CONSULTANCY AGREEMENT

THIS CONSULTANCY AGREEMENT (the "Agreement") is made and entered into this
___________ (the "Effective Date") by and between:

NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual
covenants and undertakings hereinafter set forth, the parties hereby agree as follows:

Xchain Inc., a corporation duly organized under laws of the Philippines, with
principal place of business at 905 Infinity Bldg. 10th Ave. and 26th East, Bonifacio
Global City, Taguig City, herein represented by its Co-founder and Chief Executive
Officer, MARK AGUAS, (hereinafter referred to as the “Company")

- and -

_________, a Filipino citizen, of legal age, residing at _____________ (hereafter

referred to as the "Consultant");

WITNESSETH; That :

WHEREAS, the Company provides borrowers and lenders the platform to come together
and to find support and opportunities;

WHEREAS, the Consultant has offered his services as a consultant to PAHIRAM.ME

with the representation that he/she has substantial experience as an online community manager.

WHEREAS, the Company wishes to engage the Consultant to provide the services
described herein and Consultant agrees to provide the consultancy services relating to the online
community management needs of the Company for compensation and otherwise in accordance
with the terms and conditions contained in this Agreement,

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed
to, the Company and the Consultant, intending to be legally bound, agree to the terms set forth
below.

1. TERM. This Agreement shall be effective for a period of ________, commencing on the
Effective Date, renewable upon mutual agreement of the parties, and unless sooner terminated by
either party, in accordance with Section 4 below. This Agreement may be renewed or extended
for any period as may be agreed by the parties in writing.

2. DUTIES AND SERVICES.

(a) Consultant's duties and responsibilities shall be as follows:

 i. Monitor the company’s social media accounts and offer constructive interaction
with users;
ii. Promptly respond to any query or comment on Pahiram’s Facebook page or
messenger;
iii. (Kindly add the other technical job descriptions)
(collectively, the “Duties” or “Services”).

(b) Consultant agrees that during the Term he will render __ hours per week working
managing the online community of Pahiram.me. The Consultant shall directly report to the Board
of Directors of the Company. The Company will periodically provide the Consultant with
responsibilities and deliverables for the applicable period of time. The Duties will be scheduled on
an as-needed basis.

(c) The Consultant represents and warrants to the Company that he is under no
contractual or other restrictions or obligations which are inconsistent with the execution of this
Agreement, or which will interfere with the performance of his Duties. Consultant represents and
warrants that the execution and performance of this Agreement will not violate any policies or
procedures of any other person or entity for which he performs Services concurrently with those
performed herein.

(d) In performing the Services, Consultant shall comply, to the best of his knowledge,
with all business conduct, regulatory and health and safety guidelines established by the Company
for any governmental authority with respect to the Company’s business.

3. CONSULTING FEE.

(a) For and in consideration of the consultancy and professional services to be

rendered by Consultant under this Agreement, the Company shall pay Consultant a consultancy
fee of __________ Pesos (Php ______ NET) on a monthly basis commencing from 23 October
2017, payable semi-monthly every 15th and end of the month (“Consulting Fee”). Consultant will
not be entitled to participate in any Company employee benefit schemes.

Consultant shall be solely responsible for complying with any and all her obligations under
existing tax laws, rules and regulations as a consequence of his undertakings in this Agreement.

(b) Consultant shall be entitled to prompt reimbursement for all pre-approved

expenses incurred in the performance of his Duties, upon submission and approval of written
statements and receipts in accordance with the then regular procedures of the Company.

(c) The Consultant agrees that all Services will be rendered by him as an independent
contractor and that this Agreement does not create an employer-employee relationship between
the Consultant and the Company. The Consultant shall have no right to receive any employee
benefits including, but not limited to, health and accident insurance, life insurance, sick leave
and/or vacation. Consultant agrees to pay all taxes including, self-employment taxes due in
respect of the Consulting Fee and to indemnify the Company in the event the Company is required
to pay any such taxes on behalf of the Consultant.

4. EARLY TERMINATION OF THE TERM.

 (a) If the Consultant voluntarily ceases performing his Duties, becomes physically or
mentally unable to perform his Duties, or is terminated for cause, then, in each instance, the
Consulting Fee shall cease and terminate as of such date. Any termination “For Cause” shall be
made in good faith by the Company’s Board of Directors.

(b) This Agreement may be terminated without cause by either party upon not less
than thirty (30) days prior written notice by either party to the other.

(c) Upon termination under Sections 4(a) or 4(b), neither party shall have any further
obligations under this Agreement, except for the obligations which by their terms survive this
termination as noted in Section 15 hereof. Upon termination and, in any case, upon the
Company’s request, the Consultant shall return immediately to the Company all Confidential
Information, as hereinafter defined, and copies thereof.

5. RESTRICTED ACTIVITIES. During the Term and for a period of one (1) year
thereafter, Consultant will not, directly or indirectly:

(i) solicit or request any employee of or consultant to the Company to leave

the employ of or cease consulting for the Company;

(ii) solicit or request any employee of or consultant to the Company to join the
employ of, or begin consulting for, any individual or entity that researches,
develops, markets or sells products that compete with those of the Company;

(iii) solicit or request any individual or entity that researches, develops, markets
or sells products that compete with those of the Company, to employ or retain as a
consultant any employee or consultant of the Company; or

(iv) induce or attempt to induce any supplier or vendor of the Company to

terminate or breach any written or oral agreement or understanding with the
Company.

6. PROPRIETARY RIGHTS.

(a) Definitions. For the purposes of this Article 6, the terms set forth below shall have
the following meanings:

(i) Concept and Ideas. Those concepts and ideas disclosed by the Company to
Consultant or which are first developed by Consultant during the course of the
performance of Services hereunder and which relate to the Company' present, past or
prospective business activities, services, and products, all of which shall remain the sole
and exclusive property of the Company. The Consultant shall have no publication rights
and all of the same shall belong exclusively to the Company.

(ii) Confidential Information. For the purposes of this Agreement, Confidential

Information shall mean and collectively include: all information relating to the business,
plans and/or technology of the Company including, but not limited to technical
information including inventions, methods, plans, processes, specifications, characteristics,
assays, raw data, scientific preclinical or clinical data, records, databases, formulations,
clinical protocols, equipment design, know-how, experience, and trade secrets;
 developmental, marketing, sales, customer, supplier, consulting relationship information,
operating, performance, and cost information; computer programming techniques whether
in tangible or intangible form, and all record bearing media containing or disclosing the
foregoing information and techniques including, written business plans, patents and patent
applications, grant applications, notes, and memoranda, whether in writing or presented,
stored or maintained in or by electronic, magnetic, or other means.

Notwithstanding the foregoing, the term “Confidential Information” shall not

include any information which: (a) can be demonstrated to have been in the public domain
or was publicly known or available prior to the date of the disclosure to Consultant; (b)
can be demonstrated in writing to have been rightfully in the possession of Consultant
prior to the disclosure of such information to Consultant by the Company; (c) becomes
part of the public domain or publicly known or available by publication or otherwise, not
due to any unauthorized act or omission on the part of Consultant; or (d) is supplied to
Consultant by a third party without binder of secrecy, so long as that such third party has
no obligation to the Company or any of its affiliated companies to maintain such
information in confidence.

(b) Non-Disclosure to Third Parties. Except as required by Consultant's Duties,

Consultant shall not, at any time now or in the future, directly or indirectly, use, publish,
disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third
party without the prior written consent of the Company which consent may be denied in each
instance and all of the same, together with publication rights, shall belong exclusively to the
Company.

(c) Documents, etc. All documents, diskettes, tapes, procedural manuals, guides,
specifications, plans, drawings, designs and similar materials, lists of present, past or prospective
customers, customer proposals, invitations to submit proposals, price lists and data relating to the
pricing of the Company' products and services, records, notebooks and all other materials
containing Confidential Information or information about Concepts or Ideas (including all copies
and reproductions thereof), that come into Consultant's possession or control by reason of
Consultant's performance of the relationship, whether prepared by Consultant or others: (a) are
the property of the Company, (b) will not be used by Consultant in any way other than in
connection with the performance of his Duties, (c) will not be provided or shown to any third
party by Consultant, (d) will not be removed from the Company's or Consultant’s premises
(except as Consultant's Duties require), and (e) at the termination (for whatever reason), of
Consultant's relationship with the Company, will be left with, or forthwith returned by Consultant
to the Company.

(d) Assignment. The Consultant hereby assigns and, to the extent any such
assignment cannot be made at present, hereby agrees to assign to the Company, without further
compensation, all of his right, title and interest in and to all Concepts, Ideas, and Developments.
The Consultant will execute all documents and perform all lawful acts which the Company
considers necessary or advisable to secure its rights hereunder and to carry out the intent of this
Agreement.

7. EQUITABLE RELIEF. Consultant agrees that any breach of Articles 5 and 6 above by
him would cause irreparable damage to the Company and that, in the event of such breach, the
Company shall have, in addition to any and all remedies of law, the right to an injunction, specific
performance or other equitable relief to prevent the violation or threatened violation of
Consultant's obligations hereunder.

8. WAIVER. Any waiver by the Company of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of the same or any other
provision hereof. All waivers by the Company shall be in writing.

9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or

parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest
extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision,
or part of a provision, had never been contained herein, and such provision or part reformed so
that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the
foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason
be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting
and reducing it, so as to be enforceable to the fullest extent compatible with then existing
applicable law.

10. ASSIGNMENT. The Company shall have the right to assign its rights and obligations
under this Agreement to a party which assumes the Company' obligations hereunder. Consultant
shall not have the right to assign his rights or obligations under this Agreement without the prior
written consent of the Company. This Agreement shall be binding upon and inure to the benefit of
the Consultant's heirs and legal representatives in the event of his death or disability.

11. HEADINGS. Headings and subheadings are for convenience only and shall not be
deemed to be a part of this Agreement.

12. AMENDMENTS. This Agreement may be amended or modified, in whole or in part,

only by an instrument in writing signed by all parties hereto. Any amendment, consent, decision,
waiver or other action to be made, taken or given by the Company with respect to the Agreement
shall be made, taken or given on behalf of the Company only by authority of the Company’s
Board of Directors.

13. NOTICES. Any notices or other communications required hereunder shall be in writing
and shall be deemed given when delivered in person or when mailed, by certified or registered first
class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses
specified in the preamble to this Agreement or to such other addresses of which a party shall have
notified the others in accordance with the provisions of this Section 13.

14. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed for all purposes by the laws of Philippines applicable to contracts executed and wholly
performed within such jurisdiction.

15. SURVIVAL. The provisions of Sections 5 to 9 and 15 to 16 of this Agreement shall

survive the expiration of the Term or the termination of this Agreement. This Agreement
supersedes all prior agreements, written or oral, between the Company and the Consultant
relating to the subject matter of this Agreement.
16. VENUE. All legal actions arising from or in connection with this Agreement shall be
brought exclusively in the proper courts of Quezon City.

EXECUTED, under seal, effective as of the Effective Date.

Xchain, Inc. Consultant:

Represented by:

______________________________ ______________________________
MARK AGUAS (Name)
Co-founder & Chief Executive Officer

Signed in the Presence of:

_____________________________
DIANE DIAZ
Co-founder and Chief Marketing Officer

REPUBLIC OF THE PHILIPPINES )

TAGUIG CITY ) s.s.

BEFORE ME, a Notary Public, parties personally appeared

Proof of Identity Date & Place Issued

MARK AGUAS ________________ ___________________

(Name) ________________ ___________________
DIANE DIAZ ________________ ___________________

Both known to me and to me known to be the same persons who executed the foregoing
CONSULTANCY AGREEMENT and that they acknowledged to me that the same is their free
act and deed, as well as the companies or corporations they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this ______ day of
______________ in ________________________________________, Philippines.

NOTARY PUBLIC
Book No.:
Doc. No.:
Page No.:
Series of 2017.