SUPREMNET CALL CENTER TASKS AND OUTSOURCING CONTRACT

This is an eDIRECT MARKETING MEMORANDUM OF AGREEMENT by and between SUPREMNET SOLUTIONS (SS), a professional global realty and business brokerage firm and I.T. tasks provider to the $27 Billion FILIPINO AMERICAN Market. SS operates outbound and I.T. based call centers in USA Los Angeles, California and regional operations in the cities of Makati, University Belt/Malacanang, Valenzuela, Cebu, Baguio and Cagayan de Oro, Philippines; (hereinafter known as SS)

AND

___________________ , President/CEO/Owner/Partner of __________________________ with office based in the Philippines at _________________________ (hereinafter known as CLIENT).

SS OFFER OF ITS INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.)

WHEREAS, SS with its CALL CENTERs and US based "realtor-birddogs" sells Philippine Property Developments to Filipino Americans.

WHEREAS, SS through its eDirect Marketing program, offers solutions to the needs of PHILPRODEV CLIENT in their in-house marketing program to Filipino Americans.

WHEREAS, SS as an outsourcing company and through its ePersonal Selling activities and system conducts and sponsors Roadshows in 4 major US cities of Los Angeles, Las Vegas, San Francisco and San Diego.

WHEREAS, SS primary tasks in so far as the INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.) is concerned, involves prospecting and qualifying of Filipino American prospects, presenting the PHILPRODEV CLIENT Philippine projects, handling objections, closing and servicing; and all those necessary activities involved in the entire process of selling. SS builds a tailor made databases of Filipino American prospects segregated and organized out of SS hundreds of thousands of Filipino American prospects.

WHEREAS, SS may, if required, help launch new products and services of PHILPRODEV CLIENT via press releases and newspaper advertisements in the varied Filipino American US community newspapers; may deliver, if required, other backroom services such as campaign roadshows, exhibitions and trade fairs. SS may, if required, also does bookkeeping, preparation of income tax returns (US 1040, US 1065, US 1120) on account of PHILPRODEV CLIENT’s USA financial transactions. SS, may, if asked, even handle business and personal odd tasks the PHILPRODEV CLIENT needs to comply with US city, county and federal governments and/or Philippine local and national governments.

WHEREAS, SS offers to deliver its proprietary product known as INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.) to PHILPRODEV CLIENT.

PHILPRODEV CLIENT’S ACCEPTANCE OF THIS SS OFFER

WHEREAS, PHILPRODEV CLIENT as its main goal and desire, intends to tap the $27 B Filipino American Market. PHILIPRODEV CLIENT understands that to perform, accomplish and maintain all the marketing, office and administrative functions involving the campaign in marketing to the 3, 000,000 Filipino Americans would require lots of preparation, big investment and close attention.

WHEREAS, PHILPRODEV CLIENT, on account of his/her many other business, community and personal tasks and activities to accomplish every now and then, have realized that more time, more money and lost convenience is adversely experienced in its marketing quest to "MAKE MILLIONS SELLING TO FILIPINO AMERICANS".

WHEREAS, in view of the foregoing, PHILIPRODEV CLIENT finds it convenient, practical and expedient to PARTNER with SS in the use of INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.) and the underlying benefits brought about by such in its marketing program.

WHEREAS, on account of this deficiency PHILPRODEV CLIENT hereby accepts SS offer.

CONFIRMATION OF THIS MEMORANDUM OF AGREEMENT

WHEREAS, SS and PHILPRODEV CLIENT bound themselves into this contract under the following terms and conditions;

PHILPRODEV CLIENT agrees to avail of I.O.M.S. CallSolv____Months, as defined in ATTACHMENT A -Price Schedule and SS Pledge of Professional Service.

I.O.M.S. CallSolv___Months includes CALLING/CONTACTING/EMAILING by SS for ____hours per day, on a single/double 3-hour shift for a total of ____months. As part of I.O.M.S. CallSolv____Months. The add-on fees related to eDirect Marketing, Roadshows and ePersonal Selling are defined in ATTACHMENT A - Price Schedule and SS Pledge of Professional Service.

DEFINITION OF eDIRECT MARKETING, ROADSHOWS and ePERSONAL SELLING TASKS

eDirect Marketing involves calling/contacting/ lead generating, strategizing calls, pursuing "best-effort" management. It also involves closing and documenting of sales of PHILPRODEV CLIENT’s projects/ via the use of INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.)

Roadshows includes the delivery by SS of the necessary tasks involved in the roadshow, project presentation, exhibition and showcasing exclusively PHILPRODEV CLIENT’s projects in the major 4 US cities of Los Angeles, Las Vegas, San Francisco and San Diego.

ePersonal Selling requires the delivery by SS of the total marketing and selling activities(entire cycle of selling) consistent with PHILPRODEV CLIENT’S Filipino American marketing program.

SEREN ENGAGEMENT KIT AND DELIVERABLES REQUIRED

Within three (3) days from signing, CLIENT has to fill up SEREN ENGAGEMENT KIT (Attachment B), and submit the answers to questionnaires provided to him and provides SS those sales kits, materials, brochures, flyers, price lists and all other materials deemed significant and important for SS to do its job;

DATABASES AND SCRIPTS

PHILPRODEV CLIENT, if he so desires, may submit his own Database to augment SS databases; such database are to be used and contacted daily under the SS program, INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.). PHILPRODEV CLIENT, if he so desires, may submit, as additions to SS campaign call scripts, his own scripts for the tele CALL CENTER campaign required herein.

EMAIL BLASTING AND EFFECTIVE MARKETING CAMPAIGN MATERIALS

During the CALL CENTER prospecting and marketing campaign and particularly in the sales rally and cyber selling phase known as email blasting, PHILPRODEV CLIENT has to promptly submit those campaign and prospecting letters, brochures, flyers and URL sites that need to be sent by SS as email contents to prospects.

RR (RESULTS REPORT)

SS, at start of week ending _________ and at every week thereafter, will submit a report of accomplishments to PHILPRODEV CLIENT in a report format called RR, Results Report ATTACHMENT C. SEREN is a component of INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.). It is a unique and significant feature that reports the results of the activity - CALLING/CONTACTING/EMAILING of those databases assigned to SEREN AMBASSADORS contained in a plan called DAY ORGANIZER (Attachment D). If used by PHILPRODEV CLIENT, it helps him/her manage his/her list of prospects, suspects, raw and hot leads and indicates to him who among his/her salespersons (I.O.M.S) term here is Birddogs, dealers, office sales staff are doing their jobs properly.

SEREN reports those calls leading to FUR (Follow Up Results). FUR means results that need immediate follow-up from PHILPRODEV CLIENT. QR (Quotation Results) means that SS work extends to a sales activity nearing the closing required from PHILPRODEV CLIENT. QR lists those who are very "hot" prospects and now require PHILPRODEV CLIENTs’ final closing techniques to eventually become a successful sale. PR (Preliminary Results) are prospects who have been called many times but are finally determined as "suspects".

ROADSHOWS, EXHIBITS, TRADE FAIRS AND EXPOSITIONS

Should PHILPRODEV CLIENT requires an exclusive Roadshow for its own projects; SS may handle the overall management of such Roadshow, but at an added minimal cost. If this agreed upon, then PHILPRODEV CLIENT has to submit promptly all the materials for the booth and for the field work and other allied activities required of such Roadshow, including PowerPoint presentation.

PAYMENT

In consideration of the above services, PHILPRODEV CLIENT will pay the total amount of ______ Dollars ($_____) equivalent to __months engagement (CallSolv____). Downpayment of________($_________)upon signing of this Contract/Agreement. Then, as first monthly payment of _________ ($_________) on or before______________. The succeeding installments in the amount of ________($_______) will be paid on or before_________________. These installments can be readily checked and compared with the Attachment A - Price Schedule and SS' Pledge of Professional Services, forming part of this Agreement.

For those who are US based, make checks to SUPREMNET and deposit directly to PNB account no. 3457055365 or mail to 13285 Wingo St., Arleta, CA 91331. For those who are Phil based, make checks in favor of SUPREME LEARNING SYSTEMS and deposit directly to CITIBANK Savings account number 000203025831, or mail or hand to SS office at Suite 304 CITILAND III,V.A. Rufino corners of Esteban and Ormaza, Legaspi Village, Makati City, Phils.

BEST EFFORTS GUARANTEED

SS, as a pioneer in CALL based and I.T. enabled products, services and marketing systems to the $27 Billion Filipino American market, which owns a product known as INSTANT OFFICE MARKETING SOLUTIONS (I.O.M.S.), do hereby ensures, guarantees and warrants that it will deliver and serve, with all its best efforts, to accomplish all defined tasks herein and to meet the PHILPRODEV CLIENT’s objectives and expectations relative this agreement. As a further show of SS commitment, SS guarantees that it will undertake to execute those detailed tasks per Attachment A hereof, SS commits to call a minimum of 40 prospects daily during single shifts of 3 hours per shift(or 80, 120 in double/triple shifts).

REFUND ALLOWED

In the event that PHILPRODEV CLIENT is not satisfied with the service, it can at any time, during the duration of this contract, ask for a refund of his/her payments but only upon serving to SS a notice of refund that contains his/her reasons for canceling. In the event that PHILPRODEV CLIENT’s failed to accomplish those required of him in this contract such as early and timely replies to FURs and QRs involving SS declaration of positive and "hot" leads; loose cooperation by PHILPRODEV CLIENT towards successful closing of sale, deal or transaction involved in the eDIRECT MARKETING, ROADSHOWS and ePERSONAL SELLING activities assigned to SS, and including failure by PHILPRODEV CLIENT to deliver on time all deliverables to SS as recited here, the refund is not allowed. If the reason for cancellation is however valid, a refund check is to be mailed to the PHILPRODEV CLIENT. Service cancellation only takes effect one month after the receipt of notice of refund.

CONFIDENTIALITY

SS and PHILPRODEV CLIENT are aware that SS maintains, manages and utilizes its own, up-to-date, organized and permitted databases of telephone numbers, email addresses and other pertinent market information about those prospects who fit the profile of PHILPRODEV CLIENT’s prospects. Should PHILPRODEV CLIENT wants his/her own database to be used in the CALL CENTER, SS ensures, guarantees and warrants that it shall not share this database with any other clients of SS, or with any other person, firm and entity, be it employee, government personnel or private parties, without the explicit and written permission from PHILPRODEV CLIENT.

TRAINING AND TRANSFER OF TECHNOLOGY

Should the PHILPRODEV CLIENT wish to keep the SS own database used in the CALL CENTER campaign after the duration of this contract; or should PHILPRODEV CLIENT would wish to have a CALL CENTER of its own; or wants to hire some of SS employees, SS requires additional compensation in the amount ________ Dollars ($_________).

In consideration of the additional compensation received, SS ensures guarantees and warrants the enjoyment and use by PHILPRODEV CLIENT of these systems, procedures including and/or ownership of those beneficial intellectual rights on them. If training is required on account of productive and beneficial enjoyment, use and/or ownership of SS owned databases, then SS shall provide such training under a separate Training Schedule defined under a separate Contract.

COMPLAINTS AND DISPUTES

PHILPRODEV CLIENT may lodge complaints and file disputes to both US and Philippine local and national governments. SS maintains its Headquarters at 13285 Wingo St., Arleta, CA 91331, USA, while its Philippine headquarters is at Suite 307, Citiland III, VA Rufino St, corners of Esteban and Ormaza, Legaspi Village, Makati City.

Since SS is registered in both countries, PHILPRODEV CLIENT or other third parties can posts complaints directly to the US Department of Trade or the State’s agency handling such complaints implementing the provisions of the Federal and State Fair Trade Practices Act and the Department of Domestic Trade, Makati City Philippines.

PHILPRODEV CLIENT may also lodge complaints with the Philippine Ambassador’s office in Washington D.C. or in the various local Philippine consular offices located in major US cities.

Witness our principal officers’/or our individual signatures, on the date(s) beside the signature box.

FOR SUPREMNET SOLUTIONS (SS) -------- FOR CLIENT ______________________________

By : ______________________________ By : _____________________________________

Date : ____________________________ Date : ___________________________________

Witness: __________________________ Witness : _________________________________

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This space reserved for US Notary Public Acknowledgment and Consular Seal.