MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract is made and executed this 29th day of November 2013 atMandaluyong City by and between:

AEROSTAR TRAVEL AND TOURS, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address at Unit 028B Shangri-La Plaza Mall, Edsa, Mandaluyong City, represented herein by its President for Operations, Claudia Monica Gomez, hereinafter referred to as the "Travel Agency";

- and -

WEATHERFORD ASIA PACIFIC PTE. LTD. PHILIPPINE BRANCH, a company, with office address at 5B Floor, Unit 9, Pearlbank Center, 146 Valero ST., Salcedo Village, Makati City, represented herein by its Country Manager, Vladimir Kotovskii, hereinafter referred to as the "COMPANY".

WITNESSETH:

WHEREAS, the TRAVEL AGENCY, is engaged in the business and has expertise in providing general travel agency services such as International and Local bookings, Tour Packages, Passporting, Travel Insurance, Visa Assistance and other related services;

WHEREAS, the COMPANY desires to engage the services offered by the TRAVEL AGENCY;

WHEREAS, the TRAVEL AGENCY has agreed to render such services to the COMPANY for a consideration and under the terms and conditions herein specified;

NOW, THEREFORE, for and in consideration of the above premises and of the mutual covenants hereinafter set forth, the COMPANY and TRAVEL AGENCY do hereby agree as follows:

SECTION ONE SCOPE OF THE SERVICE OF THE TRAVEL AGENCY1.1 The Travel Agency shall provide travel agency services to the Company such as booking of Domestic and International Tickets, Tour Packages, Passporting, Land Arrangements, Visa Assistance, Tours, Van/Coaster Rentals and Travel Insurance offered by the Travel Agency.1.2 The Travel Agency shall provide the Company with information concerning the travel services.1.3 The Travel Agency is acting as a mere agent for suppliers in selling travel-related services, or in accepting reservations or bookings for services that are not directly supplied by the Travel Agency (such as air and ground transportation, hotel accommodations, meals, tours, cruises, etc.). The Travel Agency, therefore, shall not be responsible for breach of contract of any intentional or careless actions or omissions on part of such suppliers, which result in any loss, damage, delay, or injury to any traveller. The Travel Agency shall not be responsible for any injuries, damages, or losses caused to any traveller in connection with terrorist activities, social or labor unrest, mechanical or construction failures or difficulties, diseases, local laws, climactic conditions, criminal acts or abnormal conditions or developments, or any other actions, omissions, or conditions outside the travel agent's control.

SECTION TWO DUTIES OF THE COMPANY2.1 The Company shall pay the Travel Agency for the agreed travel agency services after receiving the email or written confirmation from the company in the appointed time2.2 The Company shall pay the Travel Agency for the travel agency services according to its rates given.2.3 The Company shall notify the Travel Agency by fax, e-mail or call of any cancellation of booking made by client at least 2 days before the estimated date and time of departure if the booking is re-bookable or refundable or as per restriction of the ticket, policy and/or voucher.2.4 The Company shall notify the Travel Agency about any claims for refund within 2 days after the cancellation of the travel service only if the booking or service is refundable or as per restriction of airline, hotel/resort, insurance. Failure to do so will forfeit the ticket, policy and/or voucher.2.5 The Company shall provide the Travel Agency all the necessary documents concerning their cooperation.

SECTION THREEPLACE AND LOCATION

3.1 The Travel Agency shall provide the foregoing services at its office in Shangri-la Mall, Mandaluyong City.

SECTION FOURTERMS OF BOOKINGS4.1 Booking requests shall be made by sending complete Booking details of the client personally at the Travel Agencys business address, or by fax or e-mail to:E- mail: aerostarshangrila@yahoo.com or Fax No. (02)683-07234.2 All reservations are subject to availability. The Travel Agency shall send a confirmation within 48 hours of thebooking.

4.3 The Travel Agency reserves the right to cancel the booking despite a written confirmation within 48 hours without giving a reason.

SECTION FIVETERMS OF PAYMENT5.1 The Travel Agency must receive 100% of all payment within thirty (30) days after receipt by the Company of the ticket, policy, voucher or any service that the Travel Agency offered followed by the statement of account 5.2 The Travel Agency shall have the right to refuse a booking/ rebooking in case of emergencies such as calamities, accidents, earthquakes, etc.5.3 If the Travel Agency is not paid by the company with the agreed amount within the allotted period, the Travel Agency shall have the right to withhold any of the travel services obtained through the Travel Agency.5.4 The Company is obliged to pay a fine P250.00 (two hundred fifty pesos) per week added to the total agreed amount per Domestic ticket for delayed payments after 30 days5.5 The Company is obliged to pay a fine $50.00 (fifty dollars) per week added to the total agreed amount per International ticket for delayed payments after 30 days5.6 For other travel services, the Company is obliged to pay penalty of 21% (twenty one percent) per year of the total amount for delayed payments after 30 days

SECTION SIXLIABILITY AND CHARGES

6.1 The Company accepts financial responsibility for all transactions with the Travel Agency. 6.2 If the Company cancels the issued bookings and policies, the Travel Agency has to apply the following cancellation rules, penalties, fare difference as restricted by the airline, hotel, travel insurance, travel operators and tickets. 6.3 The Travel Agency can apply additional charges to the Company prior to selling the travel agency services. SECTION SEVENLIMITATION OF LIABILITY

7.1 The Travel Agency shall not be responsible for any partial or complete breach of contract caused by unforeseeable events such as fire, war, natural disaster, or any other acts of God, as well as legal actions taken by the city/country, which may have an impact on the fulfillment of the contract.7.2 If the Travel Agency is unable to fulfill its responsibilities because of the unforeseen circumstances, it shall inform the other party immediately but not later than 7 days from the moment the unforeseen circumstances has occurred. SECTION EIGHTEFFECTIVITY

8.1 This agreement comes into force on the effectivity date stated in this Agreement. 8.2 Either party can terminate this agreement by providing notice in writing to the other party at least 3 months prior.8.3 Either party can terminate this agreement with immediate effect when: 8.3.1 The other party hasnt fulfilled the duties of the agreement.8.3.2 The Company falls short of payment after 30 days, or has no means of payment or is declared bankrupt.

SECTION NINEDISTRIBUTION

9.1 Both contractual parties confirm that they have received a written copy of this agreement in English.

SECTION TENMISCELLANEOUS

10.1 Any question or issue raised by the parties on this Contract shall be settled amicably between them. Should amicable settlement not be possible, either party may resort to court action.10.2 This Contract cannot be deemed modified or amended unless such modification is in writing and signed by the party against whom enforcement of such modification is sought. 10.3 If any provision of this Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.4 This Contract shall be binding upon the respective successors, executors, administrators, representatives and assigns of the parties hereto. 10.5 The Travel Agency agrees that, in the course of performing the services hereunder, the Travel Agency and its personnel, acting on its behalf in connection with this Agreement will comply in all respects with the U.S. Foreign Corrupt Practices Act of 1977m as amended, 15 U.S.C. 78a et seq. (1997 and 2000), (the FCPA) and any other applicable anticorruption codes, laws, rules and regulations of any U.S. or non-U.S. jurisdiction. In this regard, Travel Agency agrees that neither the Travel Agency nor any of its personnel acting on its behalf in connection with this engagement will offer, pay, promise to pay or authorize the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to any Government Official (as defined under the FCPA), including officials (or anyone acting in the capacity of an official) of any governmental department, agency or instrumentality or any other person while knowing or having a reasonable belief that all or some portion of the proposed payment will be used for the purpose of influencing any act or decision of any Government Official10.6 Travel Agency agrees that, in the course of performing the services hereunder, it will immediately notify the Company of any solicitation, demand or any other request for anything of value that it receives, directly or indirectly, by or on behalf of any Government Official10.7 Notwithstanding any other provisions to the contrary, the Company may immediately terminate this engagement upon learning with reasonable certainty that the Travel Agency or any of its personnel, agents, subcontractors and other representatives acting on its behalf in connection with this Agreement have violated or caused the Company to viokate the FCPA or any other applicable anticorruption codes, laws, rules and regulations of any U.S. or non-U.S. jurisdiction

IN WITNESS WHEREOF, the parties have signed this Contract on the date and at the place above-written.

AEROSTAR TRAVEL AND TOURS, INC. Travel Agency

By:

___________________________Claudia Monica GomezPresident for Operations

and

WEATHERFORD ASIA PACIFIC PTE. LTD. PHILIPPINE BRANCHCompany

By:

___________________________NamePosition

SIGNED IN THE PRESENCE OF:

__________________________ _________________________

ACKNOWLEDGEMENT

Republic of the Philippines )City of Mandaluyong ) S.SBEFORE ME, this ___th day of _________, 2013 in the City of Mandaluyong, personally appeared the following persons:

NameI.D.Valid Until

Claudia Monica Gomez

VladinmirKotovskii

who are known to me and to me known to be the same persons who executed the foregoing instrument, and who acknowledged to me that the same is their free act and deed.

This instrument, consisting of _____ pages, including the page on which this acknowledgment is written, has been signed by Claudia Monica Gomez and Vladimir Kotovskii, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand, the day, year, and place above written.

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