Loan Agreement and Promissory Note: Maria Christina E. Gaviola Legforms 3B Atty. Calleja

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Maria Christina E.

Gaviola Legforms
3B Atty. Calleja

LOAN AGREEMENT AND PROMISSORY NOTE

THIS LOAN AGREEMENT AND PROMISSORY NOTE, is made this 3rd day of
April 2008, by TIKOY & HOPIA PRODUCERS, INC., a Corporation organized under the
laws of the Philippines, as represented by its Treasurer and lawful attorney-in-fact, Soren
Mongkontong, (hereinafter, known as "BORROWER") and RICHARD BANK, a Corporation
organized under the laws of the Philippines (hereinafter, known as "LENDER") as represented by
its President, Richard Leon. BORROWER and LENDER shall collectively be known herein as
"the Parties". In determining the rights and duties of the Parties under this Loan Agreement, the
entire document must be read as a whole.

PROMISSORY NOTE

ONE (1) YEAR after date, FOR VALUE RECEIVED, BORROWER promises to pay to
the order of LENDER, the sum of ONE MILLION PESOS (P 1,000,000) together with interest
thereon at a rate of FIVE percent (5 %) per annum on the unpaid balance with interest to be
compounded annually (hereinafter, "the Loan Amount"). The entire outstanding Loan Amount
(including principal and any accrued interest) shall become fully due and payable by
BORROWER within 30 days of receipt of written demand by BORROWER from LENDER or
any subsequent assignee of this note one year after date.

The method for making a proper "demand" upon BORROWER is set forth below.

ADDITIONAL LOAN TERMS

The BORROWER and LENDER hereby further set forth their rights and obligations to one
another under this Loan Agreement and Promissory Note and agree to be legal bound as follows:

A. Loan Repayment Terms.


BORROWER may make payment(s) to LENDER in amounts and at times as it chooses
upon the Loan Amount, including accrued interest, until two years after date and upon the
demand of the LENDER on the BORROWER for repayment at which time
Maria Christina E. Gaviola Legforms
3B Atty. Calleja

BORROWER shall repay to LENDER the entire Loan Amount (including principal and
all accrued interest).

B. Demand by Lender.
This is a "demand" loan agreement and promissory note under which BORROWER is
required to repay in full the entire outstanding Loan Amount within 15 days of receiving
a written demand from LENDER for full repayment of the Loan Amount one year after
date. Delivery of written notice by LENDER to BORROWER via Registered Mail shall
constitute prima facie evidence of delivery. For mailing of said notice, LENDER shall
use BORROWER'S address as stated below in the portion of this agreement pertaining to
default.

C. Method of Loan Payment.


The BORROWER shall make all payments called for under this loan agreement by
sending check or other negotiable instrument made payable to the following individual or
entity at the address indicated:

RICHARD BANK
15th Flr., Galaxy Plaza Bldg., Paseo de Roxas
Makati City, Philippines

If Lender gives written notice to Borrower that a different address shall be used for
making payments under this loan agreement, Borrower shall use the new address so given
by Lender.

D. Default.
The occurrence of borrower’s failure to pay any amount due as principal or interest on
the date required under this loan agreement shall constitute a Default by the Borrower of
the terms of this loan agreement and promissory note.

E. Additional Provisions Regarding Default:


1. Addressee and Address to which Lender is to give Borrower written notice of default:
TIKOY & HOPIA PRODUCERS, INC.
Penthouse, Joya Bldg., Rockwell Center,
Makati City, Philippines
Maria Christina E. Gaviola Legforms
3B Atty. Calleja

If Borrower gives written notice to Lender that a different address shall be used,
Lender shall use that address for giving notice of default (or any other notice called
for herein) to Borrower.

2. Cure of Default.
Upon default, Lender shall give Borrower written notice of default. Mailing of
written notice by Lender to Borrower via Registered Mail shall constitute prima facie
evidence of delivery. Borrower shall have 30 days after receipt of written notice of
default from Lender to cure said default. In the case of default due solely to
Borrower's failure to make timely payment as called for in this loan agreement,
Borrower may cure the default by making full payment of any principal and accrued
interest (including interest on these amounts) whose payment to Lender is overdue
under the loan agreement and, also, the late payment penalty described below.

3. Penalty for Late Payment.


There shall also be imposed upon Borrower a 2% penalty for any late payment
computed upon the amount of any principal and accrued interest whose payment to
Lender is overdue under this loan agreement and for which Lender has delivered a
notice of default to Borrower.

4. Acceleration.
If the Borrower fails to cure any default on or before the expiration of the thirty (30)
day cure period that starts on the date Borrower receives written notice from Lender
that an event of default has occurred under this loan agreement, the entire unpaid
principal, accrued interest, and penalties under this loan agreement shall accelerate
and become due and payable immediately.

5. Indemnification of Attorneys Fees and other expenses.


Should any party materially breach this agreement, the non−breaching party shall be
indemnified by the breaching party for its reasonable attorneys fees and other
expenses which in any way relate to, or were precipitated by, the breach of this
agreement. A default by Borrower which is not cured within 15 days after receiving a
written notice of default from Lender constitutes a material breach of this agreement
by Borrower.
Maria Christina E. Gaviola Legforms
3B Atty. Calleja

F. Parties that are not individuals.


If any Party to this agreement is other than an individual (i.e., a corporation, a
Partnership, or a Trust), said Party, and the individual signing on behalf of said Party,
hereby represents and warrants that all steps and actions have been taken under the
entity's governing instruments to authorize the entry into this Loan Agreement. Breach of
any representation contained in this paragraph is considered a material breach of the Loan
Agreement.

G. Severability.
In the event any provision of this Agreement is deemed to be void, invalid, or
unenforceable, that provision shall be severed from the remainder of this Agreement so as
not to cause the invalidity or unenforceability of the remainder of this Agreement. All
remaining provisions of this Agreement shall then continue in full force and effect. If any
provision shall be deemed invalid due to its scope or breadth, such provision shall be
deemed valid to the extent of the scope and breadth permitted by law.

H. Modification.
Except as otherwise provided in this document, this agreement may be modified,
superseded, or voided only upon the written and signed agreement of the Parties. Further,
the physical destruction or loss of this document shall not be construed as a modification
or termination of the agreement contained herein.

I. Exclusive Jurisdiction for Suit in Case of Breach.


Any cause of action arising from this agreement can only be filed before any proper court
of Makati.

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing,


BORROWER and LENDER affix their signatures hereto.
Maria Christina E. Gaviola Legforms
3B Atty. Calleja

BORROWER LENDER

Mongkontong Leon
TIKOY & HOPIA PRODUCERS, INC. Richard Bank

By: Soren Mongkontong By: Richard Leon


Title: Treasurer & Attorney-in Fact Title: President
Dated: 3 April 2008 Dated: 3 April 2008

Acknowledgement

BEFORE ME, this 3rd day of April, 2008 in Makati City, Philippines, personally appeared:

      Name                                   TIN Number                          Date/Place Issued

SOREN MONGKONTONG        7612684                       April 3, 08 / Makati City


RICHARD LEON 4424656 April 3, 08/ Makati City

known to me to be the same person who executed the foregoing instrument, including the page
whereon the acknowledgments is written and acknowledged before me that the same is her free
and voluntary act and deed and that of the Corporation she represents.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal,
the day, year and place above written.

TOMMY MANAY
Notary Public for Makati City
Commission Number 876457
Until December 31, 2008
345 Morato Street, Makati City
PTR Number 987653; 01/31/08; Makati City

Doc. Number 6;
Page Number 7;
Book Number 2;
Series of 2008.

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