MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is executed by and between –

__________ of legal age, Filipino citizen and with present postal address
and residence at No. 7 P. Oliveros Street, Barangay San Roque, Antipolo City
herein-after referred to as the FIRST PARTY

AND

____________, of legal age, married, Filipino citizen and with residence at

Barangay Palingon, Calamba City, Laguna, herein-after referred to as the
SECOND PARTY

WITNESSETH

The parties herein agreed to enter into this Memorandum of Agreement,

subject to the following terms, stipulations and conditions, to wit:

1. That for the services rendered by the SECOND PARTY as

contained in the Special Power of Attorney dated ___________, the FIRST
PARTY agreed to give a certain percentage share in the royalty fees receivables
and collectibles from ____________, INC. equivalent to 10% of the total
collectible amount thereof, in check or monies;

2. That after the SECOND PARTY accomplish the task as defined in

the Special Power of Attorney dated __________, the FIRST PARTY agreed to
give the SECOND PARTY, as and in by way payment or compensation for the
services rendered, ten (10) hectares or 100,000 square meters of the 695,860
square meters as stated in the SPA herein-above mentioned;

3. That the payments of the sum of money or checks herein above

agreed upon by the parties in the preceding paragraphs shall be given to the
SECOND PARTY simultaneously upon receipt of payment made by the
___________________, INC. to the FIRST PARTY;

IN WITNESS WHEREOF, the parties have hereunto set their hands this
____________________ at Calamba City, province of Laguna.

________________________ _____________________

First Party Second Party

SENIOR ID: 0809053 TIN: 200-999-128

SIGNED IN THE PRESENCE OF

_______________________ ________________________

ID: ________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF LAGUNA ) S.S.
CITY OF CALAMBA )

BEFORE ME a Notary Public for and in the province of Laguna this

____________________ at Calamba City, Laguna personally appeared the
above-named persons with their Senior Citizen ID and TIN ID Card as herein
above written, known to me and to me known to be the same persons who
executed the foregoing instrument and acknowledged before me that the same
is their free and voluntary act and deed for the purpose therein set forth.

This instrument, denominated as Memorandum of Agreement consists

of two (2) pages, including the page on which the Acknowledgment is written,
and signed by the herein parties and their instrumental witnesses.

NOTARY PUBLIC

Doc. No. __________

Page No. __________
Book No. __________
Series of __________