MEMORANDUM OF AGREEMENT

 
    This Agreement made and executed this ___ day of ______,2001 by and between:
 
iRemit, Inc. a corporation duly organized and existing under and by
virtue of the laws of the Philippines, with office address at 25th   Floor Discovery
Centre 25 ADB Avenue,Pasig City, represented herein by its President, Randolph
C. de Leon, hereinafter referred to "iREMIT";

-and-

_____________, a corporation duly organized and existing under and by

virtue of the laws of _________, with principal office at ________________,
represented herein by its ___________, ___________, hereinafter referred to as
"Name of Company";

                                           WITNESSETH: That
 
WHEREAS, iREMIT is in the business of collecting, processing and distributing money
remittances from sources outside the Philippines to their designated beneficiaries in 
the Philippines (the "Service");
 
WHEREAS, in order for iREMIT to effectively and efficiently  collect remittances
originating from the United States and  Canada,  it is necessary for iREMIT to secure the
services of (Name of Company) for the purpose of collecting such remittances to be paid to their
beneficiaries through the facilities of iREMIT.
 
NOW, THEREFORE , the Parties have agreed as follows:

1.    THE SERVICE. iREMIT hereby grants (Name of Company) the authority to
offer the Service for sale in the United States and Canada for and on iREMIT's behalf and of its
subsidiaries and affiliates. Accordingly, (Name of Company) shall collect US Dollar
remittances from Filipino as well as non-Filipino expatriates within the United States and
Canada for the account of their designated beneficiaries in the Philippines (the "Beneficiaries")
to be sent exclusively through the facilities of iREMIT. The foregoing authority shall include
the authority to:
 
                   
        a)       Collect funds from customers who initiate money remittances from (Name of
Company)'s offices or internet website(s).
 
b)        Accept instructions from customers on behalf of iREMIT, for the transfer of
remittances to a Beneficiary. The amount stipulated in the remittance instruction shall cover
both the amount of the remittance and the corresponding remittance fees .
 
2.    OPERATION OF THE SERVICE. When a customer-remitter comes to (Name of
Company)'s offices or internet websites  (Name of Company) shall furnish the customer-remitter
a predesigned pre-approved remittance application form  created by iREMIT. The customer shall
then accomplish the remittance instruction which shall be accompanied by the corresponding
funds needed to initiate the processing of the remittance through iREMIT's facilities. The funds
net of (Name of Company)'s commission fee shall then be deposited by (Name of Company) to
a predesignated bank account of iREMIT and the remittance instruction form accepted by (Name
of Company) from the customer-remitter shall be transmitted by (Name of Company)
electronically to iREMIT.  Upon receipt of the funds and the duly accomplish instruction form,
iREMIT will then be responsible for processing and distribution of the remittance to its
Beneficiary in the Philippines.
  
3.    REVENUE SHARING.

All remittance fees accepted by (Name of Company) shall be for the

account of (Name of Compnay).     iRemit however will charge a fee based on a
mutually agreed fee schedule on a per transaction basis to  cover delivery costs.
For this purpose, the intial fee schedule shall be as appears in Annex "A" hereof.
The parties may, by mutual agreement in writing, amend or modify the fee
schedule.

iRemit will strive to give (Name of Compnay) a competitive exchange

rate but all exchange gains  will be for the account of iRemit.
 
4.    (NAME OF COMPANY) OBLIGATIONS

4.1 Annual Transaction Volume Target. (Name of Compnay) shall

achieve the following minimum target volume of transactions in remittances  in
US Dollar terms.
 
                                               FIRST ROY:    $30,000,000.00
                                               SECOND ROY: 60,000,000.00
                                               THIRD ROY:    100,000,000.00
                                               FOURTH ROY: 150,000,000.00
                                               FIFTH ROY:       200,000,000.00
 
For purposes of the above, a Remittance Operational Year ("ROY") is defined
as the System "Go Live" Date + 12 months. Failure of (Name of Company) to achieve
the foregoing targets shall give ground for iREMIT to terminate this Agreement under
Section 12(a).
 
4.2  (Name of Company)  shall bear all the risks and liabilities associated
with the collection of remittances and transmittal of the same to iREMIT.
 
 4.3 (Name of Company) shall allow iREMIT Inc. and /or its
representative/s to audit its books at any time as long as reasonable prior
notification is given. (Name of Company) will cooperate in good faith
during  such an audit.
 
4.4 (Name of Company) shall assign necessary personnel who will
handle and facilitate the collection and processing of remittances.

4.5 (Name of Company) shall provide at its own expense such

facilities as are necessary for the collection and processing of remittances.

4.6 (Name of Company) shall perform all of its obligations under this
Agreement promptly, expeditiously and in accordance with the procedures and
standards mentioned herein.

4.7 (Name of Company) must exercise due diligence in complying with

the remittance instructions of customers-remitters.

4.8 (Name of Company) shall promote the Service within the United
States and Canada.

  5.  iREMIT's Obligations.

 
5.1 iREMIT shall bear the risks associated with the distribution of
remittances duly collected by Name of Company and transmitted to iREMIT.
                       
5.2 iREMIT will strive to give (Name of Company) a competitive
exchange rate to enable (Name of Company) to compete effectively with the
other remittance collection companies.
 
6.  Exclusivity
 
iREMIT hereby awards (Name of Company) the exclusive right, during the effectivity
of this Agreement, to accept remittance business from customers through its offices or through
the internet as long as these originate from the US and Canada. However, this exclusivity does
not preclude iREMIT from developing a website offering the Service primarily to non-US and
non-Canadian businesses in the internet service platform. In turn, (Name of your Company)
agrees to collect and transfer remittances destined for Philippine Beneficiaries exclusively
through iREMIT's facilities. (Name of Company) therefore agrees that, except as provided in
Section 12 hereof, it will not, during the effectivity of the Agreement and for a period of six (6)
months following its termination, without the written consent of iREMIT, act as agent for, or
represent, or operate as principal of another or the same public money transfer service or any
other business or service which would involve (Name of Company) in activities inconsistent
with its obligations with iREMIT under this Agreement or would tend to cause public confusion
and direct competition. (Name of Company) agrees that this restriction is reasonable and
necessary to protect the interest and reputation of the Service and of iREMIT.
 
7.  Mechanics of Settlement. (Name of Company) shall open and maintain a US Dollar
bank account at  ______ to effect the daily settlement of transactions via debit account. This
bank account shall be used and operated for the Service contemplated in this Agreement.
Settlement will include the principal amount plus the fee mutually agreed upon owing iREMIT
for its delivery charges.
 
8.  Term of Agreement. The term of this Agreement shall be for a period of five(5)
years commencing on the date of execution of this Agreement, renewable for another five (5)
years upon such terms and conditions mutually agreed upon by both parties.
 
9. Records, Access to Books and Inspection.  (Name of Company) shall keep all
records of all money transfer transactions contemplated in this Agreement for a period of (3)
three years. These records, as well as any and all records and documents in the possession or
subject to the control of (Name of Company) relating to the operation of the Service, shall at all
times and upon prior written request of iREMIT, be made available and accessible to iREMIT's
representatives, copies of which are permitted to be copied and extracted.
                   
10.Security and Confidentiality.  (Name of Company) acknowledges the necessity for
security and confidentiality  in providing the Service and warrants that the terms and conditions
of this Agreement and the operations hereunder shall be kept confidential and shall not be
disclosed to third parties during and after the effectivity of this Agreement.
 
11.Indeminification.  Each party shall be responsible for their acts, omissions, and/or
negligence and the acts, omissions and/or negligence of their respective officers, employees,
agents and/or representatives in the performance or non-performance of their respective
obligations under this Agreement.  Each party hereby undertakes to indemnify an/or hold the
other party party free and harmless against any cost, liability, damage , judgement, penalty, fine
and/or reasonable legal fess paid  by such other party by way of suit, claim, settlement or
otherwise, as a result of such acts, omissions and/or negligence.
                   
12. Termination/Pre-termination.  (a) If either party fails to observe or perform or in
any manner breaches any of its obligations under this Agreement and such failure is not
remedied within thirty (30) days after written notification thereof is given by the other party; or
in case of failure to pay any material amount due under this Agreement within five (5) days after
the notice is given; or if either party becomes or is adjudicated or declared bankrupt or insolvent,
then the other party who is not at fault shall have just cause to forthwith terminate this
Agreement by giving written notice to the party at fault, without prejudice to the right of the
former to avail of other remedies provided under existing laws.

(b) This Agreement may be pre-terminated at any time by either party for any cause
other than those mentioned in Section 13 (a) hereof, by serving the other party a written notice
of such intention thirty (30) days prior to the intended effectivity date of such pre-
termination.
 Upon termination or pretermination of this Agreement as provided herein:
 
i) (Name of company) shall render a full accounting to iREMIT of its operation
of the Service.

ii) (Name of Company) shall refer all calls and customers intended for the
Service to telephone numbers provided by iREMIT.

iii) (Name of your company) shall continue to comply with Section 6 of this
Agreement. It shall not however be bound  by the provisions of Section 6 hereof
prohibiting (Name of the Company) for a period of six(6) months after  termination of
this Agreement from acting as an agent for, or represent or operate as principal of,
another or the same public money transfer service or any other business or service if it is
neither at fault nor had caused the ground of termination under Section 12(a).
 
13    Law and Jurisdiction.  This Agreement shall be exclusively governed by and
construed in accordance with the laws of the Philippines and the parties hereby agree to submit
any justiciable controversy to the exclusive jurisdiction of the proper courts of Makati City.
 
14.   Non-waiver of rights/Amendment.   Failure of iREMIT to insist upon a strict
performance of any of the terms and conditions and covenants hereof shall not be deemed a
reqlinquishment or waiver of any rights or remedy that iREMIT may have. This Agreement
shall not be considered as changed, modified , altered, waived or in any way amended by  acts of
tolerance of either party unless such changes, modification, waivers or amendments are made in
writing and signed  by both parties.
 
15.  No Partnership.    This Agreement shall not constitute a partnership , nor a joint
venture between iREMIT and (Name of Company) and neither Party shall be authorized to act or
represent the other except as specifically provided for in this Agreement.
 
16.  Periodic Review of the Operation and Performance.   The parties agree to meet at
a place to be mutually agreed upon by them for purposes of conduction regular or periodic
review of the different aspects of operation under this   Agreement at least every six(6) months
during the term of this Agreement or any renewal thereof.  The parties agree that  this is
necessary in order to update or modify existing operational guidlelines concerning the Service.
 
17.  No Assignment.        This Agreement shall not be assigned in whole or in part by
the either party without the prior  written consent of the other , and such consent shall not relieve
the assigning part from full responsibility and liability for the   work contemplated herein and
for the due performance of all the terms and conditions of this Agreement. If the Agreement is
assigned or any part thereof is sublet, the assigning party shall exonerate , indemnify and save
harmless the other from and against any and all loss, damage, liability or expense caused by,
arising or resulting therefrom.

 
 18.  Separability Clause.   Should any of the terms and conditions of this Agreement be
declared invalid, the rest of the provisions shall not be affected thereby.
 

IN WITNESS WHEREOF,the parties hereunto set their hands on the date and at the
place first above written.
 
 iREMIT, INC.                                           (Name of Company)  
 
 By: By:
 
 
 Randolph de Leon ___________________
 President
 
Signed in the presence of:

__________________________ ________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

In the City of ________, Philippines on this ___ day of ________, personally appeared
the following persons:

Name CTC Number Date/Place Issued

known to me and to me known to be the same persons who executed the foregoing Agreement
and they acknowledged to me that the same is their own free and voluntary act and deed as well
as that of the corporation they represent.

This instrument refers to a Memorandum of Agreement consisting of ______ (__) pages

which have been signed by the parties and their instrumental witnesses on each and every page
thereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at
the place and on the date first above-written.

Doc. No.: _______;

Page No.: _______;
Book No.: ______;
Series of 200_.
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