Loan Agreement and Promissory Note

LOAN AGREEMENT AND PROMISSORY NOTE
THIS LOAN AGREEMENT AND PROMISSORY NOTE, is made this 6th day of
January, 2008, by INTSIK FOOD CORPORATION, a Corporation organized under
the laws of the Philippines, as represented by its Treasurer and lawful attorney-in-fact,
Joan To, (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 Cruz. 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 15 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 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
1st Floor Citibank Tower, 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:
INTSIK FOOD CORPORATION

5th Floor, Citibank Tower, Paseo de Roxas
Makati City, Philippines
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 15 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
fifteen (15) 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.
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.
BORROWER LENDER
Joan To Richard Cruz

INTSIK FOOD Corporation Richard Bank
By: Joan To By: Richard Cruz
Title: Treasurer & Attorney-in Fact Title: President
Dated: January 6, 2008 Dated: January 6, 2008
Acknowledgement
BEFORE ME, this 6th day of January, 2008 in Makati City, Philippines, personally
appeared:
Name TIN Number Date/Place Issued
JOAN TO 7777777 Jan 01, 08 / Makati City
RICHARD CRUZ 1111111 Jan 01, 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.
Ogie Fermo
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.

Loan Agreement and Promissory Note

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LOAN AGREEMENT AND PROMISSORY NOTE

ADDITIONAL LOAN TERMS

A. Loan Repayment Terms.

C. Method of Loan Payment.

INTSIK FOOD CORPORATION

If Borrower gives written notice to Lender that a different address shall be

3. Penalty for Late Payment.

5. Indemnification of Attorneys Fees and other expenses.

F. Parties that are not individuals.

I. Exclusive Jurisdiction for Suit in Case of Breach.

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the

Joan To Richard Cruz

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

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