TRANSITION AGREEMENT

This Transition Agreement (the “Agreement”) is executed this [•], in [•], by and
between:

ECO-SYSTEM TECHNOLOGIES, INC., a corporation duly organized

and existing under the laws of the Republic of the Philippines, with
principal office address at No. 3 SKH Mansion, Victorio Street,
Barangay Pleasant Hills, Mandaluyong City, Metro Manila, Philippines,
represented herein by its President, Mr. Robert Y. So (hereinafter, the
“Assignor”);

- and -

ECO-SYSTEM TECHNOLOGIES INTERNATIONAL (ESTII), INC., a

corporation duly organized and existing under the laws of the Republic
of the Philippines, with principal office address at No. 3 SKH Mansion,
Victorio Street, Barangay Pleasant Hills, Mandaluyong City, Metro
Manila, Philippines, represented herein by its President, Mr. Robert Y. So
(hereinafter, the “Assignee”).

(The Assignor and the Assignee are hereinafter collectively referred to as the
“Parties” and singly as a “Party”.)

WITNESSETH: That –

WHEREAS, on 5 May 2016, the Assignor, MetroPac Water Investments

Corporation (“MWIC”) and Mr. Robert Y. So executed an Investment Agreement
pursuant to which the Assignor and MWIC agreed to establish a joint venture company
(“NewCo”) which shall be owned by the Assignor and MWIC to the extent of 35% and
65%, respectively (the “Investment Agreement”);

WHEREAS, on 17 May 2016, the Assignee (as the NewCo) executed a Deed of
Accession pursuant to which the Assignee acceded to the terms and conditions of the
Investment Agreement;

WHEREAS, Section 4.1(i) of the Investment Agreement provides that as a

condition precedent to Closing (as the term is defined under the Investment Agreement),
the Assignor shall have submitted a transition staffing program;

WHEREAS, the parties wish to execute a transition arrangement that would allow
the Assignor to earn the income and other economic benefits of certain contracts of which
consents of counterparties have not been obtained (the “Non-Consent Contracts”);

WHEREAS, in consideration of the assignment of contracts from the Assignor to

the Assignee, the Assignee undertakes to provide technical assistance to the Assignor to
complete work on the Non-Consent Contracts;
 NOW, THEREFORE, for and in consideration of the foregoing premises and the
terms and conditions hereinafter set forth, the Parties hereby agree as follows:

1. Assignment of Receivables

1.1 In consideration of the amount of [], receipt in full of which is hereby

acknowledged by the Assignor, the Assignor hereby assigns, transfers and
conveys to the Assignee, and the Assignee hereby acquires, the Assignor’s
rights and interests in the receivables due to the agreements identified in
Schedule 1, net of reasonable operating expenses to be determined by the
Assignor (the “Receivables”).

1.2 Effective as of the Closing Date as defined in the Investment Agreement,

the Assignee shall acquire the rights, title and interest to the Receivables
under the Non-Consent Contracts.

1.3 The term “Non-Consent Contracts” shall mean all of the Assignor’s rights,
title and interest in and to the contracts which are enumerated in Schedule
1 hereof.

1.4 The Assignor shall designate a bank account into which any and all
Receivables shall be paid from the Non-Consent Contracts. At the end of
each month, the Assignor shall cause the transfer of the outstanding
balance in such bank account, net of operating expenses as determined in
accordance with Section 1.1, into a bank account designated by the
Assignee.

2. Transition Staffing

2.1 The parties shall implement a transition staffing arrangement where the Key
Employees and the regular employees identified in Schedule 2, shall have
executed employment contracts with, or shall have received appointment
letters from, the Assignee prior to Closing.

2.2 The Assignor shall retain the employees identified in Schedule 3 to work on
the projects relating to the Non-Consent Contracts until such work has been
completed. Within [three (3) business days] following the completion of all
work relating to the Non-Consent Contracts, the Assignor shall notify the
Assignee and the Assignee shall issue appointment letters to such employees
identified in Schedule 3.

2.3 For the avoidance of doubt, the operating expenses of the Assignor referred
to in Section 1.1 of this Agreement shall include the wages and compensation
paid to the employees identified in Schedule 3 in connection with the work
relating to the Non-Consent Contracts. The Receivables to be turned over by
 the Assignee shall be net of such wages and compensation.

3. Technical Support

3.1 The Assignee undertakes to provide technical, logistical and operational

advice, support, training and expertise to enable the Assignor to complete the
work relating to the Non-Consent Contracts.

4. Representations and Warranties of the Parties

4.1 Representations and Warranties of the Assignor

The Assignor represents and warrants that:

(a) The Assignor has the legal right and full power and
authority to execute, deliver and perform, and to
consummate this Agreement and has taken all appropriate
and necessary corporate and legal actions to authorize the
execution, delivery and performance of this Agreement.
The officer executing this Agreement for and on behalf of
the Assignor has been properly authorized to do so. This
Agreement constitutes the legal, valid and binding
obligations of the Assignor enforceable against it in
accordance with its terms.

(b) The making, execution and delivery by the Assignor of, and
its performance of its obligations under, this Agreement will
not:

(i) contravene or violate any provision of its Articles of

Incorporation or By-Laws;

(ii) result in any violation of applicable law;

(iii) breach any obligation or agreement binding on the

Assignor;

(iv) as far as the Assignor is concerned, give any person

having a right to terminate or amend (whether or
not subject to any other terms or conditions) any
material contract to which the Assignor is a party
cause to exercise such right; or

(v) conflict with or breach any judgment or order

against the Assignor.
 (c) This Agreement shall be binding against third parties.

(d) Except as otherwise disclosed to the Assignee, the Assignor

has secured all consents, authorizations, approvals or
waiver necessary for the perfection or consummation of this
Agreement.

4.2. The Assignee represents and warrants that:

(a) The Assignee has the legal right and full power and
authority to execute, deliver and perform, and to
consummate this Agreement and has taken all appropriate
and necessary corporate and legal actions to authorize the
execution, delivery and performance of this Agreement.
The officer executing this Agreement for and on behalf of
the Assignee has been properly authorized to do so. This
Agreement constitutes the legal, valid and binding
obligations of the Assignee enforceable against it in
accordance with its terms.

(b) The making, execution and delivery by the Assignee of, and
its performance of its obligations under, this Agreement
will not:

(i) contravene or violate any provision of its Articles of

Incorporation or By-Laws;

(ii) result in any violation of applicable law; or

(iii) breach any obligation or agreement binding on the

Assignee.

5. Taxes/Costs/Expenses

Subject to the determination of operating expenses in accordance

with Section 1.1, which shall be netted from the Receivables, all
taxes, charges and fees, including without limitation, documentary
stamp tax and withholding tax, that may be due on account of or
pursuant to this Agreement shall be for the exclusive account of the
Assignor.

6. Undertakings of the Parties

6.1 The Parties jointly undertake to perform all actions and execute
such documents as may be required or necessary to consummate
this Agreement in accordance with the terms hereof.
7. Miscellaneous Provisions

7.1 If any one or more of the provisions of this Agreement shall be

invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or
in any other related document shall not in any way be affected or
impaired and shall remain in full force and effect.

7.2 No alleged waiver, modification or amendment to this Agreement

or to any document attached hereto or made an integral part hereof,
shall be effective against either Party, unless in writing, signed by
the Party against whom such waiver, modification or amendment
is asserted, and referring specifically to the provision hereof alleged
to be waived, modified or amended.

7.3 This Agreement sets forth the entire agreement and understanding
of the Parties and supersedes all prior oral or written agreements,
arrangements and understandings relating to the subject matter
hereof.

7.4 Notices required hereunder or by law to be served upon either of

the Parties shall be in writing and shall be delivered personally or
sent by registered mail postage prepaid to the other at its above
specified address or to such other address designated by such Party
in writing. Notice by registered mail shall be deemed completed
after seven (7) days from receipt of the registry notice by the sender.

7.5 The venue of all suits and action arising out of or in connection with
this Agreement shall be in the proper court of Makati City, the
Parties hereto waiving any other venue.

7.6 This Agreement shall be governed by, and the rights and
obligations of the Parties hereto shall be determined in accordance
with, the laws of the Republic of the Philippines.

- SIGNATURE PAGE FOLLOWS -

 IN WITNESS WHEREOF, the Parties have caused this Deed to be signed by their
respective duly authorized representatives on the day and at the place first above-written.

ECO-SYSTEM TECHNOLOGIES, INC. ECO-SYSTEM TECHNOLOGIES

Assignor INTERNATIONAL (ESTII), INC.
Assignee

By: By:

Robert Y. So Robert Y. So
President President

SIGNED IN THE PRESENCE OF:

______________________________ ______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this
_________________________ 2016, personally appeared the following:

Name Competent Evidence of Date and Place Issued

Identity

ECO-SYSTEM
TECHNOLOGIES, INC.
represented by:
Robert Y. So

ECO-SYSTEM
TECHNOLOGIES
 INTERNATIONAL (ESTII),
INC.
represented by:
Robert Y. So

known to me and to me known to be the same persons who executed the foregoing Deed
of Assignment, consisting of [•] pages, including any and all of its Schedules and the page
wherein this Acknowledgment is written and signed by the parties, and they
acknowledged to me that the same is their free and voluntary act and deed and that of the
juridical persons they are representing.

WITNESS MY HAND AND SEAL, this ____________________ 2016 at __________

City.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2016.
 Schedule 1

List of Non-Consent Contracts

 Schedule 2

List of Key Employees and Employees

to be Employed/Appointed by Assignee as at Closing
 Schedule 3

List of Employees to be Appointed by Assignee

following Completion of Non-Consent Contracts