MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is made and entered into on this ____ day of ___________by and
between:
PARTY I. AGRI COMPONENT CORPORATION, a registered corporation with office address at National
Highway, Tagaran, Cauayan City, Isabela, represented by its President, SAMUEL B. CARIÑO; and
PARTY II. INTERNATIONAL UNIVERSAL POWER MACHINERY CORP., a registered corporation with
office address located at 163 Congressional Avenue, Bahay Toro, Quezon City, Metro Manila represented by its
President, RODOLFO H. TAMAYO.

1. PURPOSE AND SCOPE

The purpose of this Memorandum of Agreement is to set forth the terms and conditions, scope of works,
benefits of employees as well as the rules, regulations and responsibilities on the parties associated with their
collaboration on the transfer of employees from AGRI COMPONENT CORPORATION to
INTERNATIONAL UNIVERSAL POWER MACHINERY CORP.

2. BACKGROUND

A. AGRI COMPONENT CORPORATION is a diversified company having presence in a number of

businesses engaged in the conduct of trading, distributing and marketing at whole sale and retail in so
far as maybe permitted by law, all kinds of goods such as agricultural and light industrial machinery
and spare parts, commodities, wares and merchandise of every kind and description;
B. Subsequent to this, INTERNATIONAL UNIVERSAL POWER MACHINERY CORP. has
entered into the business of importation and distribution of agricultural and industrial machinery;
without engaging in investment solicitation nor investment taking activities from the public.
C. For its manpower, INTERNATIONAL UNIVERSAL POWER MACHINERY CORP. agreed to
employ as of the effective date AGRI COMPONENT CORPORATION releases from its
employment some of its employees as per terms and conditions contained on its agreement.
D. Therefore, the Parties hereto have entered into this Memorandum of Agreement.

NOW, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES the following:

3. RESPONSIBILITIES

3.01 PARTY I RESPONSIBILITIES

a. Advance notice was given to concerned employees prior to their first day at the next
assignment.
b. Orientation of the concerned employee was given including discussion with respect to their
duties and responsibilities, salaries and benefits of their new employer.
c. To transfer all the employee on the approved effective date of employment.
d. To ensure that the rights and privilege of the employees are protected when they are transferred
to PARTY II.
e. Ensure that the concerned employees shall retain all the benefits and will not result in demotion
in rank or diminution of salary, benefits and other privileges to PARTY II.
f. Ensure that the concerned employees fully understood and agreed that they will be employed
by the new company INTERNATIONAL UNIVERSAL POWER MACHINERY CORP.

3.02 PARTY II RESPONSIBILITIES

a. To employ employees from PARTY I.

b. To provide employment to the employees from the effective date with full continuity of service
as regular employees.
 c. The transfer will not break the employees’ continuity of employment, and that each employee
contract of employment continues and that the years of service that each employee had
rendered in AGRI COMPONENT CORPORATION shall be carried over to the new
company.

d. Benefits and perks of employees being enjoyed in PARTY I will likewise be enjoyed and
continued.
e. All rules and regulations as well as rights and obligations of employees in PARTY I shall
continue and applied.

4. TERMS AND CONDITIONS

It is mutually understood and agreed by and between the parties that:

a. PARTY II automatically replaces PARTY I as the employer with respect to all contracts of
employment with immediate effect before the transfer.
b. All rights and obligations between PARTY I and its employees shall continue as such between
PARTY II and the employees.
c. The transfer will not break the employees’ continuity of employment, and employee contract of
employment continues with PARTY II.
d. PARTY II is not allowed to employ the employees on terms and conditions less favorable than
those of PARTY I.
e. Each party takes each own responsibility for the actions of the transfer of employment.
f. This MOA may be amended from time to time by mutual agreement of the parties in a written
modification signed by both parties.
g. This MOA may be terminated by mutual agreement of the parties, and shall automatically
terminate upon completion of all responsibilities as stated herein, unless otherwise amended.

5. FUNDING; COST

The parties shall each be solely responsible for any and all costs associated with their responsibilities
under this MOA.

6. EFFECTIVE DATE AND SIGNATURES

This Memorandum of Agreement shall be effective upon the date of the signature of the last party of
this MOA.

[PARTY I] AGRI COMPONENT CORPORATION

____________________________ ______________
SAMUEL B. CARIÑO DATE
President

[PARTY II] INTERNATIONAL UNIVERSAL POWER MACHINERY CORP.

____________________________ ______________
RODOLFO H. TAMAYO DATE
President