JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THIS PRESENTS BELO BEAUTY CORPORATION, a registered corporation in the Philippines, with postal address at Unit-O, 3/F, EDT Building, Jupiter Street, a!ati "it#, Philippines and as represented $# its president, %ic!i Belo and hereina&ter called as 'E()E*(+ - AND HAYDEN PARIS FRAGRANCES, INC. a registered corporation in the Philippines, with postal address at ,3- adison Street, East Fair.iew, /ue0on "it#, Philippines+ 1BELO and HAYDEN are collecti.el# re&erred to as the co2panies3 WHEREAS, HAYDEN, &ounded in -445 is a co2pan# engaged in de.eloping top o& the line per&u2es and &ragrances+ WHEREAS, BELO, &ounded in 6557, is engaged in the de.elop2ent o& an all- natural der2atological products and esta$lish2ent o& di&&erent $eaut# clinics and health# inno.ations on alternati.e wa#s o& contouring and $eauti&#ing an indi.idual+ WHEREAS, the glo$ali0ation o& the inno.ati.e de.elop2ents o& $eaut# products called &or the two co2panies to 8oint into a partnership to tap the Philippine a!e-up ar!et+ NOW, THEREFORE, &or and in consideration o& the &oregoing and the 2utual co.enants and stipulations hereina&ter set &orth, $oth co2panies ha.e agreed to do $usiness and to underta!e an# and all t#pes o& construction and de.elop2ent pro8ects in the Philippines to $e awarded to the Joint %enture su$8ect to the &ollowing ter2s and conditions9 SECTIONFORMATION AND NAME

The co2panies here$# &or2 a .enture pursuant to the laws o& the Philippines9 For all intents and purposes, the Joint %enture Entit# esta$lished here$# $e !nown as BELO-HAYDEN L!d. SECTION-" CONTRACTUAL INTENT

:n entering into this agree2ent, the co2panies here$# declare and a&&ir2 that their pri2ar# contractual intent is to pool their resources and e;pertise to underta!e 2assi.e de.elop2ents o& 2a!e-ups and $eaut# products in the Philippines and carr# on an# and all such acti.ities as 2a# $e necessar# to the $usiness o& the Joint %enture9 SECTION-# 396 BELO RESPONSIBILITIES

BELO shall initiate, loo!, negotiate and close an# $usiness transactions related to the purchase o& the natural raw products in the

Philippines or outside the countr#, related to the de.elop2ent o& the 2a!e-ups and other $eaut# products the co2pan# will de.elop9 39For an# closed deals in the countr#, BELO shall act as the $usiness ad2inistrator to handle the &ollowing $ut not li2ited to legal aspects, personnel < hu2an resources, &inance and accounting, 2aterials, liaison wor!, go.ern2ent per2its and licensing and other ad2inistrati.e wor!s9 anner o& cooperation and coordination shall $e esta$lished properl# to o$tain a s2ooth pro8ect de.elop2ent i2ple2entation9

393

SECTION-$ HAYDEN RESPONSIBILITIES =96 (B" shall pla# a 2a8or role in the &or2ulation and che2ical engineering wor!s in relation to the &or2ulation o& the new $eaut# products that shall $e introduced in the 2ar!et9 >ith cooperation &ro2 BELO, to act as the pro8ect 2anager &or the introduction o& the said new inno.ations in the countr# to co.er $ut not li2ited to 2anage2ent o& 2anpower, 2achineries, contract, cost, schedule, 2anage2ent, ?ualit#, sa&et# and en.iron2ent9 PRINCIPAL OFFICE

=9-

SECTION-%

The principal o&&ice and $usiness location &or the Joint %enture shall $e in etro anila, Philippines9 SECTION-& TERM

The ter2 o& this J%( shall $e &or an e;tenda$le period &or Fi.e 173 #ears co22encing on the date o& signing this agree2ent unless earlier ter2inated $# the pro.isions hereo&, $# applica$le laws o& the Philippines, or $# $an!ruptc#, retire2ent or withdrawal o& $oth co2panies9 SECTION-' INVESTMENT PURPOSE

Each o& the co2panies represents and warrants that their respecti.e co2pan# is ac?uiring their interest in the J%( &or their own account, &or in.est2ent, and not with a .iew to the sale or distri$ution thereo&9 SECTION-( @96 @9CAPITAL BUILD-UP

BELO shall pla# the 2a8or role o& $uilding capital &or an# and all pro8ects to the Joint %enture9 :& additional capital is re?uired to support said pro8ects, HAYDEN shall initiate the e;plorator# tal! with .arious creditors and connections in the Philippine Financing :nstitutions, to &acilitate docu2ents and in&or2ation re?uired $# the $an!1s3 and to wor! &or the appro.al o& re?uired loan9

SECTION-)

LIABILITIES OF THE COMPANIES

During the e;istence o& the J%(, neither co2panies shall $e lia$le &or an# o$ligations o& the other co2pan# created without the e;press appro.al o& $oth BELO and HAYDEN. The co2panies shall each $e responsi$le &or losses on their particular underta!ing on an# pro8ects that will $e entered into $# the J%(9 SECTION- * E+PENSES

6496 E;penses o& either part# $e&ore the &or2ation o& the Joint %enture shall $e shouldered indi.iduall# $# the parties+ 649- E;penses re?uired and related to the &or2ation o& the Joint %enture li!e processing o& per2its and licenses with concerned go.ern2ent agencies and instru2entalities shall $e &or the account o& the Joint %enture+ 6493 :n the e.ent that the Joint %enture has alread# a pro8ect, then e;penses re?uired, necessar# and related to the pro8ect shall $e &or the account o& the Joint %enture+ 649= E;penses during the pro8ect i2ple2entation, &ro2 the conceptuali0ation, to pro8ect design, engineering, licenses, per2its shall $e laid down in detail to deter2ine the speci&ic e;penses re?uired and necessar# $# either part# in charge o& said scope o& wor! in the pro8ect9 SECTIONPROFIT SHARING

1For &urther negotiation3

SECTION- "

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

Each co2panies to this J%( warrants and represents unto the other the &ollowingA 6-96 Each co2pan# has all the re?uisite power, authorit# and capa$ilit# to enter into this J%( and per&or2 its o$ligations hereunder according to the ter2s hereo&, and that each has $een authori0ed and e2powered $# its respecti.e stoc!holders and/or Board o& Directors to enter into and e;ecute this agree2ent9 6-9- The e;ecution, deli.er# and per&or2ance o& this J%( $# it do not .iolate an# pro.ision o& applica$le Philippine )aw or do not con&lict with its charter and $#-laws, and do not con&lict with, or result in a $reach or ter2ination o& an# pro.ision o& or constitute a de&ault under, or result in the creation o& an# lien, charge or encu2$rance upon an# o&

its properties or assets pursuant to an# indenture, 2ortgage, deed o& trust or other agree2ent or instru2ent $# which it or an# o& its assets and properties 2a# $e $ound9 SECTION- # JOINT VENTURE DECISIONS

(ll decisions, including, $ut not li2ited to, purchase o& assets $# the Joint %enture, an# loan or other o$ligation to $e underta!en $# the J%(, and the sale o& an# asset o& the Joint %enture, shall re?uire the appro.al o& $oth BE)O and B(CDED9 SECTION- % DISTRIBUTIONS

Distri$utions o& an# pro&its o& the Joint %enture during the ter2 o& its e;istence shall $e 2ade at such ti2es and in such a2ount as the co2panies shall agree herea&ter9 SECTION- & FISCAL YEAR AND ACCOUNTING

The 8oint .entureEs &iscal #ear shall co22ence on Januar# 6 st o& each #ear and shall end on Dece2$er 36st o& each #ear9 Full and accurate $oo!s o& account shall $e 2aintained at such place as the C,-.an/01 2a# &ro2 ti2e to ti2e designate, and shall re&lect the condition o& the $usiness and &inances o& the 8oint .enture9 Each o& the C,-.an/01 shall ha.e access to such $oo!s o& account &or the purpose o& e;a2ining the2 at an# ti2e during $usiness hours9 (t the end o& each #ear, the C,-.an/01 shall cause the accountant o& the 8oint .enture to prepare a $alance sheet setting &orth the &inancial position o& the 8oint .enture as o& the end o& that #ear and a state2ent o& operations, i9e9 inco2e and e;penses, &or that #ear9 ( cop# o& the $alance sheet and state2ent o& operations shall $e deli.ered to each o& the C,-.an/01 as soon as possi$le a&ter the end o& the &iscal #ear9 Each o& the C,-.an/01 shall $e dee2ed to ha.e wai.ed o$8ection to an# transaction or other &act disclosed in such $alance sheet and/or state2ent o& operations unless he shall ha.e noti&ied the other part# in writing o& an# o$8ection within ten 1643 da#s o& the date on which such state2ent is 2ailed9 SECTION- ' BANKING

The 8oint .enture shall 2aintain a $an! or asset 2anage2ent account or accounts in such as a 2anner in which the C,-.an/01 2a# agree, in a national $an!, state $an! or co22ercial $an!s within the Philippines9 SECTION- ( MUTUAL COOPERATION

The C,-.an/01 shall at all ti2es e;ert their $est e&&orts to pro2ote &or the co22on $ene&it o& all the success o& the Joint %enture+ Each o& the Parties ac!nowledges that at all ti2es+ the indi.idual actions o& an# part# shall re&lect the 2utual interest o& all the C,-.an/01.

SECTION- )

RELATIONSHIP BETWEEN PARTIES

The relationship o& the C,-.an/01 under and in relation to this JVA shall $e li2ited to the 2atters herein contained and nothing herein pro.ided shall $e considered or interpreted as constituting the relationship o& the C,-.an/01 or an# o& the2 as a partnership in which an# one or 2ore o& the C,-.an/01 2a# $e lia$le &or the acts or o2issions o& an# other part# or C,-.an/01, nor shall an#thing herein contained $e considered or interpreted as constituting an# part# as the general agent o& an# other part#9 SECTION-"* MODIFICATIONS

This JVA shall not $e altered, changed, supplanted or a2ended e;cept $# written instru2ent signed $# the dul# authori0ed representati.es o& the C,-.an/019 SECTION-" INTERPRETATION AND SEVERABILITY

The headings herein are &or the purpose o& con.enient re&erence onl# and shall not &or2 part o& this JVA or a&&ect the construction or interpretation hereo&9 :& an# pro.ision contained in this JVA is ine&&ecti.e, .oid a$le, illegal or unen&orcea$le or i& this JVA would, i& a particular pro.ision were not o2itted here &ro2, $e ine&&ecti.e, .oid, .oid a$le, illegal or unen&orcea$le, that pro.ision shall1without in an# wa# a&&ecting the e&&ecti.eness,.alidit#,legalit#and en&orcea$ilit# o& the re2ainder hereo&3 $e se.er a$le here &ro2 and this JVA shall $e read and construed and ta!e e&&ect &or all purposes as i& that pro.ision were not contained herein9>here used herein, the singular nu2$ershall include the plural and .ice-.ersa and an# re&erence to an# gender shal include an# other gender9 SECTION-"" E+IT PROVISIONS

:& an# o& the &ollowing e.ents occurA --96 Breach $# an# part# o& an# o& the ter2s and conditions o& this (gree2ent+ and --9- Ban!ruptc#, insol.enc# or an# proceeding analogous in nature o& e&&ect is instituted $# or against an# part#, or such part# is dissol.ed or li?uidated, whether .oluntar# or in.oluntar#, then the part# not in $reach or not in.ol.ed in the a$o.e proceedings 1the F(ggrie.ed Part#G3 shall ha.e the right to ter2inate this JVA upon &i&teen 1673 da#s written notice to the other part#9 This (ggrie.ed Part# shall then ha.e a right to de2and &or an accounting and each part# shall then settle all their respecti.e outstanding o$ligations9 Failure o& either part# at an# ti2e to re?uire per&or2ance $# the other part# o& an# pro.ision hereo& or a.ail o& the re2edies open to it shall in no wa# a&&ect the &ull right to re?uire such per&or2ance or a.ail such re2ed# an# ti2e therea&ter9 Dor shall the wai.er $# either part# o& a $reach o& an#

pro.ision hereo& $e ta!en or held to $e a wai.er o& an# succeeding $reach o& such pro.ision or as a wai.er o& the pro.ision itsel&9
SECTION-"# FURTHER ASSURANCE

The C,-.an/01 shall sign, e;ecute and deli.er all such deeds, docu2ents, instru2ents and assurances and do all acts, 2atters and things as shall $e reasona$l# necessar# or desira$le to gi.e &ull e&&ect to this JVA.
SECTION-"$ VENUE OF ACTIONS

:& an# dispute arises hereunder which cannot $e settled $# 2utual accord $etween the C,-.an/01 to such dispute, then the .enue o& an# legal action shall $e in the proper courts o& Philippines onl#9
SECTION-"% ASSIGNMENT

The BELO and the HAYDEN 2a# not sell, assign, trans&er or otherwise encu2$er or con.e# its interest in this JVA or all or an# part o& its rights and o$ligations hereunder without the appro.al o& $oth co2panies9
SECTION-"& NOTICES

(ll notices, correspondences or other writings relati.e to this JVA shall $e gi.en to the address gi.en a$o.e or to such address as 2a# $e gi.en to the other in writing and dul# recei.ed $# the latter9
SECTION-"' ALLOCATIONS OF COMMISSIONS TO AGENTS 2 BROKERS

(ll considerations to Third Parties 1(gents < Bro!ers3 such as $ene&its, &ees and co22issions to an# and all transactions in relation to the $usiness operation shall $e allocated and considered as operational e;penses which were 2utuall# agreed upon $# the C,-.an/01 in this JVA. SECTION-"( ENFORCEMENT AND CONTRACT DURATION

This JVA is .alid, en&orcea$le and e&&ecti.e &or an# and all transactions $etween Parties hereto and shall co2pl# with the )aws o& the Philippines9 The duration o& this JVA is Fi.e 173 Cears &ro2 date hereto9
SECTION-") AMENDMENTS AND SUPPLEMENTS

(ll a2end2ents to this JVA shall $e dee2ed .alid and $inding upon contracted C,-.an/01 onl# i& 2ade $# the 2utual consent in writing o& the part# and signed $# the original signatories o& $oth parties to this contract9 This contract shall $e legall# accepta$le a&ter $eing signed and sta2ped with the corporate seals $# the authori0ed representati.es o& the contracted parties with &ull corporate power .ested to the2 $# their respecti.e co2panies9 (&ter signing o& this contract, all pre.ious .er$al and / or written arrange2ent concerning the su$8ect o& this contract shall $e considered null and .oid9

Present contract is written in English language in Si; 1H3 copies9 Two 1-3 copies each &or BELO and HAYDEN to $e pro.ided+ Two 1-3 copies &or the Dotar# Pu$lic )aw#er9

SECTION-#* APPLICABLE LAWS AND DEFINITIONS This JVA shall $e go.erned $# and done according to the )aws o& the Philippines9 :n case o& di&&erent languages, onl# the English language interpretation shall go.ern this JVA. IN WITNESS THEREOF, $oth parties ha.e caused this J,/n! V0n!340 A5400-0n! to $e signed and e;ecuted $# their representati.es and ha.e here$# understood, agreed and accepted the Ter2s and "onditions so stated herein with signatures a&&i;ed $elow on the &irst date a$o.e written9

Date A B#A VICKY BELO 6666666666666666666666666 For and on Behal& o& the BELO

Date A B#A HAYDEN KHO 666666666666666666666666666 For and on Behal& o& the HAYDEN

SIGNED IN THE PRESENCE OF7 IIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIII

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES MAKATI CITY 3 S9 S9 3

BEFORE ME, personall# appeared the &ollowing personsA Na-0 CTC N,. Da!0 and P8a90 I1130d IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII

IIIIIIIIIIIIIIII IIIIIIII IIIIIIIIIIIIIIII IIIIIIII

Jnown to 2e and to 2e !nown to $e o& the sa2e persons who e;ecuted the &oregoing (gree2ent, and that the# ac!nowledged to 2e that the sa2e is their &ree and .oluntar# act and deed as well as the .oluntar# act and deed o& the entit# represented9 WITNESS MY HAND AND SEAL on date and place a$o.e written9

NOTARY PUBLIC Doc9 Do9 IIIIIIIIIIIII Page Do9 IIIIIIIIIIIII Boo! Do9 IIIIIIIIIIIII Series o& -445