Telecomunicaciones

MARKETING AND DISTRIBUTOR AGREEMENT

THIS AGREEMENT (the “Agreement”) is made this 25 day of april, 2012 by and between MIBAS USA CORP., a Florida Corporation Company whose principal place of business is 15618 SW 36th Terra, Miami, Florida 33185 (“MIBAS USA”), and Qabalah Signals & NosComunicamos SRL having its registered offices at Street Santiago Ortiz nº 80 – Dpto. Nº 501A in the city ofSanta Cruz de la Sierra in Bolivia, in representation, Juan Fernando Muñoz Prieto con Pasaporte BB740599. (THE DISTRIBUTOR or QABALAH) MIBAS USA and QABALAH shall individually be reffered to as “Party” and collectivey as the “Parties”.

R E C I T A L S:

WHEREAS, MIBAS USA is in the business of selling prepaid long distance telecommunications services;

WHEREAS, MIBAS USA desires to retainthe services of the “THE DISTRIBUTOR” to act as a marketer and distributor of MIBAS USA’s services and the distributor desires to be retained by MIBAS USA to act as a marketer and distributor of MIBAS USA’s services;

NOW, THEREFORE, in consideration of the promises and covenants made herein, the sufficiency of which is hereby mutually acknowledged, MIBAS USA and “THE DISTRIBUTOR” hereby agreeas follows:

1. Obligations of MIBAS USA. MIBAS USA shall make available for marketing and sale Pinless pre-paid long distance telecommunications services currently marketed as, among other services, “International Recharges” and “Local Recharges”, as more fully described in the General Agents Manual, a copy of which is incorporated by reference in this Agreement (the “TelecommunicationsServices”). Among other methods of selling its Telecommunications Services, “THE DISTRIBUTOR” shall sell the Telecommunications Services to consumers at Payment Centers, which are store fronts that have an account with THE DISTRIBUTOR for the charging, recharging and sale of calling services to consumers. By executing this Agreement, “THE DISTRIBUTOR” acknowledgesd that it has received a copy of theGeneral Agents Manual understands the duties required.

Within one week after execution of this Agreement, MIBAS USA shall provide to “THE DISTRIBUTOR” the technical specification required to connect to MIBAS USA’s systems for the sale of Telecommunications Services.

2. Obligations of “THE DISTRIBUTOR”. “THE DISTRIBUTOR” shall market the Telecommunications Services by marketing directly toPayment Centers. “THE DISTRIBUTOR” shall identify potential payment centers to sell Telecommunications Services. “THE DISTRIBUTOR” shall connect to Payment Centers via its own system which in turn shall be connected to MIBAS USAs system for selling Telecommunication Services.



3.. Invoicing and Payments. “ THE DISTRIBUTOR” is responsible for submitting to MIBAS USA pre-paid payments for the salesthat will be made through the Payment Centers. Invoicing and payments shall be made as follows:

a. On a weekly basis, MIBAS USA shall issue to “THE DISTRIBUTOR” an invoice for all sales made through the Payment Centers.

b. MIBAS USA shall pay all Commissions within three business days after the invoice date. If any payment falls due on a federally recognized holiday, then the payment shallbe due on the next business day immediately following the holiday.

c. MIBAS USA shall pay the Commissions to the Payment Centers in balance to their’s account every week on Tuesday and Friday.

d. MIBAS USA shall pay the Commissions to “THE DISTRIBUTOR” every week on Monday by balance in “THE DISTRIBUTOR” account or payment by check / ACH (when “THE DISTRIBUTOR” handles customer’s money).4. Commission Due for Services. “THE DISTRIBUTOR” shall receive 4 % of commission of the sales made by the Payment Centers, when “THE DISTRIBUTOR” handles customer’s money.

5.Commission Due for Services. “THE DISTRIBUTOR” shall receive 2.5 % of commission of the sales made by the Payment Centers, when “MIBAS USA” handles customer’s money.

6. Representations and Warranties.

a. “ THE...