CONSULTANCY AGREEMENT

This Consultancy Agreement (the Agreement) is made and entered into this __ day of
______ 2017 (the Effective Date) by and between:

YAMA ASIA MANAGEMENT SOLUTIONS, INC. (the

Company), a corporation organized and existing under the
laws of the Republic of the Philippines, with business
address at UG11, Tower 2, Cityland, H.V.De La Costa St.
Ayala Avenue, Makati City, and herein represented by Ms.
CLEO HUANG,

-and-

IAN ABELLE P. LAYNO (the Consultant) single, of legal

age, and a resident of No. 1 St. Louis Street, St. Charbel
Executive Village, Tandang Sora, Quezon City.

(the Company and Consulant may hereinafter be referred to

individually as a Party and collectively as the Parties).

WHEREAS, the Company is a business and consulting firm, which assists foreign
entrepreneurs in establishing their businesses in the Philippines;

WHEREAS, the Consultant is a duly licensed lawyer of the Philippines, and has
represented himself to be well versed and experienced in Philippine commercial, labor,
and immigration laws;

WHEREAS, the Company desires to engage the Consultant to provide certain

services in the area of Consultants expertise and the Consultant is willing to provide
such services to the Company;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Engagement and Services

(a) Engagement. The Company hereby engages the Consultant to provide and
perform the services (the Services) set forth below:

Preparation of legal opinion, briefs, contracts, and other legal documents;

Assists in the establishment of corporate entities in behalf of clients;

Participate in the development of company policies, processes and programs,

and provide continuing legal advisory on various corporate transactions;

Recommend action to be taken on certain issues such as company property,

employees, officers, stockholders, businesses, and other accounts as may be
beneficial to the company and its clients;

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 Assist in ensuring the companys and its clients compliance with rules and
regulations implemented by various government agencies;]

Report to the Companys premises as may be necessary under the

circumstances;

Oversee all other legal related concerns that the company may require from time
to time.

(b) Standard of Services. All Services to be provided by Consultant shall be performed

with promptness and diligence in a workmanlike manner and at a level of proficiency to
be expected of a consultant with the background and experience that Consultant has
represented it has. The Company shall provide such access to its information, property
and personnel as may be reasonably required in order to permit the Consultant to
perform the Services.

(c) Tools, Instruments and Equipment. Consultant shall provide Consultants own
tools, instruments and equipment and place of performing the Services, unless
otherwise agreed between the Parties.

(d) Representation and Warranty. Consultant represents and warrants to the

Company that it is under no contractual or other restrictions or obligations which are
inconsistent with the execution of this Agreement or which will interfere with the
performance of the Services.

2. Consultancy Period

(a) Commencement. This Agreement shall commence on the Effective Date and shall
remain in effect until the completion of the Services or the earlier termination of this
Agreement as provided in Article 2 (b) (the Consultancy Period).

(b) Termination. This Agreement may be terminated by the Company, without cause
and without liability, by giving thirty (30) calendar days written notice of such termination
to the Consultant. This Agreement may be terminated by either Party by giving thirty (30)
calendar days written notice of such termination to the other Party in the event of a
material breach by the other Party. Material breach shall include: (i) any violation of the
terms of Articles 1 (d), 3, 4, 5, 6, 8, 10 and 11, (ii) any other breach that a Party has
failed to cure within fifteen (15) calendar days after receipt of written notice by the other
Party, (iii) the death or physical or mental incapacity of Consultant or any key person
performing the Services on its behalf as a result of which the Consultant or such key
person becomes unable to continue the proper performance of the Services, (iv) an act
of gross negligence or wilful misconduct of a Party, and (v) the insolvency, liquidation or
bankruptcy of a Party.

(c) Effect of Termination. Upon the effective date of termination of this Agreement, all
legal obligations, rights and duties arising out of this Agreement shall terminate except
for such legal obligations, rights and duties as shall have accrued prior to the effective
date of termination and except as otherwise expressly provided in this Agreement.

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3. Consultancy Fee and Expenses

(a) Consultancy Fee. In consideration of the Services to be rendered hereunder, the

Company shall pay Consultant a Consultancy fee of Forty-Five Thousand Pesos
(P45,000.00) per month payable on the last working day of each month.

(b) Expenses. Consultant shall be entitled to reimbursement for all pre-approved

expenses reasonably incurred in the performance of the Services, upon submission and
approval of written statements and receipts in accordance with the then regular
procedures of the Company.

4. Work Product and License

(a) Defined. In this Agreement the term "Work Product" shall mean all work product
generated by Consultant solely or jointly with others in the performance of the Services,
including, but not limited to, any and all information, notes, material, drawings, records,
diagrams, formulae, processes, technology, firmware, software, know-how, designs,
ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.

(b) Ownership. Consultant agrees to assign and does hereby assign to Company all
right, title and interest in and to the Work Product. All Work Product shall be the sole and
exclusive property of the Company and Consultant will not have any rights of any kind
whatsoever in such Work Product.

Consultant agrees, at the request and cost of Company, to promptly sign, execute, make
and do all such deeds, documents, acts and things as Company may reasonably require
or desire to perfect Company's entire right, title, and interest in and to any Work Product.
Consultant will not make any use of any of the Work Product in any manner whatsoever
without the Companys prior written consent. All Work Product shall be promptly
communicated to Company.

(c) License. In the event that Consultant integrates any work that was previously
created by the Consultant into any Work Product, the Consultant shall grant to, and
Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to
exploit the incorporated items, including, but not limited to, any and all copyrights,
patents, designs, trade secrets, trademarks or other intellectual property rights, in
connection with the Work Product in any manner that Company deems appropriate.
Consultant warrants that it shall not knowingly incorporate into any Work Product any
material that would infringe any intellectual property rights of any third party.

5. Confidential Information

(a) Defined. In this Agreement the term Confidential Information shall mean the Work
Product and any and all information relating to the Companys business, including, but
not limited to, research, developments, product plans, products, services, diagrams,
formulae, processes, techniques, technology, firmware, software, know-how, designs,
ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets,
customers, suppliers, markets, marketing, finances disclosed by Company either directly
or indirectly in writing, orally or visually, to Consultant. Confidential Information does not
include information which:

(i) is in or comes into the public domain without breach of this Agreement by the
Consultant;

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 (ii) was in the possession of the Consultant prior to receipt from the Company
and was not acquired by the Consultant from the Company under an
obligation of confidentiality or non-use,

(iii) is acquired by the Consultant from a third party not under an obligation of
confidentiality or non-use to the Company, or

(iv) is independently developed by the Consultant without use of any Confidential

Information of the Company.

(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance

and in writing by the Company, Consultant will not, except as required by law or court
order, use the Confidential Information for any purpose whatsoever other than the
performance of the Services or disclose the Confidential Information to any third party.

Consultant may disclose the Confidential Information only to those of its employees who
need to know such information. In addition, prior to any disclosure of such Confidential
Information to any such employee, such employee shall be made aware of the
confidential nature of the Confidential Information and shall execute, or shall already be
bound by, a non-disclosure agreement containing terms and conditions consistent with
the terms and conditions of this Agreement. In any event, Consultant shall be
responsible for any breach of the terms and conditions of this Agreement by any of its
employees. Consultant shall use the same degree of care to avoid disclosure of the
Confidential Information as it employs with respect to its own Confidential Information of
like importance, but not less than a reasonable degree of care.

(c) Return of Confidential Information. Upon the termination or expiration of this

Agreement for any reason, or upon Companys earlier request, Consultant will deliver to
Company all of Companys property or Confidential Information in tangible form that
Consultant may have in its possession or control. The Consultant may retain one copy of
the Confidential Information in its legal files.

6. Interference with Business

(a) Non-Competition. During the term of this Agreement, Consultant will engage in no
business or other activities which are, directly or indirectly, competitive with the business
activities of the Company without obtaining the prior written consent of the Company.

(b) Non-Solicitation. Consultant agrees that for a period of one (1) year after
termination of this Agreement, Consultant shall not:
(i) divert or attempt to divert from the Company any business of any kind in which it is
engaged, including, without limitation, the solicitation of or interference with any of its
suppliers or customers, or
(ii) employ, solicit for employment, or recommend for employment any person employed
by the Company, during the Consultancy Period and for a period of one (1) year
thereafter.

7. Insurance
Consultant shall maintain at its sole expense liability insurance covering the performance
of the Services by Consultant. Such insurance coverage shall have limits and terms
reasonably satisfactory to Company, and Company may require Consultant to provide to
Company a certificate of insurance evidencing such coverage.

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8. Independent Contractor
The Consultant agrees that all Services will be rendered by it as an independent
contractor and that this Agreement does not create an employer-employee relationship
between the Consultant and the Company. The Consultant shall have no right to receive
any employee benefits provided by the Company to its employees. Consultant agrees to
pay all taxes due in respect of the Consultancy Fee and to indemnify the Company in
respect of any obligation that may be imposed on the Company to pay any such taxes or
resulting from Consultants being determined not to be an independent contractor. This
Agreement does not authorize the Consultant to act for the Company as its agent or to
make commitments on behalf of the Company.

9. Force Majeure
Either Party shall be excused from any delay or failure in performance required
hereunder if caused by reason of any occurrence or contingency beyond its reasonable
control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes,
lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other
acts of nature.

The obligations and rights of the Party so excused shall be extended on a day-to-day
basis for the time period equal to the period of such excusable interruption. When such
events have abated, the Parties respective obligations hereunder shall resume.

In the event the interruption of the excused Partys obligations continues for a period in
excess of thirty (30) calendar days, either Party shall have the right to terminate this
Agreement upon ten (10) calendar days prior written notice to the other Party.

10. Non-Publicity
Each of Company and Consultant agree not to disclose the existence or contents of this
Agreement to any third party without the prior written consent of the other Party except:
(i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as
required by law or court order, (iii) as required in connection with the reorganization of a
Party, or its merger into any other corporation, or the sale by a Party of all or
substantially all of its properties or assets, or (iv) as may be required in connection with
the enforcement of this Agreement.

11. Assignment
The Services to be performed by Consultant hereunder are personal in nature, and
Company has engaged Consultant as a result of Consultants expertise relating to such
Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or
otherwise dispose of this Agreement or any right, duty or obligation under this
Agreement without the Companys prior written consent. Nothing in this Agreement shall
prevent the assignment by the Company of this Agreement or any right, duty or
obligation hereunder to any third party.

12. Injunctive Relief

Consultant acknowledges that a violation of Article 5 or 6 would cause immediate and
irreparable harm to the Company for which money damages would be inadequate.
Therefore, the Company will be entitled to injunctive relief for Consultants breach of any
of its obligations under the said Articles without proof of actual damages and without the
posting of bond or other security. Such remedy shall not be deemed to be the exclusive
remedy for such violation, but shall be in addition to all other remedies available at law or
in equity.

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13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines, without giving effect to any choice of law or conflict of law
provisions. The Parties consent to the exclusive jurisdiction and venue in the regular
courts of Makati City.

14. General
This Agreement constitutes the entire agreement of the Parties on the subject hereof
and supersedes all prior understandings and instruments on such subject. This
Agreement may not be modified other than by a written instrument executed by duly
authorized representatives of the Parties.

No waiver of any provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion. Failure of either Party to
enforce any provision of this Agreement shall not constitute a waiver of such provision or
any other provision(s) of this Agreement.

Should any provision of this Agreement be held by a court of competent jurisdiction to be

illegal, invalid or unenforceable, such provision may be modified by such court in
compliance with the law giving effect to the intent of the Parties and enforced as
modified. All other terms and conditions of this Agreement shall remain in full force and
effect and shall be construed in accordance with the modified provision.

15. Survival of Provisions

The following provision of this Agreement shall survive the termination of this Agreement:
Articles 2 (c), 3, 4, 5, 6 (b), 7, 8, 10 and 15 and all other provisions of this Agreement
that by their nature extend beyond the termination of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly
executed this Agreement by their authorized representatives as of the date first written
above.

YAMA ASIA MANAGEMENT IAN ABELLE P. LAYNO

SOLUTIONS, INC. Consultant

By:

Ms. Cleo Huang