MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This DRAGONPAY MEMORANDUM OF AGREEMENT made and entered into by and
between:
DRAGONPAY CORPORATION, a corporation duly organized and existing under
and by virtue of the laws of the Philippines, with principal place of business and
office at Suite B, 5f Builder!s "enter Building, #$% Salcedo Street, &egaspi
'illage, (a)ati "ity, Philippines, and represented by MR. ROBERTSON S.
CHIANG, "*+, duly authorized for this purpose, hereinafter referred to as
DRAGONPAY,
-and-
______________________, a domestic corporation duly organized and existing
under and by virtue of the laws of the Philippines with principal place of business
and office address at .........................., represented in this act by
_______________, acting as ................, duly authorized for this
purpose, hereinafter referred to as MERCHANT,
WITNESSETH: That
/0*1*2S, DRAGONPAY has represented that it has a system to allow MERCHANTs
clients to pay for subscriptions and purchases using a facility called DRAGONPAY as
hee!"a#te $e#!"e$,
/0*1*2S, MERCHANT is desirous of availing of the said system for itself,
3+/, T0*1*4+1*, in consideration of the foregoing premises and the terms and
conditions hereinafter set forth, DRAGONPAY and MERCHANT hereby mutually agree
as follows:
%. DEFINITION OF TERMS:
%.%. CLIENT 5 MERCHANTs customerend-user who transacts through the
MERCHANTS website or over the channels accepted by DRAGONPAY& ' e"$
(se)*(st'+es '# a", th!$-.at, !"$!/!$(a0 ' s(1-+e*ha"t..
%.2. DRAGONPAY 5 the facility offered by DRAGONPAY that allows the "&6*3T of
any MERCHANT to pay for subscriptions and purchases through any payment
channel 7ointly supported by MERCHANT and DRAGONPAY8 This system
directly debits the "&6*3T!s fund source then credits MERCHANT!s account
with DRAGONPAY8
2. GENERAL POLICIES
2.%. DRAGONPAY and MERCHANT shall ensure the security and confidentiality of
all information captured from all parties involved8
2.2. DRAGONPAY will re9uire certain information to be entered by the "&6*3T to
authenticate his identity and authorize access to his fund sources8
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DRAGONPAY and MERCHANT shall ensure the security and confidentiality of
these information8
=8=8# 2t anytime that the security and confidentiality of the above-mentioned
"&6*3T information is threatened, DRAGONPAY shall suspend the
implementation of the said gateway facility until such time as the threat or
deficiency is corrected to the satisfaction of DRAGONPAY8
=8=8= The DRAGONPAY payment screen is intended to be filled out only by the
"&6*3T himself or herself with his or her financial details8 To ensure
security, privacy and confidentiality, MERCHANT is not allowed to enter
data on behalf of the "&6*3T8
=8=8> DRAGONPAY reserves the right to temporarily or permanently suspend the
DRAGONPAY services to MERCHANT due to a high fraud rate, any
unethical business practice, violation of the terms and conditions defined in
this 2greement, or any other unauthorized use of the service8 MERCHANT
has to submit an explanation or clarification prior to DRAGONPAYs
reactivation of the service8 Should MERCHANT be able to satisfactorily
answer all concerns, DRAGONPAY will reactivate service within =? hours8
=8>8 Payment transactions received by DRAGONPAY up to end-of-day cut-off time of
#=:%% o!cloc) midnight (anila, Philippine Time @;(TABC shall be posted as
transactions of that day8 2ny transaction received by DRAGONPAY after the cut-
off time shall be considered as transaction of the next day8
=8?8 2ll MERCHANT transactions processed by DRAGONPAY shall be included in
the daily "ollection 1eports and electronic files to be generated by
DRAGONPAY8 These shall contain the minimum information agreed upon by
DRAGONPAY and MERCHANT8
=858 Payment transactions shall be settled on the terms agreed upon and defined in
3S*he$(0e %48
=8D8 2 7oint effort between MERCHANT, and DRAGONPAY shall be made to mar)et
DRAGONPAY to their respective "&6*3Ts8
=8$8 2ll parties shall )eep copies of reports and files for reconciliation and future
reference for a period of no less than six @DC months from transaction date8
=8B DRAGONPAY reserves the right to addmodifyremove payment methods from
DRAGONPAY without prior notice, based on the terms and conditions of our
payment partners and any modifications that may arise subse9uently8 0owever,
this is sub7ect to the condition that MERCHANT should be given due notice of at
least 5 days prior to such changes8
>8 RESPONSIBILITIES OF MERCHANT
>8#8 MERCHANT shall set up an interface to connect their website to DRAGONPAY
to allow payments using DRAGONPAY. Enless otherwise agreed upon,
MERCHANT shall shoulder the cost of hardware, software development,
routersmodems, leased lines for production and testingbac)-up purposes, and
other items that may be necessary to connect the MERCHANT system to the
DRAGONPAY service8
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>8=8 MERCHANT agrees that the DRAGONPAY service will be used solely for the
website, products, and services as defined in S*he$(0e 28 Should changes to
these details be necessary, MERCHANT must inform and get clearance in
writing from DRAGONPAY8 4ailure to do so may warrant a suspension or
termination of the DRAGONPAY service by DRAGONPAY after proper
investigation and notice to MERCHANT8
>8>8 MERCHANT is prohibited from using the service to receive payments for
narcotics, unauthorized gaming, ob7ectionable sexual materials such as child
pornography, products infringing on any third partyFs copyright, patent,
trademar), trade secret or other property rights or rights of publicity or privacy, or
any other products or services prohibited by law8 MERCHANT agrees that
damages incurred by DRAGONPAY as a result of these activities, including fines
and other related legal expenses, will be payable by MERCHANT8
>8?8 MERCHANT shall adopt the DRAGONPAY cut-off time, as described in
Provision =8>, for the purpose of transaction reporting, settlement and
reconciliation8
>858 6n case there is a need to credit bac) a "&6*3T!s account due to an erroneous
payment @PT6 &egal: Gindly define the meaning of erroneous payment and the
scenarios that may lead to this issueH 6n addition, if the erroneous payment is
caused by :12;+3P2<, how will the merchant be protectedH C or fraud,
MERCHANT agrees to DRAGONPAY deducting the contested amount from the
unsettled transactions to MERCHANT8 6f the unsettled transactions are
insufficient to cover the amount to be credited bac), MERCHANT agrees to pay
DRAGONPAY the amount due immediately upon demand8
>8D8 MERCHANT shall commit and ensure correct application of payment of
customers8 MERCHANT shall shoulder the ris) and legal conse9uences of non-
delivery or erroneous delivery of productservice, non-application or erroneous
application of payment @PT+ &egal: Please define further scenario that would
lead to erroneous paymentC, or erroneous advice to refund @PT+ &egal: Please
define further scenario that would lead to erroneous advise to refundC,8
>8$8 MERCHANT shall set up a 0elp :es) that will handle all of its customer 9ueries
and complaints relating to the online purchase of productsservices and payment
via DRAGONPAY8 MERCHANT should clearly indicate the contact details of the
0elp :es) in its website8 The contact details should include the office address,
email address and telephone numbers at the minimum8
>8B8 MERCHANT shall shoulder the financial ris) of error or fraud committed by its
"&6*3Ts, employees and suppliers8 2ccordingly, DRAGONPAY shall not be
liable for reimbursements, payments, set-off or deductions for amounts which
may have been erroneously or fraudulently obtained by such third persons8
>8I8 MERCHANT ac)nowledges that the copyright, designs, trade mar)s and other
intellectual property rights comprised in the information, text, graphics, scripts,
software, technology, music, sound, photograph or any other materials or wor)s
used on, comprised or contained in the DRAGONPAY Payment System,
DRAGONPAY software and the DRAGONPAY (ar)s @collectively Jthe
(aterialsJC are the sole and exclusive property of DRAGONPAY andor its
licensors8 MERCHANT further underta)es not to challenge, dispute or 9uestion
such sole and exclusive property8
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>8#%8 MERCHANT further agrees and underta)es that save as expressly
permitted in this 2greement by DRAGONPAY, it shall not without
DRAGONPAY!s prior written consent, perform the following:
>8#%8#8 reproduce, copy, reverse compile, adapt, modify, distribute,
commercially exploit, display, broadcast, hyperlin) or transmit in any manner
or by any means or store in an information retrieval system any part of the
DRAGONPAY /ebsite or the (aterials, or
>8#%8=8 create or use derivative wor)s from the (aterials or create any
hyperlin) of any sort or manner to or from the DRAGONPAY /ebsite from
or to any other website or use any part of the (aterials contained at the
DRAGONPAY /ebsite or any other server8
>8##8 MERCHANT shall ma)e its clientscustomers aware of this DRAGONPAY
service by carrying the DRAGONPAY logo within the MERCHANT website
especially in the screens where payments are prompted and processed, as well
as in any of its advertisements and mar)eting communication material of
whatever form or medium8 DRAGONPAY hereby grants MERCHANT the right
to use the logo of DRAGONPAY for this purpose8
>8#=8 MERCHANT shall offer the DRAGONPAY facility pac)aged as part of its
own productservice8 6n any case, MERCHANT shall coordinate with
DRAGONPAY and enforce the DRAGONPAY policies, standards and
procedures across its client base, a copy of which is hereunto attached as
2nnex .... and made an integral part hereof, !"*0($!"5 s(*h .'0!*!es&
sta"$a$s a"$ .'*e$(es 6h!*h +a, 1e !+.'se$ $(!"5 the 0!#et!+e '#
th!s a5ee+e"t8
>8#>8 MERCHANT shall ensure and apply all payments in their financial boo)s
in conformity to the amounts stated in the daily "ollection 1eport of
DRAGONPAY8 6f for some reason but without fault or negligence of
DRAGONPAY, MERCHANT ma)es a billing andor terminates its agreement
with its partner or a "&6*3T whose account has been paid through
DRAGONPAY, MERCHANT shall be solely liable to whosoever suffers
damages8 KPT6 &egal: 6f the payments in the daily collection report does not
match to the payment records of the (*1"023T, what would be the liability of
:12;P+P2<HL
>8#?8 MERCHANT& with its prior consent, hereby underta)es to reimburse, upon
demand, DRAGONPAY for any such amount they may pay in settlement of the
claim, in the event damages are claimed against DRAGONPAY and
DRAGONPAY decides to settle the claim if 7udicial action was initiated, and
provided that the event which serves as the basis of such claim was not due to
any fault or negligence on the part of DRAGONPAY and its employees8
>8#58 2ny discrepancy in the billing amount and the amount paid by the "&6*3T,
as well as any complaint arising from the billing made by MERCHANT to its
"&6*3TS, shall be referred to MERCHANT for immediate investigation and
settlement8
>8#D8 MERCHANT shall allow DRAGONPAY the concession of ma)ing the
re9uired ad7ustments within one wee) without any adverse conse9uence on the
"&6*3T or any liability on DRAGONPAY for payments not credited, provided
that the delay in crediting was unavoidable or beyond their control8 KPT6 &egal:
/hat would happen if # wee) has already expired and payments was not
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reconciled or payments are not creditedH /hat is the protection of the
(*1"023T in this clauseHL
>8#$8 MERCHANT shall pay DRAGONPAY the fees as stated in 3S*he$(0e %4
to avail of the DRAGONPAY 4acility through existing and future payment
channels8
?8 RESPONSIBILITIES OF DRAGONPAY
?8#8 DRAGONPAY shall operate and maintain the DRAGONPAY infrastructure =?
hours a day, $ days a wee)8
?8=8 DRAGONPAY shall provide MERCHANT with relevant systems documentation
of its existing infrastructure to enable the latter to build the re9uired interface
programs8 DRAGONPAY shall support MERCHANT in all phases of systems
development and pro7ect implementation8
?8>8 DRAGONPAY shall accept and process payments through the channels
available through DRAGONPAY8
?8?8 DRAGONPAY shall credit account of MERCHANT for the payments and
collections from DRAGONPAY, as a result of payments initiated from the
MERCHANT website8
?858 DRAGONPAY shall provide MERCHANT with a Statement of 2ccount based on
an agreed schedule to show the amounts credited or debited for review and
reconciliation purposes8
?8D8 DRAGONPAY shall underta)e the necessary security measures to reduce fraud
but shall not guarantee a completely fraud-free environment8 3evertheless,
DRAGONPAY shall be held liable for errors or fraud committed due to the fault
or negligence of its employees8
?8$8 DRAGONPAY may help promote the products or services offered by
MERCHANT, based on MERCHANTs concurrence and approval, through
DRAGONPAYs mar)eting and public relations activities including, but not
limited to: website announcements, banner ads, and press releases8
58 REPRESENTATIONS AND WARRANTIES
58#8 The MERCHANTMERCHANT hereby represents and warrants that it shall exert
earnest efforts in determining that any third party individuals or sub-merchants
who will ma)e use of DRAGONPAY will be is duly licensed and has the right to
mar)et, distribute and sell its products or services online, the warranty on the
right to mar)et, distribute and sell on products or services online shall be to
borne by such third party individual or sub-merchant8
58=8 KPT6 &*;2&: /e would li)e to re9uest the removal of this clause8 "urrently
Paynamics is a Payment 4acilitator and not the actual (erchant8 So we would
not be able to warrant that Paynamics owns the product and serviceL
58>8 MERCHANT shall li)ewise exert due diligence in determining if a third party
individual or sub-merchant who will ma)e use of DRAGONPAY warrants that it is
allowed, licensed and authorized to set up the sub7ect website andor lin) and
that its principal, if any, has given its consent to set up, create, and maintain the
website andor lin), warranty regarding the same shall be borne by such third-
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party individual or sub-merchant8 KPT6 &*;2&: /e would li)e to re9uest the
removal of this clause8 "urrently Paynamics is a Payment 4acilitator and not the
actual (erchant who fulfills the goods8L
58?8 MERCHANT shall expressly stipulate in any agreements entered into with third-
party individuals or sub-merchant shal warrants that the "ontent the latterit shall
provide or will further provide DRAGONPAY does not infringe upon any
copyright, trademar) or other proprietary rights of third parties and hereby holds
DRAGONPAY free and harmless from all claims for infringement of any
intellectual property8
5858 /arranty on a2ll products or services advertised and appearing at the website
andor lin) as above mentioned regarding its are genuiness or in the state as
advertised, described andor represented therein shall be warranted by the third-
party individual or sub-merchant who availed of made use of DRAGONPAY88
58D8 2ny Third-Party individual or SUB-MERCHANT who made use of the
:12;+3P2< shall hold DRAGONPAY free and harmless from all liability from
its "&6*3TS for the 9uality and delivery of its products or services as a result of
the implementation of this 2greement8 8 KPT6 &*;2&: /e would li)e to re9uest
the removal of this clause8 "urrently Paynamics is a Payment 4acilitator and not
the actual (erchant who fulfills the goods8L
58$8 The MERCHANT warrants that it shall exert due diligence in the selection and
screening of any Third-Party individuals or SUB-MERCHANTS who will ma)e
use of the DRAGONPAY8 2ny warranties and representation as to the fitness of
a product, its delivery or any obligations which may arise between a third-party
individual or sub-merchant and their clients shall be borne by the former8 6t is
expressly understood that the MERCHANT!s obligation hereunder are purely as
a Payment 4acilitator and not the actual owner, custodian, provider of such
goods or services offered by third party individuals or SEB-(*1"023T to the
general public or its clients8
D8 MISCELLANEOUS
D8#8 This 2greement shall ta)e effect upon its signing by the parties and shall remain
in force for an initial term of one @#C year, renewable every year thereafter unless
otherwise terminated upon the re9uest of either party, by giving the other party a
written notice at least one @#C month in advance of its termination8
D8=8 2ll information disclosed and exchanged between DRAGONPAY and
MERCHANT made in the course of discussions, studies, or other wor)
underta)en between the parties, shall be considered as "onfidential 6nformation8
6t is understood that said "onfidential 6nformation should not be distributed,
disclosed or disseminated, and should only be )nown to employees who have a
need to )now such information for the purpose for which it is disclosed8
6n Bro, can you put that surety bond in contract? Revised item 6.4 in this
manner.
At a certain time, once merchant has reached a transaction voume de!ned
by both parties, settement to the merchant "i be made on a daiy basis.
#his is to essen settement e$posure to thr merchant.
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%nce daiy voume has reached &hp 5'',''' a day, dra(onpay "i obtain
and submit a surety bond in favor of the )erchant.
D8>8 Epon the implementation of this 2greement, the parties shall set a minimum
transactional volume which shall be defined by the parties, once such
transactional volume has been met by the (erchant, settlement of the accounts
of the (erchant shall be done on a daily basis8
+nce the daily transactional volume has reached the amount of 46'*
0E3:1*: T0+ES23: P*S+S, :12;+3P2< shall then secure a surety bond
sufficient to cover any outstanding balance that may be due and demandable to
the (*1"023T8 MERCHANT shall be given priority rie all other claimsallowed
to recRAGONPAY in order to settle any outstandch obli
D8?8 This 2greement shall be sub7ect to periodic review, and may be modified or
amended upon mutual consent of the parties8 2ny and all amendments to this
2greement shall be implemented only after the parties shall have mutually
signified their conformity in writing8
D858 3o provision of this 2greement shall be deemed to have been waived or
modified unless such waiver or modification shall be evidenced by a written
instrument which is signed by all parties hereto and any such waiver or
modification shall apply only to such terms or conditions expressly noted in said
written instrument8
D8D8 This 2greement may not be transferred or assigned without the prior written
consent of both parties8
D8$8 4or all actions or lawsuits arising out or in connection with this 2greement, the
venue shall be in the proper courts of (a)ati "ity to the exclusion of all other
venues8 This 2greement shall be governed by Philippine &aw8
D8B8 DRAGONPAY and MERCHANT shall not be liable for any loss, damage or delay
caused by war, riots, civil commotion, stri)es, loc)-outs, labor disputes or other
such causes or contingencies beyond its reasonable control which prevents or
delays it in performing any obligation arising out of this 2greement8 Should such
event prevent DRAGONPAY or MERCHANT from complying with any of its
obligations under the 2greement for a period of at least seven @$C days, either
party may terminate the 2greement immediately upon written notice8
D8I8 DRAGONPAY and MERCHANT hereby represent that each is duly authorized
by their respective Board of :irectors to enter into this 2greement, and that their
respective signatories are li)ewise duly authorized to sign this 2greement on
behalf of their own companies8
63 /6T3*SS /0*1*+4, the parties hereto hereby cause their respective authorized
representatives to affix their respective signatures this ........ day of
.............., =%#> at (a)ati "ity8
PAYNAMICS TECHNOLOGIES INC. IPAY77 PHILIPPINES
DRAGONPAY CORPORATION
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TIN: 889-9:8-8;<-888
_______________________ _______________________
RONALD P. MAGLEOEDDIE LEE
ROBERTSON S. CHIANG
CEOCOUNTRY MANAGER CEO
WITNESSES:
______________________ ______________________

ACKNOWLEDGEMENT
1epublic of the PhilippinesC
(a)ati "ity CS8S8
B*4+1* (*, a 3otary Public of and in (anila, Philippines on this .... day of
............, =%#> personally appeared:
Name CTC / Passport / Drivers
License
Date/Place of Issue
Merchant
DRAGONPAY CORP.
1obertson S8 "hiang Passport *B$#IIB?% Man =#, =%#> (anila
Gnown to me and to me )nown to be the same persons who executed the foregoing
instrument and ac)nowledged to me that the same is their free and voluntary act and
deed and of the corporation which each represents8
/6T3*SS (< 023: 23: S*2& on this .......... day of ................, =%#>
in (etro (anila8
3+T21< PEB&6"
:oc8 3o8 :
Page 3o8 :
Boo) 3o8 :
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Series of =%#>
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SCHEDULE %
I. S*he$(0e '# Fees a"$ Re+!tta"*e
DRAGONPAY shall deduct the transaction fee from its payables to MERCHANT8 The
transaction fees are as follows:
Channel < 10k txn/mo 10k to 25k
txn/mo
> 25k
txn/mo
%nine Ban- .ebit &1' / t$n &, / t$n &+ / t$n
%#0 Ban- .eposit &13 / t$n &12 / t$n &1' / t$n
%#0 1on2traditiona &1+ / t$n &16 / t$n &15 / t$n
DRAGONPAY shall remit payments to MERCHANT on a wee)ly8 The remittance shall
be in the form of electronic transfer to a MERCHANT designated ban) account8 Should
there be charges in the remittance of payment, such as ban) wire transfer fees,
MERCHANT agrees to shoulder all such fees and charges8
DRAGONPAY will remit payment to the MERCHANT in the currency and mode that
MERCHANT and DRAGONPAY shall agree upon in writing8
There are no annual fees but merchants with no transactions within a # year period will
be automatically deactivated8
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SCHEDULE 2
I. S*he$(0e '# We1 S!te& P'$(*ts& a"$ Se/!*es
MERCHANT declares that the DRAGONPAY service will be used on the following
websites only:

MERCHANT declares that the above websites will be selling the following products and
services only:
Na+e Des*!.t!'" C0ass!#!*at!'"
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