MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (Agreement) is executed this ___ day of _______ 2013 , but shall be deemed to have taken effect on 23 April 2013 at ______________, Philippines, by and between: 0000000 PRIME HOLDINGS, INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Boulevard, Mall of Asia Complex, Brgy. 076 Zone 10, CBP-1A, 1300 Pasay City, Philippines, represented herein by its Duly Authorized Representative and Shopping Center Management Corporation (0000000) Vice President-Marketing, XXXX, and 0000000 Assistant Vice President-Marketing, XXXX, and hereinafter referred to as 0000000; and ------------- MOTOR PHILIPPINES INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at Lot 8 Block 8 ADB Avenue, cor. Opal Road, Ortigas Center Pasig City, Philippines, represented herein by its Sales and Marketing Director, KAORU ORUGA, and hereinafter referred to as -------------; (Each, a Party, and collectively, the Parties) WITNESSETH: That WHEREAS, 0000000 is the owner and operator of a nationwide chain of multi-level, fullyintegrated shopping and leisure malls commercially known as the 0000000 Supermalls; WHEREAS, ------------- desires to provide a cash sponsorship to 0000000 in exchange for the lease of particular areas/portions in 0000000 , 0000000 , and 0000000 (the Participating Branches), wherein ------------- may set up and/or hold certain promotional exhibits/activities (the Promotional Activities), subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants, hereinafter set forth, the Parties hereby agree as follows: SECTION ONE TERM AND TERMINATION 1.1 The term of this Agreement shall be for a period of eight (8) months and fifteen (15) days, commencing on 23 April 2013 and expiring on 8 December 2013, unless otherwise pre-terminated or extended in accordance with the provisions hereunder (the Term). 1.2 Any Party (the Aggrieved Party) may cancel/terminate this Agreement upon service of written notice to that effect to the other Party (the Party at Fault) if the latter commits any material breach of the provisions of this Agreement, Provided, That: in cases of breach/violations capable of remedy, (i) the Party at Fault refuses or fails to remedy the same within five (5) working days from receipt from the Aggrieved Party of a written notice identifying the particular breach/violations requiring remedy, and (ii) the breach/violations continue to exist at the time of the notice of termination. 1.3 Any Party may likewise cancel/terminate this Agreement upon the service of written notice to that effect to any other Party upon (i) the judicial declaration of bankruptcy or insolvency of said other Party, or (ii) the appointment of a receiver over all or part of the assets of said other Party, or (iii) the suspension or closing of the business operations of said other Party. 1.4 Either Party may terminate this Agreement at any time by providing the other Party with sixty (60) days advance written notice. 1.5 In the event of termination of this Agreement for whatever cause, the Parties undertake to completely settle all outstanding obligations they have to each other within fifteen (15) calendar days from the date of termination, or such other period as may be mutually agreed upon by the Parties.

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SECTION TWO -------------S SPONSORSHIP OBLIGATIONS 2.1 In exchange for the particular entitlements granted by 0000000 under this Agreement, ------------ shall provide 0000000 the amount of PESOS: ONE MILLION, TWO HUNDRED THOUSAND (PhP1, 200,000.00), Philippine Currency (the Sponsorship Fee), which shall be exclusive of Value Added Tax (VAT) due thereon, payable upon execution of this Agreement. 2.2 Should ------------- cancel or terminate this Agreement for any reason other than Force Majeure or 0000000s fault, negligence or breach of any of its provisions, ------------- shall be liable to pay 0000000 as and by way of liquidated damages and without need of further demand, the aggregate amount of the Sponsorship fee as stated in Section 2.1 of this Agreement. SECTION THREE -------------S ENTITLEMENTS 3.1 For and in consideration of -------------s performance of its sponsorship obligations above, and subject to -------------s compliance with the particular rules, regulations and guidelines prescribed and implemented by 0000000 in respect of the Participating Branches, ------------- shall be allowed, at no additional cost to it, to set up and install, a 50x50 meters exhibit booth at the parking lot of the Participating Branches, the list of the areas and schedule of the same is attached to and made an integral part of this Agreement as Annex A (the Promotional Entitlement). 3.2 All schedules, venue, and area of display of the Promotional Entitlement in this section are subject to the mutual agreement between the Parties in writing at least fifteen (15) calendar days prior to the actual implementation schedule. Any rescheduling/cancellation of the Promotional Entitlements by ------------ must be done at least fifteen (15) calendar days prior to the booked/confirmed schedule. Otherwise, ------------- shall be deemed to have forfeited the schedule sought to be rescheduled/cancelled. The Parties hereby further agree that in the event of rescheduling/cancellation of the schedules of Promotional Entitlements, 0000000 shall retain the exclusive discretion to decide as to schedule and venue wished to be rescheduled/cancelled. SECTION FOUR REPRESENTATIONS AND WARRANTIES COMMON TO THE PARTIES 4.1 Each Party hereby represents and warrants to the other that:

(a) It is an entity organized and existing under and by virtue the laws of the Republic of the Philippines, with full power and authority to enter into this Agreement; (b) It has obtained all corporate approvals and/or authorizations for the execution of this Agreement; (c) This Agreement shall, upon its execution, be valid, binding and enforceable against it in accordance with the terms hereof; (d) It has obtained the necessary permit/s, license/s, or authorization/s from the proper government agencies or offices to perform its specific obligations under this Agreement and shall maintain said permit/s, license/s, or authorization/s for the entire duration of this Agreement; (e) It shall be exclusively liable for any and all taxes, license fees, permit fees, charges and asses0000000ents which are imposed or may hereafter be imposed by the proper governmental tax authorities in relation to the performance of its specific obligations under this Agreement; and (f) it hereunder. It shall faithfully comply with all the obligations, acts and undertakings required of

SECTION FIVE MISCELLANEOUS 5.1 Responsibility for Promotional Materials and Installation Personnel. ------------- shall design/fabricate/provide/install, at its own cost, all exhibit booths, as well as the manpower and/or technical personnel required to install/operate/ distribute the foregoing during (i) the Term and/or (ii) the exhibit period mentioned in Section 3.1.

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5.2 Ingress/Egress. For each Promotional Entitlements, ------------- shall submit the necessary requirements and secure the proper ingress/egress permits from the Participating Branches. All equipment/materials used during the Promotional Activities shall be in accordance with the standards approved by the Participating Branchs Engineering Department. For control and monitoring purposes and the issuance of the appropriate gate passes and permits, ------------- shall, at least ten (10) working days prior to relevant Promotional Activity, submit to said department a complete list of all equipment/materials to be used during the Promotional Activities, together with the work schedules in relation to the ingress, installation, operation, di0000000antling and egress of the same. 5.3 Electrical Installations. Any and all necessary electrical installations during the relevant Promotional Activity shall be principally implemented by ------------- and/or its duly authorized technical personnel, under the observation and/or with the assistance (if requested) of the Participating Branchs Engineering Department. It is hereby understood that the compensation and other legal benefits due to ------------s own technical personnel shall be for the exclusive account of -------------. Further, any and all injuries suffered by said technical personnel in the course of the above described activities, and/or injuries to or damage to the property of third parties that may be attributable to said technical personnel shall be for the exclusive account of -------------, which shall assist/defend/hold 0000000 completely free and harmless from any such actions/suits/claims for liability filed by any person, and assume any judgment or award rendered against 0000000 in connection with the foregoing. 5.4 Charges. 0000000 shall bill ------------- for electricity consumption (computed based on the total number of wattage multiplied by the number of actual exhibition days, multiplied by the rate per kilowatt hour), engineering charges, maintenance charges, freight elevator services, overtime installation charges, Comprehensive General Liability Insurance (CGLI) and all other applicable fees and charges in connection with the installation/display/operation/di0000000antling of its Promotional Entitlements before the end of the relevant Promotional Activity. ------------- shall completely settle all such billings before the end of the relevant Promotional Activity. Otherwise, 0000000 shall have the exclusive right/option to prohibit the egress of -------------s exhibition equipment and materials from the Participating Branchs premises, and 0000000 reserves the right to charge ------------- additional rentals or storage charges, computed based on the prevailing/standard rates of the Participating Branches, for each day ------------equipment and materials are retained in the Participating Branchs premises on account of -------------s delay in settling the electricity consumption charges due from it. 5.5 Safety Measures. ------------- shall ensure that all proper safety and security measures are followed during the preparation/s for and implementation of the relevant Promotional Activity, as well as during the di0000000antling of the materials/equipment used therefore. 5.6 Authority of Signatories. The Parties respective signatories hereunder represent and warrant that all necessary corporate and other approvals for the execution of this Agreement by the Parties have been duly obtained. 5.7 Non-Waiver. The failure of one Party to insist upon the strict performance of any term, condition and/or covenant hereof shall not be deemed a relinquishment or waiver of any subsequent breach of or non-compliance with the same or any other term, condition and/or covenant hereof. No waiver by any one Party of its rights under this Agreement shall be deemed to have been made unless expressed clearly and in writing and signed by said Party. 5.8 Governing Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the Republic of the Philippines. 5.9 Disputes. The Parties agree that in the event that there is any dispute or difference between them arising out of this Agreement or in the interpretation of any of the provisions hereof, the respective signatories of the Parties shall promptly meet to resolve such dispute or difference and the joint decision of such signatories, approved by their respective managements, shall be binding upon the Parties hereto. 5.10 Jurisdiction of Courts. In the event that a settlement or resolution of any dispute or difference is not arrived at pursuant to the immediately preceding section of this Agreement, the Parties hereto shall submit to the exclusive jurisdiction of the proper courts of Pasay City, to the exclusion of all other courts, for the hearing and determination of any proceeding arising out of or in connection with this Agreement. 5.11 Entire Agreement. This Agreement and any other provisions or terms specifically incorporated herein constitute the entire and definitive agreement of the Parties, and supersedes all prior agreements that may have been executed in connection with the subject hereof. This Agreement may be amended but only by an instrument in writing signed by both Parties. The terms, provisions and covenants of any such amendment/s shall inure to the benefit of and be binding upon the Parties hereto, their successors and assigns.
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5.12

Effectivity. This Agreement shall be deemed to have taken effect on 23 April 2013.

IN WITNESS WHEREOF, the Parties hereto have executed this instrument to be effective the day and year first-above written.

0000000 PRIME HOLDINGS, INC. By: By:

------------- MOTOR PHILIPPINES INC.

XXXX Duly Authorized Representative and 0000000 Vice President-Marketing

XXXX Sales and Marketing Director

XXXX 0000000 Assistant Vice PresidentMarketing Signed in the presence of:

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES ) ) S.S.

BEFORE ME, a Notary Public for and in ______________, personally appeared this ___ day of 2013, the following with their respective competent evidence of identification: Identification Date Issued Place Issued

XXXX, in her capacity as the Duly Authorized Representative and 0000000 Vice PresidentMarketing of 0000000 PRIME HOLDINGS, INC. XXXX, in his capacity as 0000000 Assistant Vice President-Marketing of 0000000 PRIME HOLDINGS, INC. XXXX, in his capacity as Sales and Marketing Director of ------------- MOTOR PHILIPPINES INC. known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed as well as that of the corporations represented herein. This instrument refers to a Memorandum of Agreement, which consists of four (4) pages, including the page whereon this acknowledgment is written, each and every page of which, on the left margin, having been signed by the parties hereto and their witnesses, and sealed with my notarial seal. WITNESS MY HAND AND SEAL on the date and at the place first above written. Doc. No. Page No. Book No. Series of 2013.

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