONDO, SAN JUAN, LA UNION,
presented hereinafter by its Owner/Proprietress, ROLANDO C. LIMJAP, hereinafter referred to as
the SECOND PARTY;

Witnesseth That:

Whereas, the FIRST PARTY has competence and proven capability to set-up and operate a Data
Warehousing System which shall be utilized to collect all the required information acquired by the Motor
Vehicle Emission Testing Centers in all its tests conducted in various cities and municipalities;

Whereas, the SECOND PARTY has accredited the FIRST PARTY to set-up and operate a Data
Warehousing System who shall collate and store all the needed data or information with respect to the
conducted tests and operation of the Motor Vehicle Emission Testing Centers and the FIRST PARTY has
accepted the responsibility of providing the required information technology needed for such project;

NOW THEREFORE, the PARTIES hereinto have agreed as follows:

1. The FIRST PARTY hereby agrees to set-up and operates a Data Warehousing System capable
of collecting and storing the required data acquired from the Testing Center owned by the
SECOND PARTY;

2. Upon signing of contract, the SECOND PARTY shall pay the FIRST PARTY a one time
payment for the right to use the latter’s software in the amount of FIFTEEN THOUSAND
PESOS (Php 15,000) (WAIVED); and a software installation fee of TEN THOUSAND PESOS
(Php 10,000) (WAIVED);. Any transportation and other out-of-pocket expenses incurred by
authorized personnel from the FIRST PARTY, requested by the SECOND PARTY, shall be
shouldered by the SECOND PARTY.

3. For the Data Warehousing Service & Interconnectivity fees the FIRST PARTY shall receive a
fee of an amount equivalent to EIGHTY PESOS (Php 80.00) per certificate issued. Any
adjustment to the data entry fee, if the occasion so warrants, shall be made with 30 days prior
notice to the SECOND PARTY.
 4. Fees mentioned above include the current LTO-IT System interconnectivity fee but not its
corresponding increases onwards.

5. All payments due to the FIRST PARTY for the entire transactions/uploads including
interconnectivity made within the week shall be remitted and/or paid by the SECOND PARTY
every Mondays of the following week by:

a. Depositing the entire amount at any branch of the Metropolitan Bank & Trust Company
(METROBANK) under the account name ETC IT Inc., account number 086-3-08653322-8. Any charges by
the bank shall be shouldered by the SECOND PARTY. A copy of the validated deposit slip must be faxed to
the FIRST PARTY within two days after the date of deposit;

b. Sending check payable to the FIRST PARTY to its principal office through any forwarder;

c. Remitting directly to the Credit and Collection Department of the FIRST PARTY at its
principal office.

d. Payment shall be made 30 days after billing but not more than 35 days. Otherwise
corresponding surcharge shall apply.

In case of delay of payment of the total amount or part thereof by the SECOND PARTY, the
unpaid amount shall bear a two percent (2%) daily interest starting on the 36 th day in reference
with the billing date onwards.. This is without prejudice to the given right of the FIRST PARTY to
terminate its services, upon a written notice, to the SECOND PARTY due to the latter’s failure to
meet the agreed payment schedule.

6. OBLIGATIONS AND WARRANTIES OF THE FIRST PARTY.

The FIRST PARTY hereby warrants and obligates itself:

a. THAT the appropriate Board Approval was secured by its duly authorized signatory to sign
this contract of subscription for and on behalf of the corporation;

b. THAT it shall set-up or provide Verification Centers at the Department of Transportation

and Communications (DOTC), Land Transportation Office (LTO) or to any other agencies that may require
such information;

c. THAT it shall upload without delay all data to its main computer for the use of DOTC-DTI
monitoring and any other interested users.

d. THAT it shall warrant the security and confidentiality of the number and details of the
uploaded data of the SECOND PARTY. A written consent from SECOND PARTY shall be solicited prior to
the release of such information to any person or entity.

e. To perform its functions and duties as an authorized IT Provider in accordance with the
guidelines set forth by the DOTC/LTO and other government agencies concerned;

f. To regularly coordinate with the SECOND PARTY in checking/inquiring the performance of

the software system installed.

g. To provide assistance and solutions within 24 hours after receipt of a report from SECOND
PARTY relating to inherent software problems, bugs, glitches and other defects of the system installed.
h. To provide system software upgrading if and when available to improve further its
performance.

i. That it shall incur all expenses such as transportation, lodging and whatever applicable
expenses related to service work performed outside Metro manila due to a bug or defect in the SYSTEM
installed.

j. That it shall report or inform government agency concerned of any incident of transmission
disruption of the FIRST PARTY’s side that may lead to a delay in real time uploading.

7. OBLIGATIONS AND WARRANTIES OF THE SECOND PARTY.

The SECOND PARTY hereby warrants and obligates himself:

a.THAT he has the full capacity and authority to enter into this contract of subscription

b.THAT he shall provide a personal Computer with Pentium 4 and windows XP operating
system, Network card, without CD-ROM and Floppy Disc Drive;

c. THAT he shall devote a telephone line for the transfer of data and must have an account
with any internet service provider;

d. THAT he must submit the following documents to the FIRST PARTY before this
contract will be signed by the FIRST PARTY:

● Photocopy of SEC certificate in case of corporation or DTI certificate in case of

single proprietorship;
● Photocopy of any valid identification card of the duly authorized signatory;
● Photocopy of TESDA certificates of their Technicians;
● Photocopy of the Community Tax Certificate of the duly authorized signatory.

e.THAT he shall pay the above cited corresponding fees without need for any demand;

f. That he shall use only software installed by the FIRST PARTY and to comply with
all the required procedures prescribed by the FIRST PARTY in order to ensure that the
data stored is secured and properly verified;

g. THAT he shall pay a connection fee of ONE THOUSAND PESOS (Php 1,000) if
the accreditation was previously cancelled without the fault of the FIRST PARTY;

h.THAT he shall NOT tamper with the installed software.

8. EXCLUSIVE RIGHT TO SOFTWARE. All software installed in the computer of the

SECOND PARTY, and all its subsequent upgrades shall remain as properties of the FIRST
PARTY. It shall never be transferable or copied to another PETC without the written consent of
the FIRST PARTY. In case the accreditation of the FIRST PARTY shall not be renewed, it has
the absolute right to remove all installed programs in the computer of the SECOND PARTY;

9. CONFIDENTIALITY. Neither party shall disclose the terms and conditions of this Contract
whether in whole or in part, without prior written consent of the party, except only when required
 by law, or a lawful order of the court or administrative body mandated to regulate the business
of either Parties

10. WAIVER. The FIRST PARTY shall not be responsible for any delay that may be incurred
by reason of fortuitous events or during any power failures, or public emergency.

11. VENUE. The PARTIES herein have mutually agreed that any legal actions arising from this
contract shall be fixed exclusively in the appropriate courts.

12. TERMS OF CONTRACT. This contract shall be valid for THREE (3) years and may be
renewed with the mutual consent of the PARTIES herein.

Agreement may be terminated as follows:

By written notice to the PARTY who committed any breach or violation to the terms and
conditions of this contract and consequently have not cured such breach and violation
within thirty (30) calendar days from receipt by the defaulting PARTY of such written
notice;

By prior written notice of at least fifteen (15) calendar days by a PARTY in case the other
PARTY ceases operations, becomes financially unstable, or commence proceedings for
insolvency or bankruptcy, or shall have file a motion for suspension of payments under
Philippine laws;

By mutual consent of both PARTIES upon thirty (30) calendar days written notice to the other
PARTY;

Within thirty (30) calendar days from termination of this contract both PARTIES must settle
payments and receivables, and other pending issues due from another PARTY.

IN WITNESS WHEREOF, the PARTIES have hereunto caused this instrument to be signed at the date and
place above written.

FIRST PARTY SECOND PARTY

ARTHUR S. GASTILO ROLANDO C. LIMJAP

Signed in the presence of:

 (WITNESSES)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) S.S

BEFORE ME, a Notary Public for and in the City of _____________. This ____ day of ________________
2010 personally appeared:

Name CTC Number Date / Place Issued

ARTHUR S. GASTILO 12232980 Jan 3, 2011, Quezon City

ROLANDO C. LIMJAP

All known to me to be the same persons who executed the foregoing instrument consisting of five (5) pages
including this page whereon this acknowledgement is written, duly signed by the parties, and their
instrumental witness on each and every page thereof, and they acknowledge to me that same is their own,
free, voluntary act and deed.

WITNESS MY HAND SEAL, on the date and place above written.

NOTARY PUBLIC
DOC. NO.________
PAGE NO.________
BOOK NO.________
SERIES OF 2010