KNOW ALL MEN BY THESE PRESENTS:

- AND -

WHEREAS, the SERVICE PROVIDER has been validly sub-licensed by Telupay (M.E), to use, operate, maintain, market and customize the TELUPAY Mobile Banking Solution owned by Telupay PLC and to provide the TELUPAY Mobile Banking Services;

WHEREAS, the CLIENT has agreed to use the TELUPAY Mobile Banking Solution for its mobile banking services;

WHEREAS, the CLIENT wishes to enter into this Agreement for the SERVICE PROVIDER to provide and for the CLIENT to engage the SERVICE PROVIDER to provide the TELUPAY Mobile Banking Solution for the CLIENT'S mobile banking services;

NOW, THEREFORE, for and in consideration of the foregoing and the terms, conditions and mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions.

In addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings. All definitions herein shall apply equally to their singular and plural forms, all pronouns shall apply without regard to gender, and all references to Sections and Schedules shall be deemed to be references to Sections of and Annexes to this Agreement unless the context shall otherwise require.

1.1     "Business Day" means any day other than a Saturday, a Sunday, or a legal holiday.

1.2     "CLIENT'S Network" means all of the CLIENT's banking partners, affiliates, subsidiaries, remittance partners whether foreign and domestic, and foreign branches, partnerships and tie-ups.

1.3     "Customer Information" shall mean any personal information provided by CLIENT's customers, users, and/or account holders to CLIENT upon registration or at any time thereafter.

1.4     "TELUPAY Documentation" shall mean the papers, manuals, charts, and other materials (whether in print or electronic form) that relate to the TELUPAY Mobile Banking Services that shall be provided by the SERVICE PROVIDER pursuant to this Agreement.

1.5     "Gross Transaction Fees" shall mean the transaction fees for services to be charged from the CLIENT's users, account holders and customers using the TELUPAY Mobile Banking Service less the costs and expenses advanced by CLIENT for SMS, MMS, IP Packet and other message transmission costs as may be approved by both Parties in writing.

1.6     "Hardware Allocation" shall mean the budget or money needed to exclusively purchase or lease all hardware and equipment needed by the CLIENT as may be agreed upon by the Parties in writing for the implementation and/or provision of the TELUPAY Mobile Banking Services.

1.7     "Intellectual Property Rights" shall mean all intellectual property rights arising under statutory law, common law or by contract, and whether or not perfected, including, without limitation, all (a) patents, patent applications, and patent rights, (b) rights associated with works of authorship including copyrights, copyright applications, copyright registrations, and derivative works of the foregoing, (c) rights relating to the protection of trade secrets, proprietary technology, and confidential information, (d) trademarks, trade name, design patent, and service mark rights, marketing materials, signs, designs, and logos whether or not registered, and (e) divisions, continuations, continuations in part, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired.

1.8     "Installation Fee" shall mean the fee and expenses for the training of personnel and the installation, customization and testing required for the implementation and/or provision of the TELUPAY Mobile Banking Services.

1.9      "Marketing Allocation" shall mean the budget or money set aside to exclusively finance the marketing efforts of the CLIENT in promoting the use and availment of the TELUPAY Mobile Banking Services by its users, account holders and customers.

1.10     "Marks" shall mean the trademarks, service marks, trade names, trade dress, logos, Internet domain names and other company or service identifiers or service marks used by a Party in connection with its business.

1.11     "Parties" shall jointly refer to the SERVICE PROVIDER and the CLIENT, and "Party" shall refer to either one of the said Parties.

1.12     "TELUPAY" shall mean TELUPAY (Philippines) Inc., the sole licensee in the Philippines of the TELUPAY Mobile Banking Solution and/or TELUPAY Mobile Banking Services.

1.13      "TELUPAY Mobile Banking Solution" shall mean the mobile banking technology to be utilized by the SERVICE PROVIDER to include: (1) those associated technology, trade secrets, copyrighted works, reference source code implementations, proprietary technology, shared secret keys, encryption and decryption keys, software development tools, methodologies, processes, technologies or algorithms, test data sets and test cases, technical, consumer and corporate applications, and other implementations and derivations of technology; (2) those platform used for TELUPAY's mobile banking and internet banking architecture for SMS, voice prompt, mobile WAP, Interbank network ("TLink") and Internet banking applications, including, but not limited to, account inquiries, account transfers, bill payments, money transfers (both domestic and international), mPayments (payments of products and services made at commercial POS terminals and through mobile merchant accounts), and TLink services including domestic Interbank transactions, text alerts, email receipts, ATM encashment service, ATM enrollment service, TCash ATM transfer service, TMAP, TELUPAY mobile advertising platform, TELUPAY-customized corporate applications, Mobile Lotto technologies, or any other product or service offered as part of TELUPAY Mobile Banking Service including, without limitation, SERVICE PROVIDER's licensed patents, copyrights and licensed proprietary technology.

1.14     "TELUPAY Mobile Banking Services" shall mean installation, operation, implementation, provision, maintenance, customization, and all other support services for mobile banking services of the CLIENT including services for account inquiries, account transfers, bill payments, money transfers domestic), mPayments (payments of products and services made at commercial POS terminals and through mobile merchant accounts), and TLink services including domestic Interbank transactions, text alerts, email receipts, ATM encashment service, ATM enrollment service, T-Cash ATM transfer service or any other service offered as part of TELUPAY Mobile Banking Services. Wherever appropriate, the TELUPAY Mobile Banking Services shall specifically refer to the specific Services described and defined in this Agreement and in the Service Level Agreement, and the respective Annexes thereof.

1.15     "TELUPAY Software" shall mean the software provided, developed, applied, utilized, and/or customized for the TELUPAY Mobile Banking Solution, including, without limitation, source codes, operating systems, and application programs, which software is more particularly described as "Mobile Banking Solution" with Version No. 001.001.001 as defined in Annex D.

1.16      "TELUPAY System" shall mean any combination of the TELUPAY Documentation, TELUPAY Mobile Banking Solution, TELUPAY Mobile Banking Services, and/or the TELUPAY Software specifically customized for integration and use with CLIENT's information systems and databases and excludes all other technology, services, or know-how that CLIENT owns;

1.17     "Services" means the scope of services, as it is defined and delineated in Annex A and in the Service Level Agreement of this Agreement, which may further be amended based upon the recommendations of the SERVICE PROVIDER, upon agreement of the parties in writing.

1.18     "Service Level Agreement" means the Service Level Agreement executed by and between the Parties pursuant to and subject to the terms of this Agreement, inclusive of its schedules and related documents, as it may be amended and/or revised from time to time;

1.19     "Territory" shall mean the geographical and political boundaries of the Republic of the Philippines.

1.20     "Term" shall mean the Initial Term and any renewal or extension thereof

1.21     "Tier One Client" shall mean, other than CLIENT, only those certain top banks in the Territory, specifically Banco de Oro Universal Bank and Bank of the Philippine Islands.

1.22     "Anniversary Year" means any Twelve (12)-month period counted from the Effective Date or any anniversary date thereof.

1.23     "Recommended System Requirements" shall be the minimum technical specifications of the combination of computer hardware and equipment, peripherals, commercial off-the-shelf software, telecommunications and/or network connections, security firewalls, etc. prescribed by the SERVICE PROVIDER to ensure that the TELUPAY Mobile Banking Solution would yield a designated or prescribed level of system performance or robustness. The Recommended System Requirements shall be those prescribed under Annex B of this Agreement, which may further be amended based upon the recommendations of the SERVICE PROVIDER, upon agreement of the Parties in writing.

2.1      The Initial Term of this Agreement shall be the Five (5)-Year Period counted from the Effective Date, or from September 10, 2010 to September 09, 2015.

2.2     Unless a Party serves a written notice upon the other Party of its decision NOT to renew or extend this Agreement at least Six (6) months prior to the expiration of this Agreement or any extension thereof, this Agreement shall be deemed automatically extended and/or renewed on a year-to-year basis without need of notice and upon the same terms and conditions governing the Agreement for the immediately succeeding Anniversary Year unless amended in writing by the Parties.

2.3      Should it wish to renegotiate the terms and conditions of this Agreement, a Party shall do so by serving a written notice upon the other Party of its intention to undertake such renegotiation not less than Six (6) months before the date of expiration of this Agreement or any extension thereof. Any and all renegotiated terms shall operate prospectively only and shall take effect not earlier than the commencement of the immediately succeeding extension and/or renewal period of this Agreement. Nothing herein shall be construed or interpreted to preclude the Parties from executing and concluding a new and separate Memorandum of Agreement for the provision of the Services.

2.4     Exclusivity - Within the Two (2) Year Period counted from the Effective Date but not beyond 09 September 2012, the SERVICE PROVIDER appoints the CLIENT as the only Tier One Client in the Territory that shall be exclusively authorized to engage and implement the Services. Within the said period, no minimum number of transactions shall be required from the CLIENT. The exclusivity granted hereunder in favor of the CLIENT shall ipso facto cease and terminate on 09 September 2012, without need of notice.

3.     Territory.

     The CLIENT's limited right and authority to use and avail of the Services for its business and operations shall not extend nor apply to any and all of its business and operations outside or beyond the Territory.

4.1     Confidentiality required. As between SERVICE PROVIDER and CLIENT, any and all of the TELUPAY System, TELUPAY Mobile Banking Solution, TELUPAY Mobile Banking Services, TELUPAY Software, and the TELUPAY Documentation, including the SERVICE PROVIDER's business operations (collectively referred hereafter as "TELUPAY Confidential Information") are confidential and proprietary to SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE. As between SERVICE PROVIDER and CLIENT, any and all information regarding CLIENT's systems and business, Customer Information, customer lists and accounts, and other information of similar nature are confidential and proprietary to CLIENT. Access to, disclosure or use of CLIENT's confidential information shall at all times be held in utmost secrecy and confidentiality and in accordance with Republic Acts 1405 and 8791 and all other applicable laws. Neither Party shall use or disclose the other Party's confidential or proprietary information in any manner whatsoever other than in connection with the rights granted in this Agreement. A Party who is in possession of the other Party's confidential or proprietary information shall implement and maintain security measures, which it customarily implements and maintains for its own confidential information. Subject to any restrictions imposed by applicable governmental rules and regulations, a Party may require the other Party to implement and maintain security measures and standards for reference source code implementations, shared secret keys, proprietary technology, encryption and decryption keys, private keys as well as source and library files that contain confidential or proprietary information which are in accordance with industry or customary standards of commercial operations practices for managing such confidential or proprietary information, such measures to include, at a minimum, the following:

4.2.      Notification of Unauthorized Use or Disclosure. A Party shall verbally and in writing notify the other Party immediately upon discovery of any unauthorized use or disclosure and/or possible, suspected, or attempted unauthorized use or disclosure of the other's confidential and/or proprietary information and shall cooperate with the other Party to immediately investigate the events or potential events, to regain possession of the utilized and/or disclosed confidential and/or proprietary information and to effectively prevent any further unauthorized use or disclosure thereof.

4.3.      Liability for Breach of Confidentiality. A Party who has been given custody of, control over, or access to any confidential or proprietary information belonging to the other Party shall be responsible for any breach of the obligations contained in paragraphs 4.1 through 4.2 by the said Party, its affiliates, partners, subcontractors, consultants, agents, employees, customers (other than the officers or employees of the other Party ), representatives, former affiliates, former agents, former employees, former customers (other than the officers or employees of the other Party) and former representatives.

4.4     Injunctive Relief and Damages. Each Party acknowledges and agrees that any breach or violation on its part of any promises, commitments, undertakings and/or agreements contained in paragraphs 4 and 17, inclusive of their respective subparagraphs and subsumed provisions, shall result in grave, irreparable, and continuing damage to the Party to which such compromised confidential or proprietary information pertains to (the "aggrieved Party") for which there will be no adequate or speedy remedy at law; and the aggrieved Party shall be immediately entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper under the circumstances (including monetary damages if appropriate). In the proper cases and upon competent judicial authority, the aggrieved Party may enter upon any location or territory where the compromised confidential or proprietary information may be kept for the purpose of preventing the unauthorized use, reproduction, examination, distribution, or transaction thereof.

4.5      Same rights under paragraph 16.4. For any breach of the paragraphs 4, 16.2, 16.5, 16.6, and 16.8 of this Agreement, inclusive of all sub-paragraphs and subsumed provisions, the SERVICE PROVIDER shall have the same rights as stated in paragraph 16.4 of this Agreement, which rights shall be cumulative and non-exclusive.

5.1      TELUPAY Mobile Banking Solution and Services. The SERVICE PROVIDER shall make available to the CLIENT the TELUPAY Mobile Banking Solution and perform for said CLIENT the Telupay Mobile Banking Services, as specifically described in Annex A and the Service Level Agreement, as may be amended and/or revised from time to time by the SERVICE PROVIDER to reflect changes (1) to the TELUPAY Mobile Banking Solution, and (2) in the specific services provided to the CLIENT;

5.2      Standard Services. The SERVICE PROVIDER shall provide the standard installation, training, maintenance, review and monitoring, operational assistance, and monitoring services for and in support of the CLIENT's mobile banking service, particularly the following:

5.3     Customization, special or extra services. Subject to separate arrangements and fees, the SERVICE PROVIDER, at the request of the CLIENT, may provide customization or extra services, the costs for which may be reimbursed by SERVICE PROVIDER from the CLIENT pursuant to paragraph 8.10 of this Agreement.

5.4    Upgrades and Application Updates. SERVICE PROVIDER may inform and offer to CLIENT such versions, upgrades and/or application updates which shall be subject to separate agreement/s and/or arrangements between the Parties.

5.5    SERVICE PROVIDER shall install the needed software on the CLIENT's servers in order to link the TELUPAY System to the CLIENT's mobile banking platform provided that the needed software installed by SERVICE PROVIDER is and will remain the property of SERVICE PROVIDER.

6.1    The CLIENT shall be responsible for the following:

7.     Common Obligations of the Parties.

8.1      Installation and Support Services. For the first Five (5) years from date of commercial launch of the Services, the SERVICE PROVIDER has agreed to allocate, set aside, and disburse an annual amount of not less than United States Currency: Ten Thousand Dollars (US$10,000.00) covering the initial deployment and implementation of the Services (including installation, testing, and training) prior to commercial launch, and the succeeding annual support services which costs shall be recovered by the SERVICE PROVIDER in accordance with paragraph 8.10 of this Agreement. The operational details on installation and support services are outlined in the Service Level Agreement. The said deployment costs shall not cover those costs and expenses for the development of the TELUPAY Software, which development costs and expenses shall be for the sole and exclusive account of the SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE as the absolute owner of the TELUPAY Software. This allocation shall not exceed the following amounts (the "Installation and Support Services Allocation") for the stated anniversary years reckoned from date of commercial launch of the Services:

8.2.     Service Transaction Fee Rates. As consideration for the SERVICE PROVIDER's provision of the Services for use and deployment in the operations and business of the CLIENT and CLIENT's Network, the CLIENT shall pay SERVICE PROVIDER the service fees defined and detailed in Annex A of this Agreement, which Annex is made an integral part hereof.

8.3      Special or Extra-Services. The SERVICE PROVIDER may provide special or extra services subject to separate agreements and fees, the costs for which shall be reimbursed by the CLIENT to the SERVICE PROVIDER pursuant to paragraph 8.10 of this Agreement.

8.4      Change of Fees. Any and all variations to the existing rates in the service fees provided in Annex A hereof as well as any and all changes to the transaction fee rates charged to the CLIENT's users, account holders and customers for the Services shall only be enforceable and effective if contained in a written amendatory instrument duly and jointly executed by the Parties for this purpose.

8.5      Settlement Accounts and Payment. Payment of SERVICE PROVIDER's service fees as well as other amounts due to SERVICE PROVIDER under this Agreement shall be promptly undertaken by the CLIENT by way of direct deposit to the SERVICE PROVIDER's settlement account. In case of disputed payments, CLIENT shall immediately set aside and deposit the disputed amounts in an interest-bearing settlement account jointly opened by the Parties as co-signatories for this purpose and endeavor to promptly resolve such dispute without delay. The undisputed portion of all amounts due to SERVICE PROVIDER under this Agreement shall be promptly deposited and paid by the CLIENT to the SERVICE PROVIDER's settlement account in accordance with Annex A hereof.

8.7      Access to reports. The CLIENT shall allow the TELUPAY System to automatically send transaction reports to the SERVICE PROVIDER such as, but not limited to, daily transaction journal, summaries necessary for the monitoring and reconciliation and such other report as may from time to time be required by the SERVICE PROVIDER through electronic channels.

8.8      Consideration. The CLIENT recognizes that the service fees payable to the SERVICE PROVIDER under this Agreement are considered regular business consideration for sale of services.

8.9      Taxes. For the transactions contemplated in this Agreement, each Party will implement the most efficient tax structure and will be responsible for their respective taxes that will avoid unnecessary and additional expenses. The CLIENT shall deduct the applicable withholding tax which is two percent (2%) on the service fees of the SERVICE PROVIDER prior to the deposit in the settlement accounts of the SERVICE PROVIDER.

8.10      Recoveries for Hardware, Marketing, Installation and Support Services Costs. Within the first (1^st) year from the date of commencement of the commercial operations of the TELUPAY Mobile Banking Services and provided sufficient proof of the expenditures is presented by the incurring Party, any and all costs and expenses incurred by the Parties for the procurement of the Equipment, installation, testing, and training, and actual marketing expenditures (the "Project Costs") shall be duly expensed and recovered by the incurring Party through pro rata deductions from Third Party Vendor Gross Transaction Fees; Provided, That no recoveries for actual marketing expenditures incurred within a covered year in excess of the Maximum Marketing Allocation for the said year shall be allowed. The said excess shall be for the sole account of the incurring Party concerned. Excepting these excess marketing expenditures, all other unrecovered Project Costs shall be carried over to the succeeding periods and accordingly deducted from the succeeding periods' Gross Transaction Fees.

9.      Access for the SERVICE PROVIDER.

9.1     The CLIENT upon its prior written consent shall allow representative/s of the SERVICE PROVIDER to enter any of the premises or branches of the CLIENT or any other location or territory covered by the CLIENT'S network using the TELUPAY Mobile Banking Solution, under reasonable conditions for maintenance, repairs, system health check, monitoring activities, accessing necessary information or data, to include downloading and printing of necessary information or data, in order to allow the performance of the services under this Agreement.

10.     Commercial Start-up Period.

10.1     The CLIENT shall use its best commercial efforts to start or launch its mobile banking services using the TELUPAY Mobile Banking Solution providing Telupay Mobile Banking Services to its users, account holders and customers within sixty (60) days from the Effective Date.

11.     Implementation of the TELUPAY Mobile Banking Service.

11.1     Within one year from the Effective Date, the CLIENT shall use its best commercial efforts to deploy, expand and integrate the TELUPAY Mobile Banking Services throughout the CLIENT's Network.

12.     Business Continuity Plan and Disaster Recovery

12.1     The Parties agree on a Business Continuity Plan more particularly described in the Service Level Agreement. Disaster recovery sites shall be placed in operation in the event that operations at either the CLIENT or the SERVICE PROVIDER primary business locations cannot be accessed or restored within seventy-two (72) hours from the occurrence of a force majeure event or any unresolved interruption of the Services. Commission of the respective disaster recovery sites shall be jointly undertaken and coordinated by the Parties' respective crisis management teams.

13.    Notification.

Each Party undertakes to notify, in writing, the other as soon as practicable if it becomes aware of: (a) any event which will render impossible the performance by the Party concerned of any of its obligations or undertakings under this Agreement, including those arising from force majeure as mentioned under paragraph 21.10 hereof; (b) any breach of the provisions of any authorization issued by any regulatory body which is necessary for the performance of its obligations under this Agreement; (c) the receipt of actual notice of a material claim or demand by any person with respect to its performance of its obligations under this Agreement.

14.     Intellectual Property.

14.1      Marks. During the lifetime and effectivity of this Agreement and any extension thereof, each Party hereby grants the other a temporary, limited, royalty-free license to use its trademarks, service marks, trade names, trade dress, logos, Internet domain names and other company or service identifiers or service marks solely for the purposes set forth in this Agreement.

14.2      Correction of data introduced. The CLIENT shall deliver to SERVICE PROVIDER in a precise, correct, timely, and complete manner each and every data and/or information required for the implementation of this Agreement and/or the provision of the Services and shall be responsible for any inaccuracy in the data and/or information provided.

14.3      Ownership of Material and the CLIENT'S Customer Information. Unless otherwise agreed upon by the Parties in writing, all material and content provided by the CLIENT to the SERVICE PROVIDER for inclusion in the website to be established and maintained for the Services (the "Services Website") and all Customer Information collected therefrom (including, without limitation, the Customer's username, passwords, account numbers, routing information, personal identification data such as social security numbers and credit card numbers, etc.) shall be solely and exclusively the CLIENT's property and responsibility. The SERVICE PROVIDER and their personnel shall have no proprietary interest in such material or the Customer Information.

14.4      Intellectual Property on TELUPAY 'Mobile Banking Solution.' All Intellectual Property Rights and trade secrets on the TELUPAY Mobile Banking Solution shall solely be and shall solely remain the property of SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE and the CLIENT shall have no rights or interest in such TELUPAY Mobile Banking Solution and all other technology, services, or know-how that Telupay (M.E) FZE and the SERVICE PROVIDER owns and operates other than the rights granted to the CLIENT under this Agreement.

16.1      Reservation of Rights. This Agreement is for SERVICES only, thus the SERVICE PROVIDER reserves all rights not expressly granted to the CLIENT in this Agreement. Except as provided herein, no authority to use, rights, and/or license is granted by SERVICE PROVIDER, either directly or by implication, estoppel, or otherwise, for the TELUPAY Confidential Information and/or the TELUPAY System and any rights not expressly granted to CLIENT hereunder are reserved by SERVICE PROVIDER. The Services shall neither involve any grant of license for the use of all or part of the TELUPAY Confidential Information and/or the TELUPAY System nor will it involve any transfer of technological know-how and property rights. Neither is CLIENT granted any license or rights or interest to develop, manufacture, sell, lease, dispose, implement, transact, or distribute all or part of the Services, the TELUPAY Confidential Information and/or the TELUPAY System nor to review and/or study the same with other parties not expressly authorized by this Agreement.

16.2      Prohibition On Reverse Engineering, Decompilation, Disassembly, etc.. CLIENT shall not reproduce, distribute, market, disclose, reverse engineer, decode, decompile, disassemble, license, assign, transfer, or allow the unauthorized use or disclosure of any part or the whole of the TELUPAY Confidential Information.

16.3      Third Party Use. Except as otherwise provided herein, any use, operation or implementation of all or part of the Services and/or the TELUPAY System by third parties shall be subject to separate negotiations and/or user agreements. CLIENT shall on a best efforts basis cooperate with SERVICE PROVIDER in preventing and/or enjoining unauthorized or unlicensed third parties from using, studying, implementing or transacting all or part of the Services, the TELUPAY Confidential Information, and/or the TELUPAY System.

16.4      Effects of Unauthorized Use. Except as otherwise provided in this Agreement, where CLIENT itself or any of the CLIENT's agents, employees, representatives or customers allows or causes other third parties or affiliates to use, study, or implement any part or all of the Services, the TELUPAY Confidential Information, the TELUPAY System and/or any licensed technology, without the proper use, rights and/or license agreement and without the written consent of SERVICE PROVIDER, CLIENT shall be considered to have materially breached this Agreement. In the event of such material breach, SERVICE PROVIDER shall have the absolute right and full discretion to immediately, without need of any notice, stop and terminate the useability, use and/or access by such unauthorized third parties and/or to immediately rescind this Agreement upon written notice sent to CLIENT without need of any court intervention. SERVICE PROVIDER shall not be liable to CLIENT or to its affiliates, officers, employees, customers or any third party for any damages that may result from the exercise of the said right. Additionally in the said situation, the CLIENT hereby constitutes, designates and appoints the SERVICE PROVIDER, its representatives, delegates or assigns, as its attorney-in-fact and the SERVICE PROVIDER as such attorney-in-fact shall have the right with full power and authority to undertake any and all actions necessary to prevent any further unauthorized use of the Services and/or the unauthorized disclosure of the TELUPAY Confidential Information and the CLIENT is deemed to have waived any objection, and further acknowledges and agrees that the SERVICE PROVIDER is entitled to an injunctive relief from the proper court of jurisdiction to restrain the CLIENT and/or the unauthorized user from further implementing or using the TELUPAY System or the TELUPAY Confidential Information.

16.5.     Ownership of TELUPAY System. Regardless of where the same may be stored, installed or kept, the TELUPAY System is and will remain the property of SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE.

16.6     Retention of Ownership. All Intellectual Property Rights in and to all or part of the TELUPAY Confidential Information and/or the TELUPAY System shall be and remain the property of SERVICE PROVIDER and/or its licensor/s, and the CLIENT shall have no rights or interest therein and all other technology, Services, or know-how that SERVICE PROVIDER owns and/or operates other than the rights granted to the CLIENT under this Agreement. SERVICE PROVIDER retains all rights, title and interest in and to the Services, the TELUPAY Confidential Information, the TELUPAY System and all other technology, services, or know-how that SERVICE PROVIDER owns and/or operates in connection with the Services and/or that are trade secrets or proprietary information of SERVICE PROVIDER and/or its licensors, members or affiliates or are otherwise owned or licensed by SERVICE PROVIDER.

16.7      Regulatory permits. CLIENT shall undertake to secure business or government regulatory licenses, permits, consents and approvals that are necessary, or considered appropriate and advisable, for the provision of the Services and/or the installation, operation, implementation, maintenance, cessation and/or removal of the TELUPAY System.

16.8      Non-Competition clause. CLIENT shall not be concerned or interested either directly or indirectly in the development, manufacture, sale, distribution, dealership, promotion or marketing of any technology or services which compete with or are similar to the TELUPAY System, TELUPAY Mobile Banking Solution, TELUPAY Mobile Banking Services, TELUPAY Software, TELUPAY Documentation, and/or any licensed technology and/or any mobile or internet banking services provided by SERVICE PROVIDER during the lifetime of this Agreement and/or any renewal or extension thereof.

17.1     Default. Notwithstanding any other provision of this Agreement to the contrary, in the event of any material breach of this Agreement (which shall include the material inaccuracy of any representation or warranty) by either Party, the other Party may terminate this Agreement thirty (30) days after providing written notice thereof to the breaching Party, if the breaching Party does not cure the identified breach within such thirty (30) day period, or hold the defaulting party liable for damages and/or seek to strictly enforce the terms of this Agreement.

In the alternative and in the event of a duly established technical failure of the TELUPAY Software, which technical failure amounts to a Severity One level, as defined under the Service Level Agreement, and which technical failure likewise remains unresolved within the 30-day curative period provided in this Section, the CLIENT may, upon full payment to TELUPAY (M.E) of the License Fee of FIVE MILLION PESOS (Php5,000,000.00), acquire a perpetual, non-exclusive, non-transferable, and limited license to use and modify the TELUPAY Software for the exclusive purposes of undertaking the necessary corrective actions on the TELUPAY Software and of using the TELUPAY Software. The grant of such limited license shall not confer any rights of ownership over the TELUPAY Software and/or any part of its source or object code in favor of the CLIENT. Upon its acquisition of such limited license, the CLIENT shall have the right to renegotiate the commercial terms of this Agreement pursuant to Section 8.4 hereof. By acquiring the limited license provided in this Section, this Agreement shall continue and be deemed amended to the extent of such limited license and any renegotiated commercial terms duly agreed upon in writing by the Parties.

No technical failure shall be recognized as a technical failure of the TELUPAY Software or the TELUPAY Mobile Banking Solution if such failure is caused in whole or in part by CLIENT or third-party supplied hardware, software, and/or third party services, or when CLIENT fails to comply with its obligations under Clause 9.1 or when the Equipment fails to meet the Recommended System Requirements.

17.2     Insolvency. If either Party becomes insolvent in that its liabilities exceed its assets, or is adjudicated insolvent, or takes advantage of or is subject to any insolvency or bankruptcy proceeding, or makes an assignment for the benefit of creditors or is subject to receivership, conservatorship, or liquidation, then the other Party may immediately terminate this Agreement.

17.3     Validity Affected. The Agreement shall be terminated with immediate effect if the Agreement or any of the Services covered hereunder becomes illegal, prohibited or prohibitively restricted by operation of law or regulatory instruction.

18.    Subcontractors.

Any subcontractor used by either Party must comply with the terms and conditions of this Agreement, and with the provisions on confidentiality and proprietary assets. The Party subcontracting shall be liable for any and all acts and omissions of each of its permitted subcontractors to the same extent as if such Party had engaged in such act or omission directly.

19.     Representations and Warranties.

19.1     Mutual Representations and Other Warranties. Each Party represents and warrants to the other that as of the Effective Date of this Agreement and throughout the Term and any renewal term:

20.1     Financial Audits. To ensure compliance with the terms of this Agreement, during the Term and renewal term, each Party shall have the right, at its own expense, to direct an independent certified public accounting firm to inspect and audit the books and records of the other which are directly relevant to this Agreement; provided, however, that: (i) the auditing Party provides thirty (30) days written notice prior to such audit or inspection; (ii) any such inspection and audit shall be conducted during regular business hours in such a manner as not to interfere with normal business activities; (iii) in no event shall audits be made more frequently than once per calendar year; (iv) in the event that any audit shall reveal an underpayment of the amounts due under this Agreement for any calendar quarter, then the audited Party shall promptly reimburse the other for the amount of such underpayment; and (v) such independent certified public accounting firm agrees to be bound by the audited Party's then standard non-disclosure agreement.

20.2     Regulatory Examination. The Parties shall cooperate with any examination to be conducted by a regulatory body or agency, including by providing such body or agency with access entitled to under applicable law.

20.3     Regulatory Filings. Each Party hereto shall be solely responsible for making all respective regulatory filings required in the operation of its business, and shall cooperate with the other Party with respect to such filings. To the extent permitted by applicable law, each Party shall promptly notify the other Party if it becomes aware of a criticism related to the Services by any regulatory agency with authority over such Party or the Offer. Each Party shall provide reasonable assistance to the other Party in regulatory filings required to be made.

21.     Miscellaneous.

21.1     Assignment. Neither Party will have the right to assign or transfer this Agreement to another Person (except to the assignment by either Party to an affiliate, of which the assigning party must promptly inform the other) without the prior written consent of the other Party, which consent shall not be unreasonably withheld. In no event shall such assignment adversely affect the continued operation of this Agreement by the Parties and/or their respective assignees.

21.2     Amendment. This Agreement as well as its Schedules cannot be amended except upon written agreement duly signed by all Parties hereto.

21.3     Compliance with Applicable Law. Each Party shall be responsible for compliance with all applicable laws with respect to their respective activities and undertakings related to this Agreement. Each Party shall promptly notify the other Party of any change in applicable law that it believes affects the Services and/or this Agreement.

21.4     No Waiver. Neither Party shall be deemed to have waived any of its rights or remedies under this Agreement unless such waiver is in writing and is signed by the Party alleged to have waived.

21.6     Continuity of Services. To help ensure uninterrupted provision of the Services in the event that the SERVICE PROVIDER is unable or legally incapacitated to provide the same, SERVICE PROVIDER shall on a best efforts basis endeavor to cause its licensor and/or its affiliates or duly authorized representatives ("Affiliates") to provide or cause the provision of the Services under the same commercial terms and conditions prevailing at the time prior to such inability or legal incapacity on the part of the SERVICE PROVIDER.

Furthermore, the Parties shall execute a software escrow agreement for the TELUPAY Software, which agreement shall be in a form substantially identical to the draft software escrow agreement attached herewith as Schedule "C". For this purpose, the Parties shall, on a best commercial efforts basis, execute such software escrow agreement with an escrow agent jointly appointed by the Parties for this purpose not later than fourteen (14) calendar days after the Effective Date. In the event that the Service Agreement is terminated by reason of the non-renewal thereof or material breach on the part of the CLIENT, the software escrow agreement shall be terminated and the materials placed in escrow shall be released in favor of the SERVICE PROVIDER.

21.7     Severability. If any part of this Agreement shall for any reason be found or held invalid, illegal, or unenforceable by any court or governmental agent of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of this Agreement which shall survive and be construed as if such invalid or unenforceable part had not been contained herein.

21.8     Entire Agreement. This Agreement and its Schedules contains the entire agreement of the Parties and supersedes all prior discussions and agreements with respect to the matters covered herein.

21.9     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.10     Force Majeure. Neither Party shall be liable for damages and costs to the other Party arising out of delays or failures to perform its obligations under this Agreement if such delays or failures result from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party's reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a Party's financial condition or negligence). Notice of any such delays or failures and explanation of their causes must be given to the other within five (5) days of the occurrence. No Party shall be relieved of its obligations hereunder if its failure of performance is due to removable or remedial causes which such Party fails to remove or remedy using commercially reasonable efforts within a reasonable time period.

21.11     Independent Contractors. The Parties agree that they are independent contractors and are not engaged in a joint venture, partnership, or agency relationship.

21.12     Right of Consent or Approval. Wherever in this Agreement the consent or approval or agreement of any or all of the Parties is contemplated or required, unless expressly provided otherwise in this Agreement, such consent, approval or agreement shall not be unreasonably withheld, conditioned or delayed.

All communications required under this Agreement shall be in writing and shall be delivered by hand, by facsimile, or mailed by overnight courier or by registered mail or certified mail, postage prepaid to the following address, or to such other address as the Party may have furnished beforehand in writing:

22.     Accuracy of Information. Each Party to this agreement accepts sole responsibility for the accuracy of the data transmitted to the other.

23.     Governing law and arbitration. This Agreement shall be governed by Philippine laws. Any and all disputes arising from or relating to the interpretation, implementation, operation, maintenance, and/or termination of this Agreement shall be exclusively submitted for arbitration to be administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with its appropriate rules. Without prejudice to the foregoing, the venue of any and all actions arising from or relating to this Agreement shall be the proper judicial courts of the Republic of the Philippines.

24.     Effectivity - This Agreement shall take effect on Effective Date or retroactively on the date of actual commercial launch of the Services, whichever comes earlier, and shall remain valid and binding until terminated or revoked in accordance with the pertinent provisions hereof.

IN WITNESS WHEREOF, each of the Parties, by its representative, has executed this Agreement as of the Effective Date.

METROPOLITAN BANK &                             TELUPAY
TRUST COMPANY                                       (PHILIPPINES) INC.
Client                                                                 Service Provider

By: _/s/ Adrian F. Villanueva__________      By: _/s/ Jose Luis Romero-Salas_________
Name:Adrian F. Villanueva                             Name:    Jose Luis Romero-Salas
Title: Senior Vice President                             Title:     President

By: _/s/ Nonato P. Arboleda__________        By: _/s/ Rosarito Deferia Carrillo________
Name:   Nonato P. Arobleda                             Name:   Rosarito Deferia Carrillo
Title: Deputy Group Head                              Title:   Director

With our Written Conformity:

By: _/s/ Adrian Crawford Ansell___________
Name:  Adrian Crawford Ansell
Title   Director

Signed in the presence of:

_/s/ Mary Anne Amador______________ __/s/ Karla Nacion__________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction, personally appeared on this 13th day of December, 2010, the following, who are personally known to me and/or identified through competent evidence of identity and with community tax certificate/s, to wit

:

known to me and to me known to be the same persons who executed the foregoing Service Provider Agreement and who acknowledged to me that the same is their free and voluntary act and deed and of the corporations they represent.

WITNESS MY HAND AND SEAL ___________ on________ at______ ___________.

Doc. No. ____;
Page No.____ ;
Book No.____;
Series of 2010.

ANNEX A

TRANSACTION SERVICES AND FEES

ANNEX B

RECOMMENDED SYSTEM REQUIREMENTS

1. Application/Database API Server

Hardware:

HP ProLiant DL180 G6 Server
Quad-Core Intel(R) Xeon(R) Processor L5520 (2.26GHz, 8M Cache, 60 Watts, 1066MHz)
HP 4GB PC3-10600E 2x2GB 2Rank Memory
RHEL 1-2 Sockets; No Media; 1 YR Subscription, 9x5 HP Software Telephone Support included; not preinstalled
HP Embedded SATA Controller
HP 4-Bay Drive Cage
HP 146GB Hot Plug 3.5 SAS 15,000rpm Dual Port Hard Drive
HP 146GB Hot Plug 3.5 SAS 15,000rpm Dual Port Hard Drive
RAID 1 drive set (requires matching 2 hard drives)
HP Slim 12.7mm SATA DVD Optical Drive
Embedded HP NC362i Integrated Dual Port Gigabit Server Adapter
HP 460W HE 12V Hotplug AC Power Supply
+1 Additional Gigabit NIC (HP NC112T PCIe Gigabit Server Adapter - Low Profile)

---

Software:

RHEL 1-2 Sockets; No Media; 1 YR Subscription, 9x5 HP Software Telephone Support included; not preinstalled
Host IPS SW for Linux
MySQL Enterprise License Basic - for Clustering


2. MySQL Cluster Storage Node

Hardware:

HP ProLiant DL160 G6 Non-Hot Plug SATA Server
Quad-Core Intel(R) Xeon(R) Processor E5520 (2.26GHz, 8M Cache, 80 Watts, 1066MHz)
HP 12GB PC3-10600E 6x2GB 2Rank Memory
HP Embedded SATA RAID Controller
HP 250GB 3G SATA Non-Hot Plug 7,200rpm 3.5 inch MDL Hard Drive (1-year warranty)
HP 250GB 3G SATA Non-Hot Plug 7,200rpm 3.5 inch MDL Hard Drive (1-year warranty)
HP 9.5mm SATA DVD ROM Drive
Embedded HP NC362i Integrated Dual Port Gigabit Server Adapter
HP 500W Non-Hot Plug Power Supply

Software:

RHEL 1-2 Sockets; No Media; 1 YR Subscription, 9x5 HP Software Telephone Support included; not preinstalled
Host IPS SW for Linux
MySQL Enterprise License Basic - for Clustering

 

3. Cluster Manager/ Load Balancer

Hardware:

HP ProLiant DL120 G5 Server
Dual-Core Intel(R) Xeon(R) processor E3110 (3.0GHz, 6MB L2 cache, 1333MHz FSB)
HP 2GB Unbuffered ECC PC2-6400 DDR 1x2GB Memory
HP Embedded SATA Controller
HP 160GB 3G SATA Non-Hot Plug 7,200rpm 3.5" ETY Hard Drive (1-year warranty)
HP NC110T PCIe Gigabit Server Adapter - Low Profile
Embedded HP NC105i Gigabit Server Adapter
HP Slim 12.7mm SATA DVD Optical Drive

Software:

RHEL 1-2 Sockets; No Media; 1 YR Subscription, 9x5 HP Software Telephone Support included; not preinstalled
Host IPS SW for Linux

MySQL Enterprise License Basic - for Clustering

---

5. Backup/ Media Server

HP ProLiant ML110 G5 Server
Single-Core Intel(R) L Processor 440 (2.00GHz/512K)
HP 2GB Unbuffered ECC PC2-6400 DDR 2x1GB Memory
HP Embedded 4 Port SATA Controller (does not support factory integrated RAID)
HP 160GB 3G SATA Non-Hot Plug 7,200rpm 3.5" ETY Hard Drive (1-year warranty)
HP 16X Half-Height SATA DVD-ROM Optical Drive
HP LTO4 ULTRIUM 1760 SCSI Internal Tape Drive
Embedded NC105i PCIe Gigabit Server Adapter
3 LTO4 Tapes (800GB Capacity)

HP ProLiant ML150 G6 Non-Hot Plug Server
Quad-Core Intel(R) Xeon(R) Processor E5520 (2.26GHz, 8M Cache, 80 Watts, 1066MHz)
HP 12GB PC3-10600E 6x2GB 2Rank Memory
HP Embedded 4 Port SATA Controller
HP 146GB Non-Hot Plug 3.5 SAS 15,000rpm Dual Port Hard Drive
HP 16X Half-Height SATA DVD-ROM Optical Drive
Embedded HP NC107i PCI-Express Gigabit Server Adapter
HP 460W Non-Hot Plug Power Supply

HP ProLiant DL120 G6 Server
Intel(R) Core(TM) Processor i3-540 (3.06GHz, 73W, 4MB, 1333 HT)
HP 8GB PC3-10600E 4x2GB 2Rank Memory
HP Embedded SATA Controller
HP 250GB 3G SATA Non-Hot Plug 7,200rpm 3.5 inch MDL Hard Drive (1-year warranty)
2 Embedded HP NC107i Single Port Gigabit NICs
HP 9.5mm SATA DVD ROM Drive
HP 400W NHP Power Supply
HP LO 100i Integrated

S-CE500G-12TC - Cisco Catalyst Express 500G-12TC - switch - 12 ports

Itegno 3800

Annex C

KNOW ALL MEN BY THESE PRESENTS:

This SOFTWARE ESCROW AGREEMENT (the "Agreement") is executed this 13th day of December, 2010 (the "Effective Date"), in Makati City, Metro Manila, by and between:

- AND -

WHEREAS, TELUPAY M.E)'s licensee and Philippine affiliate, TELUPAY (PHIL.), has entered into a Service Provider Agreement dated ________________ (the "Service Provider Agreement") with METROBANK for the provision of mobile banking services (the "Services") through the use of the proprietary Mobile Banking Solution software (the "Software") licensed by TELUPAY (M.E) to TELUPAY (PHIL.);

WHEREAS FURTHER, TELUPAY (M.E) wishes to protect the confidentiality of the Software while providing METROBANK with access to the Software in the event that certain circumstances described in this Agreement occur; and,

WHEREAS FINALLY, TELUPAY (M.E) agrees to deposit in escrow the source and object code for such Software with the ESCROW AGENT in accordance with the terms and conditions of this Agreement;

NOW THEREFORE, for and in consideration of the foregoing premises, mutual covenants and agreements herein, the Parties hereby agree as follows:

(a)   TELUPAY (M.E) and METROBANK hereby appoint the ESCROW AGENT to hold in escrow the Materials as defined herein in accordance with the terms and conditions of this Agreement and the ESCROW AGENT agrees to act in such capacity.

(b)    In consideration for the services to be performed hereunder, TELUPAY (M.E) shall pay to the ESCROW AGENT a monthly escrow fee of SEVEN THOUSAND PESOS (PhP 7,000.00), Philippine Currency, which monthly escrow fee shall be reimbursed by TELUPAY (M.E) from TELUPAY (PHILIPPINES), INC. and METROBANK and in the event of failure to pay the said escrow fee by TELUPAY (M.E.), may be directly paid by METROBANK to the ESCROW AGENT, subject to reimbursement of a one-half portion thereof from TELUPAY (PHILIPPINES) INC. In the event of non-payment of escrow fees, ESCROW AGENT shall notify TELUPAY (M.E.) and METROBANK in writing of such default. If after the lapse of sixty (60) days from TELUPAY (M.E.) and/or METROBANK's receipt of the default notice, all due arrearages on the escrow fees remain unpaid, ESCROW AGENT shall have the right, without need of further notice and without any liability to any party whatsoever, to terminate this Agreement and destroy the Materials or, at the request of the TELUPAY (M.E), release and deliver the Materials to TELUPAY (M.E) or its duly authorized representative in the Philippines.

The term of this Agreement shall commence on the date of this Agreement and shall continue in full force and effect so long as the Service Provider Agreement remains in full force and effect, unless this Agreement is terminated as hereinafter set out.

TELUPAY (M.E) agrees to deposit with the ESCROW AGENT one (1) copy of the source and object code of the Software, duly recorded in machine-readable optical media (collectively, the "Materials").

TELUPAY (M.E) may, from time to time, and with the prior written consent of METROBANK update, improve or modify the Materials used by METROBANK in connection with the Services. TELUPAY (M.E) agrees and undertakes to deposit or cause to be deposited with the ESCROW AGENT, at the time such updates, improvements or modifications are made, one copy of such modified Materials, which shall be deemed part of the Materials deposited in escrow under this Agreement. However, such updates, improvements or modifications shall not cover any substantially new or rewritten version of the Software, which shall be considered new software that are not covered by the Materials.

A. The occurrence of any of the following events ("Release Events") shall entitle METROBANK to a release and delivery of the Materials held in escrow by the ESCROW AGENT:

B. The occurrence of any of the following events ("Release Events") shall entitle TELUPAY (M.E.) to a release and delivery of the Materials held in escrow by the ESCROW AGENT:

A. Upon the occurrence of any of the Release Events under Clause 5 (A) hereof, METROBANK shall give written notice to the ESCROW AGENT, TELUPAY (PHIL.), and TELUPAY (M.E), specifying the Release Event in question, together with its sole written instruction for the release of the Materials to METROBANK. The ESCROW AGENT shall, without the need to verify whether such event of default being enforced is in accordance with the Service Provider Agreement, release and deliver the Materials held in escrow to METROBANK, not earlier than thirty (30) days from receipt of proof of actual service upon TELUPAY (M.E) and TELUPAY (PHIL.) of said notice. Nothing herein shall authorize the ESCROW AGENT to turn over physical possession of all or part of the Materials without presentation by METROBANK of the corresponding receipt from TELUPAY (M.E) evidencing full and unconditional payment of the License Fee provided in this Agreement.

B. Upon the occurrence of any of the Release Events under Clause 5 (B) hereof, TELUPAY (M.E) and/or TELUPAY (PHIL.) shall give written notice to the ESCROW AGENT and METROBANK specifying the Release Event in question, together with: (1) its sole written instruction for the release of the Materials to TELUPAY (M.E) for events under Clause 5 (B) (i), (ii) and (iii); or (2) the joint written instructions of the parties hereto for the release of the Materials to TELUPAY (M.E.) for the events under Clause 5 (B) (iv).

The ESCROW AGENT shall, without the need to verify whether such termination or event of default being enforced is in accordance with the Service Provider Agreement, release and deliver the Materials held in escrow to TELUPAY (M.E), not earlier than thirty (30) days from receipt of proof of actual service upon METROBANK of said notice.

If a party wishes to refute the occurrence of the Release Event as notified by the other party, it shall give notice to the ESCROW AGENT and seek legal reliefs from the appropriate court prior to the expiry of the thirty (30)-day period.

In the event of a duly established technical failure of the TELUPAY Software which technical failure amounts to a Severity One Level, as defined under the Service Level Agreement, and which technical failure likewise remains unresolved within the 30-day curative period provided under the Service Provider Agreement and METROBANK obtains from TELUPAY (M.E) a perpetual, non-exclusive, non-transferable, multi-user, limited license (the "License") to use the Software and/or the Materials upon full payment to TELUPAY (M.E) and/or its duly authorized representative or receiver of the amount of FIVE MILLION PESOS, Philippine currency (Php5,000,000.00), as and by way of software licensing fees (the "License Fee"), as provided in Section 17.1, paragraph 2 of the Service Provider Agreement, the ESCROW AGENT shall release the Materials to METROBANK. Nothing in this Agreement shall be construed or interpreted to grant METROBANK any right to seek the release and delivery of the Materials held in escrow without its full payment of the License Fee in accordance with this Section.

8.    Termination

This Agreement shall remain valid and in effect while the Service Provider Agreement is valid and effective and may not be terminated except upon the mutual written agreement of TELUPAY (M.E), TELUPAY (PHIL.), and METROBANK. Release of the Materials to TELUPAY (M.E.) shall be made only upon the ESCROW AGENT's receipt of joint written instructions to the ESCROW AGENT from all the parties to this Agreement, terminating this Agreement and ordering the release and delivery of the Materials to TELUPAY (M.E).

(b)    ESCROW AGENT shall not be held responsible or liable for any acts of TELUPAY (M.E) and/or METROBANK and ESCROW AGENT shall have no liability under this Agreement whatsoever except for its acts of negligence, misconduct or a material breach of this Agreement. TELUPAY (M.E) and METROBANK shall indemnify and save harmless ESCROW AGENT from any and all damages, costs and liability suffered by ESCROW AGENT arising from the implementation of, or resulting from the breach of this Agreement and the Service Provider Agreement by the parties hereto, or any breach or infringement of any law or right of any third party attributable to TELUPAY (M.E) and/or METROBANK.

Any notice required or permitted to be given hereunder shall be in writing and shall be deemed given (i) when delivered personally to any officer of the party being notified; or (ii) on the third business day after being sent by registered or certified mail, postage prepaid, addressed as follows (unless due notice of any change in address is duly served beforehand upon all the other parties) :

To TELUPAY (M.E):

No party hereto shall be responsible for any losses or damages to any other party occasioned by delays in the performance or non-performance of any of its obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the non-performing party.

In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect.

Excepting TELUPAY (Philippines) Inc.'s assignment of the Service Provider Agreement and/or the assignment of the Software and/or the Materials to an affiliate, which assignments may be undertaken without need of consent but with appropriate notice to the other party under the Service Provider Agreement, neither party may assign or otherwise transfer this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and bind the parties hereto and their respective legal representatives, successors and assigns.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The venue of any and all judicial actions arising from or connected with the execution, implementation, operation, and termination of this Agreement shall be vested exclusively in the proper courts of the City of Makati, Philippines.

This Agreement, including the recitals, sets forth the entire agreement between the parties with respect to the subject matter hereof and shall be amended only by a writing signed by the parties.

This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed.

IN WITNESS WHEREOF, each of the Parties, by its representative, has executed this Agreement as of the Effective Date.

By:

__________________________________ _______________________________

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction, personally appeared on this 13^th day of December, 2010, the following, who are personally known to me and/or identified through competent evidence of identity and with community tax certificate/s, to wit:

known to me and to me known to be the same persons who executed the foregoing Software Escrow Agreement and who acknowledged to me that the same is their free and voluntary act and deed and of the corporations they represent and are duly authorized to sign, if acting in a representative capacity.

WITNESS MY HAND AND SEAL on ______________ at ___________.

Doc. No. ____;
Page No.____ ;
Book No.____;
Series of 2010.

ANNEX D