Joint Venture

JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This agreement executed and entered into by between AUDREY NICA F. ASUNCION, Filipino, of legal age, and resident of Davao City, Philippines, herein after called the FIRST PARTY;

-AND-

ZPM GENERAL MERCHANDISE herein represented by PHILIP BRYLE FOSTANES, Filipino, of legal age, and a resident of Davao City, Philippines herein after called the SECOND PARTY.

W I T N E S S E T H

WHEREAS, the parties hereby agree to enter into joint venture for the purpose of getting/securing building projects for fee from Uraya Land Development Incorporation, Bajada, Davao City and other future projects as determine by parties.

WHEREAS, parties agree on the following duties and responsibilities.

FIRST PARTY Contribute industry and obtain clients for the joint venture. Responsible for the representation of all joint venture projects.

SECOND PARTY Contribute industry, facilitate documentation and processes for the bidding to obtain said projects and contribute capital for initial investment and expenses for the facilitation of the projects, likewise business permit, DTI permit, PCAB permit, working drawings, bill of materials estimates, structural design, office, minor construction equipments and vehicle services. Responsible for the architectural design, operation and implementation of the project construction.

WHEREAS, the projects will be registered and entered in the name of the SECOND PARTY (ZPM GEN. MERCHANDISE) and in effect SECOND PARTY will get six (6%) percent of the total contractors declared profit. The 3% of the 6% may use for the expenses of business permit, PCAB permit, DTI permit, office and architectural design agent marketing presentation.

WHEREAS, 40% of the total declared contractors profit will be for the FIRST PARTY obtaining projects for joint venture. Payment will be given in every billing.

WHEREAS, PARTIES agree to divide the net profit proceeds after value added tax and other legitimate expenses of the project in 50-50 equal share.

WHEREAS, parties agree that twelve (12%) value added tax will be remitted to ZPM GENERAL MERCHANDISE to payment to the government.

WHEREAS, parties agree that value added tax, performance bond & major equipment rental will be charge to the project cost.

WHEREAS, parties agree that this agreement shall govern all projects that the parties enter into, and will enter into with the Uraya Land Development Incorporation shall not be modified, amended or revised unless both parties agree in writing. In case of death of either or both parties, this agreement shall contribute to be valid and