PAYMENT COLLECTION SERVICE

MERCHANT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MERCHANT Agreement made and executed on _________________ at Pasig City, Metro
Manila by and between:

____________________________, a corporation duly organized and existing under and by virtue

of the laws of the Republic of the Philippines, with principal place of business at
_________________________________ represented in this act by its ________________,
___________________________, authorized for this purpose, hereinafter referred to as
“BILLER”,

AND

UNIVERSAL STOREFRONT SERVICES CORPORATION (USSC), a corporation organized and

existing in accordance with the laws of the Republic of the Philippines, with principal office
address at the 8TH Floor RCPI Building, EDSA corner New York Street, Cubao, Quezon City,
Philippines, represented in this act by its President and CEO, Mr. Gabriel M. Paredes,
authorized for this purpose, hereinafter referred to as “USSC”;

WITNESSETH: That

WHEREAS, USSC distributes services for several principal and operates service stores or
network of branches nationwide;

WHEREAS, USSC has a service that could facilitate the collection of payments from the
customers of BILLER;

WHEREAS, BILLER would like to avail of the payment collection service being offered by USSC;

NOW, THEREFORE, for and in consideration of the foregoing services and of the mutual
covenants and stipulations herein set forth, USSC and BILLER have agreed as follows:

1. DEFINITION OF TERMS

1.1 Agreement – refers to this Merchant Agreement

1.2 Parties – refers to BILLER and USSC

 1.3 Payment Collection Service – refers to the facility consisting of the collection
software that will enable Service Stores to accept payments

1.4 Memorandum of Service Agreement (MSA) – refers to the Agreement duly filled-
up and signed by both BILLER and its customer/s, and the basis for the payment
to be given by the customer to USSC Service Stores.

1.5 USSC Service Stores – shall mean the payment collection site operated by and
within the premises of USSC for the provision of the Payment Collection Service
Agreement.

2. TERMS OF AGREEMENT

2.1 Duration and Coverage of Agreement

This Agreement shall be effective for a term of one (1) year commencing on the
date of signing hereof by the parties hereto and shall be deemed renewed for
another one (1) year under the same terms and conditions unless a written notice
from either party to amend the terms hereof, at least thirty (30) days prior to the
expiration of the Agreement, is received by the other party.

2.2 Coverage of Implementation

This Agreement covers the implementation of the Payment Collection Service at

the following Service Stores:

2.2.1 Annex A (Service Stores to be activated by USSC for this agreement)

2.2.2 Implementation of the Payment Collection Agreement in new Service Stores

or branches (not existing as of Agreement signing date) that will be
determined and decided on in the future by USSC will be covered by a
written notice of site activation to the BILLER. This notice shall specify the
new Service Store and its location/site that will be processing payments for
BILLER’s customer/s. For the avoidance of doubt, opening, closing and
expansion of Service Stores will not require approval by the BILLER.

3. SCOPE OF SERVICE

USSC shall facilitate collection of payments by the BILLER from its customers. The
scope of service includes the following activities:

3.1 Acceptance of Billing Payments for BILLER products and services

3.2 Capture of collection data
3.3 Generation of daily collection reports per site
3.4 Consolidation of collection data from the various USSC Service Stores
3.5 Uploading of the consolidated collection data to BILLER’s identified workstation
or server
3.6 Transmittal of collection reports to BILLER
 3.7 Monitoring and depositing of collections to BILLER’s designated depository bank

4. PERFORMANCE COMMITMENTS

4.1 USSC shall ensure that collections are deposited to BILLER’s designated
depository bank at 3 p.m. on the next banking-weekday (i.e. excluding
Saturdays) following the actual collections date.

4.2 For any or all its collecting outlets, USSC shall remit payment for duly recorded
bill payments collected in behalf of the BILLER.

4.3 Any and all sums collected by USSC or which otherwise comes into its
possession by virtue of this Agreement shall be held by USSC in trust for the
BILLER.

4.4 USSC shall ensure that the collection data for the day is validated and uploaded
to the BILLER workstation or server not later than 8:00 a.m. the next working or
banking day.

4.5 On a best effort basis, barring the occurrence of unforseen calamities and
force majeure situations, USSC shall ensure continuous and uninterrupted
operation of the Payment Collection Service in all designated Service Stores.

4.6 During the term of this agreement, should a USSC Service Store location/site be
closed or its operations be terminated due to unprofitable business operations,
USSC shall inform the BILLER by written notice of such closure and no
replacement for such an outlet is to be required of USSC by the BILLER.

4.7 USSC and BILLER may jointly collaborate, in the planning and execution of any
announcement and/or dissemination and exposure of information regarding
newly opened Service Stores, for the immediate information of the general
public.

4.8 In case item 4.9 is pursued by both parties, USSC and BILLER shall be jointly
responsible for the marketing and promotion of the Payment Collection Service to
the general public. Such marketing and promotion shall include but is not limited
to the use of banners, fliers and posters promoting the Payment Collection
Service, and shall be subject to the joint approval of USSC and BILLER.

4.8.1 Both USSC and BILLER shall share in the cost of promotional materials
produced for the purpose of marketing the Payment Collection Service. The
manner of cost sharing will be covered by a written memorandum of
agreement to be signed by both parties.

4.9 USSC shall see to it that the enrolled USSC Service Stores and its employees
are adequately trained in the proper acceptance of bill payments for the BILLER.
 4.10 USSC shall resolve all unprocessed transactions reported by BILLER that are
due to invalid account numbers and/or invalid double postings. The report
containing the corrected transactions shall be sent to BILLER no later than three
(3) working days from the time the transactions are uploaded.

4.11 USSC shall be liable to the BILLER for claims and damages arising from the
failure or delay in activation of service of a BILLER customer by reason of
USSC’s failure to report and/or remit the correct payment information to BILLER
on the time specified in Section 4.6 above, and/or erroneous reporting by USSC.
USSC shall resolve all reporting inconsistencies made. The corrected report shall
be sent to the BILLER no later than 48 hours from the time the inconsistency
was reported.

4.12 BILLER shall provide the workstation or server that will receive the PCS
uploaded data.

4.13 USSC shall respond to and resolve within three (3) working days of receipt of any
related complaint by BILLER’s customer with regard to payments made through
the Payment Collection Service. Such complaint should be in writing and should
be coursed through BILLER.

5. PAYMENT ACCEPTANCE POLICIES

5.1 USSC Service Stores shall accept payment from the BILLER’s customer only if
customer can present the corresponding monthly statement of account (MSA)
that contains the customer’s account number and amount due.

5.1.1 The BILLER’s customer shall settle the amount reflected in the MSA.

5.1.2 The MSA Number shall be the reference number entered in the Daily
Collection Report submitted to the BILLER.

5.2 Acceptable payments from BILLER’s customers shall only be in the form of
Cash only.

5.3 As a rule, partial payments shall not be accepted by the USSC Service Stores. If
the BILLER allows partial payments to be accepted, the policies and procedures
for doing so shall be explained in a separate ANNEX to this agreement.

5.4 Payments after the cut-off date shall not be accepted by the Service Stores. If
the BILLER allows payments to be accepted after the cut-off date, the policies
and procedures for doing so shall be explained in a separate ANNEX to this
agreement.

6. TRANSMISSION OF COLLECTION INFORMATION FROM USSC TO BILLER

 6.1 The following transmission protocols are availailable to transfer daily collection
data from USSC Service Stores to the BILLER’s Workstation or Server:

6.1.1 Application Programming Interface (API) - In which case an API

connection is chosen by the BILLER, the BILLER should provide for a Test
Server Environment for USSC to use in testing the connectivity and reliability
of the systems as well as the integrity of the data collected and transferred
from the USSC collection points to the BILLER’s systems.

6.1.2 BATCH TRANSFER OF DATA VIA Excel (or flat file) Email Attachment at
8:00 a.m. next working day for all payments collected during the entire
business day. BILLER shall provide USSC with the official email address
where the reports are to be sent to.

7. REPORTING REQUIREMENTS

7.1 USSC shall ensure that the Daily Collection Reports can be accessed by the
BILLER via any of the following technologies or protocols, as agreed upon by
both parties:

a) File Transfer Protocol (FTP) at 8:00 a.m. next working day for all payments
collected during the entire business day. USSC shall provide the FTP
connection information to the BILLER.

b) Excel Email Attachment at 8:00 a.m. next working day for all payments
collected during the entire business day. BILLER shall provide USSC with the
official email address where the reports are to be sent to.

c) Web-accessed Report Page that USSC will allow the BILLER to access for all
the prescribed reports required.

In case of electronic transmission failure for either side, the following contact
person/s shall be notified, by phone, by the other party to arrange the delivery of
of any reports required:

NAME PARTY CONTACT EMAIL

NUMBERS ADDRESS

USSC

BILLER

8. SERVICE FEE AND PAYMENT SCHEDULE

8.1 Collection Service Fee

USSC offers two compensation options for undertaking this bill payment
collections agreement for the BILLER. It is the BILLER’s decision as to what is
 best to pursue. The BILLER shall affix a check mark on box beside the option to
be applied in this agreement. Only the box with a check mark shall signifies the
BILLER’s choice.

a) OPTION 1: BILL-DEDUCTED SERVICE FEE: USSC will charge a service

fee of Ten Pesos (Php 10.00) per transaction to be deducted from the
proceeds of the bill payment collected by USSC for the BILLER. All
collection proceeds remitted by USSC to the BILLER will be net of this
service charge.

b) OPTION 2: PASS ON SERVICE FEE: USSC will charge the BILLER’s

customers a service fee for making bills payments to the BILLER using the
USSC store. This service fee is charged by USSC to the customers over
and above the total bill amounts they are paying. This pass on service fee
will not affect all collection proceeds remitted by USSC to the BILLER.
Provided, however, that the BILLER is allowed by any agreement with the
customer or by law to charge a service fee for bill payments. In the absence
of the foregoing or in case of passage of any law, ordinance or regulations
prohibiting charging or passing on of service fees, BILLER shall be charged
by USSC in accordance with Option 1.

8.2 Value-Added Tax

The foregoing service fees are exclusive of value-added tax, which shall be for
the sole account of BILLER. In such case, USSC shall issue a VAT Official
Receipt (OR) to cover payment of said charges.

8.3 Provision for Change in Payment Schedule and Service Fee

Any addition, revision or omission to the abovementioned payment schedule

and/or service fee, as agreed by both BILLER and USSC, shall be covered
by a contract amendment.

9. TERMINATION

9.1 Causes

This Agreement may be terminated by either party as follows:

9.1.1 Voluntary Termination

Either party may voluntarily terminate this Agreement for any reason by
providing a thirty (30) day prior written notice to the other party.

9.1.2 Termination by Reason of Insolvency

 If a party enters into liquidation, whether compulsory or voluntary, or if a
winding-up petition is filed against a party, or if a party assigns its assets for
the benefit of a creditor or creditors, the other party may immediately
terminate this Agreement by notice in writing but without prejudice to the
rights which may have accrued to either party prior to the date of termination.

9.1.3 Termination due to Breach of Obligation

If either party is in breach of any of its obligations under this Agreement and
such breach if remediable continues to be unremedied for thirty (30) days
after receipt of written notice from the other party specifying such breach, the
offended party may declare the Agreement terminated at the end of the thirty
(30) days cure period without need of further notice without prejudice to its
rights to recover damages in respect of the breach. If the breach is
specifically the failure of the BILLER to pay USSC’s service fees within thirty
(30) days from due date thereof, USSC may, at its option, terminate this
Agreement without the need for the thirty (30) day prior notice to the BILLER.
If the breach is specifically the failure of USSC to remit collections to the
BILLER’s account on a daily basis, BILLER may terminate this Agreement
without the need for the thirty (30) day prior notice to USSC.

9.1.4 Termination due to Force Majeure

Either party may terminate this Agreement if a condition of Force Majeure, as

defined in Section 10 of this Agreement, affects either party’s performance of
its obligations under this Agreement and extends for more than one (1)
month. Termination shall be without prejudice to any right of any party, which
may have accrued prior to the date of termination.

9.2 Action upon Termination

Upon termination of this Agreement and for whatever reason:

9.2.1 Both parties shall return any and all materials, documents, and equipment
owned by the other party within ten (10) days from such termination.

9.2.2 The party with obligation to pay any money due from it to the other party shall
pay the money due in full amount pursuant to this Agreement.

10. GENERAL TERMS AND CONDITIONS

This Agreement shall be further subject to the Service Level Agreement discussed and
agreed upon by both parties and attached hereto as Annex B. Annex B may be modified
from time to time by written agreement of the parties.

10.1 Entire Agreement

 This Agreement, together with all its Annexes, is the entire Agreement and
understanding between the parties. All other agreements, whether oral or written,
are hereby stated herein.

10.2 Interpretation

This Agreement shall be construed in accordance with the laws of the Republic
of the Philippines. It is understood that the headings have been inserted for
convenience only and shall not affect in any way the construction or
interpretation of this Agreement. It is further understood that references herein to
clauses, sections, or annexes is a reference to the appropriate clause, section, or
annex to this Agreement, respectively, unless the context requires otherwise.
Unless the context requires otherwise, words importing the singular include the
plural and vice versa and the words importing a gender include every gender.

10.3 Provision for Amendments

This Agreement shall be subject to periodic review by USSC and the BILLER
and may be modified/amended only by mutual consent of the parties. Any and all
amendments to this Agreement shall be implemented only after duly authorized
representatives of both parties mutually signified their conformity in writing. Such
amendments shall form an integral part of this Agreement.

10.4 Substantiation

The BILLER hereby acknowledges that USSC shall have the right to make
reference to this Agreement in any publication for the purpose of substantiating
its work performance track record, provided that USSC shall procure the prior
approval from the BILLER which approval shall not be unreasonably withheld.

10.5 Authority

The parties warrant that the persons signing in behalf of each party has full
power and authority to bind the party it represents.

10.6 Separability

Should any part of this Agreement be declared unconstitutional, illegal, void or

unenforceable, the parts not affected shall remain valid and binding.

10.7 Conformity

The parties acknowledge that prior to having executed this Agreement, it has
carefully read the provisions of this Agreement and has understood them, and it
has not relied upon any statement, representation, or warranty made by the other
party or agents other than as set out herein.

10.8 Notices
 All notices to be given under this Agreement shall be in writing and may be
delivered, whether personally or by registered mail, to the address shown in this
Agreement of the party to whom the notice is given and to the following:

If to USSC : ______________________________
______________________________
______________________________
______________________________

If to BILLER : ______________________________
______________________________
______________________________
______________________________

11. FORCE MAJEURE AND FORTUITOUS EVENTS

11.1 Definition of “Force Majeure”

For purposes of this Agreement, Force Majeure shall include but not be limited to
the following: natural calamities, epidemics, and other similar events which are
beyond the reasonable contemplation and control of the parties and are totally
independent of the will of human beings, the consequences of which could not be
reasonably foreseen by either party at the time of the execution of this
Agreement.

11.2 Definition of “Fortuitous Event”

For purposes of this Agreement, Fortuitous Events shall include war, enactment
of laws by competent authorities, strikes, lockouts, labor disputes, riots, civil
disturbances, and any other similar event which while independent of the will,
expectation or control of the parties is not beyond the will or control of other
human beings, the consequences of which could not be reasonably foreseen by
either party at the time of this Agreement.

11.3 Burden of Proof

The burden of proof of such circumstance and its effect shall be on the party
relying thereon. The party affected must give prompt notice to the other party as
soon as it becomes aware of such circumstances and shall provide to the other
party all reasonable necessary information for verification purposes.

12. STATUS OF EMPLOYEES OF USSC

12.1 Any consultant and personnel to be assigned by USSC for this project are
understood to be their respective employees and no employer-employee
 relationship is created hereby between them and BILLER. USSC shall hold the
BILLER free and harmless against any claims made by such consultant or
personnel arising from the employee-employer relationship between USSC and
their respective consultant or personnel.

12.2 USSC is an independent contractor who has the complete control as to the
manner, form or method by which their respective duties or obligations will be
performed. Therefore, nothing herein contained should be construed to create an
employer-employee relationship between BILLER and USSC or between the
former and the latter’s employees, agents or representatives.

13. STATUS OF USSC

This Agreement is solely between USSC and BILLER, and its terms are binding only on
the said parties.

14. ANTI-PIRACY CLAUSE

BILLER and USSC agree not to hire any of their respective employees during the
contract period and within a period of not less than one (1) year from the lapse of this
Agreement, unless otherwise cleared in writing by the current employer.

15. INTELLECTUAL AND PROPRIETARY RIGHTS

The Payment Collection Service is the exclusive property of USSC. BILLER shall have
the right only to avail of the Payment Collection Service in conformity with the prescribed
operating guidelines and it shall be used only for the purpose for which it was intended.
The right of BILLER shall exclude the privilege to sell, lease, or license any part of the
Payment Collection Service; USSC as the owner and developer of the Payment
Collection Service shall have the exclusive copyright and intellectual property rights over
the same in its entirety. The terms of this Section shall survive beyond the term of this
Agreement.

16. CONFIDENTIALITY

USSC and the BILLER expressly warrant and agree that they shall not, both during the
existence and after the termination of this Agreement, disclose nor reveal to any person
or any other entity confidential information or records of the other party which may come
to their knowledge and/or possession, in the performance of, or in connection with this
Agreement. Such confidential information shall include, but shall not be limited to the
parties’ respective trade secrets like customer and account list; and any other methods,
processes, formulae, systems and data pertaining to the products and/or business of
either party whose disclosure may cause loss of trade secret, loss of opportunity or
income, damage to reputation or loss of goodwill, or exposure to any form of risk or
damage to either parties. The parties agree to ensure that their nominees, employees,
and/or agents are bound by the provisions of this paragraph. This provision shall in no
 way be interpreted to mean that USSC shall enjoy exclusivity in relation to this
Agreement.

17. MATERIALS AND DOCUMENTS

All equipment, materials and documents owned and delivered by one party to the other
party and intended for exclusive use of the receiving party shall not be taken outside the
office of the latter, nor discussed with third parties without prior written consent from the
owner thereof. Each party agrees to return said materials and equipment to the
respective owner thereof upon termination or expiration of this Agreement.

18. VENUE

In case of dispute arising from this Agreement, the parties hereby agree that the venue
for the settlement of the dispute shall fall exclusively in the proper courts within the
jurisdiction of the ___________________ to the exclusion of other jurisdiction.

IN WITNESS WHEREOF, the parties have set their hands on the date and place above-written.

BILLER UNIVERSAL STOREFRONT SERVICES

CORPORATION (USSC)

_________________________________ _________________________________
PRINTED NAME REYNALDO A. GO
POSITION Executive Vice President and COO

SIGNED IN THE PRESENCE OF:

_________________________________ _________________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

METRO MANILA ) S.S.

BEFORE ME, this _____ day of _______________ personally appeared:

DATE OF
NAME RES. CERT. NO. PLACE OF ISSUE
ISSUE

all 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 they respectively represent.

NOTARY PUBLIC
Doc. No. __________
Page No. __________
Book No. __________
Series of 2008.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

METRO MANILA ) S.S.

BEFORE ME, this _____ day of _______________ personally appeared:

DATE OF
NAME RES. CERT. NO. PLACE OF ISSUE
ISSUE

MANUEL LORENZO L. TUASON

USSC Express, Inc.

all 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 they respectively represent.
 NOTARY PUBLIC

Doc. No. __________

Page No. __________
Book No. __________
Series of 2008.

Annex A
List of Collection Centers

CODE COLLECTION CENTER ADDRESS TOWN/CITY