MEMORANDUM OF AGREEMENT

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KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT is made and entered into by and between:

AKARI LIGHTING & TECHNOLOGY CORPORATION, with office and postal address 97 Tomas Arguelles Street Corner Bayani Street Barangay Dona Imelda, Quezon City, hereinafter referred to as the CLIENT

And

IDEAMX DESIGNS, INC., with office and postal Unit 503 De Oro Bldg. 81 EDSA Ext. Mandaluyong City, Philippines, hereinafter referred to as the CONTRACTOR

WITNESSETH:

WHEREAS, that the Contractor and the Client for the consideration named herein agree as follows:

ARTICLE 1. SCOPE OF THE WORK

The specifications of this project shall be as follows, hereinafter referred to as the WORKS:

Lease of Exhibit Booth (AKARI BOOTH)

NO. OF UNIT/S

ITEM

DIMENSIONS

AKARI BOOTH 6m x 6m

6

Wooden Panels

Wood structure in roller paint finish

With space provision for display products

With sticker letter for labels

0.90m x 0.30m x 2m

1m x 0.30m x 2.6m

1.2m x 0.30m x 3.2m

1

Wooden Ceiling

Wood structure in paint finish

With space provision for lightings product

6m x 6m

1

Wooden signage

Wood structure in roller paint finish

With provision for clear acrylic backing

6

Display tables

Wood structure in roller paint finish

With provision for storage cabinet

0.80m x 0.50m x 1m

Additional:

1. All lighting shall be provided by the CLIENT.

2. Includes delivery and Set-up, Pull-out, Electrical installation.

3. CLIENT should provide ready to print file for graphics.

The CONTRACTOR shall furnish all the materials and perform all of the work as stated in the specifications under ARTICLE 1, as it pertains to work to be performed on a specific event located at the World Trade Center, Pasay City on March 11-15, 2015. This event is the WORLDBEX 2015

ARTICLE 2. TIME OF COMPLETION

A. Production will be 20-25 working days upon approval of the contract.

B. Duration of WORKS shall commence One (1) month upon receipt of Fifty (50%) percent of the Contract Price as Down Payment and Purchase Order.

C. Fabrication must be completed by March 2, 2015 so as to give ample time to the CLIENT for setting up and incorporating actual items for the said event.

D. Upon completion of the WORKS, CONTRACTOR will allow CLIENT to do product display mock-ups in the fabrication site. The CONTRACTOR shall do fixture fittings and wirings accordingly.

Time is of the essence.

ARTICLE 3. THE CONTRACT PRICE

The CLIENT shall pay the CONTRACTOR for the material and labor to be performed under the Contract the sum of PHP 200,000.00 subject to additions and deductions pursuant to ARTICLE 5 of this memorandum and the pertinent provisions mentioned therein. Price does not include CONTRACTORS management fee if charged by the organizer. Price does not include 12% VAT.

ARTICLE 4. PROGRESS PAYMENTS

A. Payments of the Contract price shall be paid in the manner following:

Check must be payable to: Ideamax Designs Inc.

B. Fifty (50%) percent down payment upon confirmation of this Contract.

C. Another Twenty (20%) percent upon warehouse mock-up.

D. The subsequent Twenty (20%) percent upon completion of the set-up.

E. The final Ten (10%) percent upon One (1) week after the Egress.

F. Order Confirmation:

Only Orders with the corresponding down payment shall be considered as a firm order, and the date of the bank clearance of check payment (except for legal tender), shall be the reckoning date for delivery and installation.

G. Any additional order on site shall be charged accordingly.

H. Full payment upon complete installation at the event venue.

ARTICLE 5. GENERAL PROVISIONS

A. The WORKS shall be completed in a workmanship like manner and in compliance with all diligence required of a CONTRACTOR.

B. To the extent required by law, all work shall be performed by individuals duly licensed and authorized by law to perform said work.

C. All orders shall be in writing and signed by both CLIENT and CONTRACTOR.

D. The CONTRACTOR warrants it is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of CONTRACTOR or its employees and subcontractors.

E. Any permits or taxes required by the government in the operation of the said event shall be under the organizers account.

F. Any requirements necessary for the set-up and operation of the CONTRACTORS materials should be made known by the organizer to the CONTRACTOR for proper compliance. Any delays resulting from circumstances above shall not hold the CONTRACTOR responsible for any incident that may occur thereafter.

G. No refund nor replacement for the cancellation of orders during INGRESS period and event proper.

H. CONTRACTOR shall handle delivery, logistics, and booth installation during INGRESS at the exhibit venue on March 9, 2015, or earlier if allowed by the Worldbex organizers.

I. CONTRACTOR shall handle dismantling of booth, logistics during EGRESS on March 15, 2015. CONTRACTOR agrees to remove all debris and leave the premises in broom clean condition.

J. CONTRACTOR will be charged for Over time (O.T) Pay upon delay in the installation of the WORKS during the INGRESS proper.

K. CONTRACTOR shall return all items provided by the CLIENT for the booth.

L. Damaged items or lost items during the event/show proper will be charged accordingly to the CLIENT/organizers account.

M. Contractor shall not be liable for any delay due to circumstances beyond its control including strikes, casualty or general unavailability of materials.

ARTICLE 6. PENALTY CLAUSE

A. In case of delay in the completion of the WORKS, the CONTRACTOR shall be liable for liquidated damages at the rate of 1/10 of 1% of the contract price per day of delay.

B. In the event of breach by the CONTRACTOR or failure to comply with its respective obligations during the pendency of the WORKS, the CLIENT has the right to contract a third party subject to reimbursement from the CONTRACTOR. In connection with this, incidental damages shall be imputed against the CONTRACTOR if breach shall occur.

C. CLIENT can recover for:

(1) Stopping mid-project: cost of completion.

(2) Late completion: costs related to loss of use.

(3) Substantial performance: cost of completion, if there would be no substantial economic waste (if cost to complete does not exceed value that the extra work contributes.)

GOOD FAITH

That, in the event, conflict between the parties occurs, both parties shall exert efforts in good faith to remedy the same before any judicial action be initiated by any party.

That this instrument is written in a language known and understood by the PARTIES and hereby executed in good faith and without any mental reservation.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands in Quezon City on this ___ day of ____________ 2015.

_______________________ _______________________

CHRISTOPHER G. TIU LOUIE J. GAYOL

CEO PROJECT CONSULTANT

Akari Lighting & Technology Corp. Ideamax Designs, Inc.

T.I.N. T.I.N

Noted By:

________________________________________

EVELYN BRION-GEPTE

SALES AND MARKETING MANAGER

Ideamax Designs, Inc.

T.I.N.

SIGNED IN THE PRESENCE OF

AND ASSISTED BY COUNSEL :

_______________________ _______________________

A C K N O W L E D G M E N T

Republic of the Philippines )

) S.S.

BEFORE ME, Notary Public, for and in Quezon City, on this ____ day of __________________ 2015, personally appeared : CHRISTOPHER G. TIU and LOUIE J. GAYOL , exhibiting to me their respective T.I.N. ID card above described, issued by the Bureau of Internal Revenue, all known to me and to me known to be the same persons who executed the foregoing instrument, and acknowledged that the same is their free act and voluntary deed.

This instrument consisting of SIX (6) pages, including this whereon the acknowledgment is written, has been signed by the parties and their witnesses on each and every page thereof, and relates to a Memorandum of Agreement.

WITNESS MY HAND AND SEAL, at the place and on the date first above written.

Doc. No. _____ ;

Page No. _____ ;

Book No. _____ ;

Series of 2015.

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