MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT (the “Agreement”) is made executed in Butuan

City, Philippines, this ____ day of ________ 2020 by the following entities:

MAYMAY SADABA and MARITES SADABA , both Filipino, legal age, married,
with residence address at Barangay ____________, Bayugan City, Philippines, are
co-owners of a parcel of land lot 1559, pls-225, located at Poblacion,
Bayugan, Agusan del Sur, hereinafter referred to as the “FIRST PARTY”;

-and-

VERY WELL SURVEYING SERVICES, Represented by Engr. Virgilio P.

Soliman, Filipino, legal age, married, with residence and office address at
Butuan City, Mindanao, Philippines, hereinafter referred to as the “ SECOND
PARTY”.

-WITNESSETH-

WHEREAS, the FIRST PARTY is the owner of lot 1571, Pls-225 with an area of 8.7
hectares (the “Property”) located at Poblacion, Bayugan , Agusan del Sur, more aptly
described as follows:

(Technical Description)

WHEREAS, the FIRST PARTY desires to subdivide land lot 1571, Pls-225 with an area
of 8.7 hectares located at Poblacion, Bayugan , Agusan del Sur in order to sell the
subdivided lots to prospective buyers;

WHEREAS, the SECOND PARTY is a land surveying service entity which desires to
conduct the subdivision survey of the parcel of land above mentioned and to undertake
the agency to sell the subdivided lots for an in behalf of the FIRST PARTY;

NOW THEREFORE, for and in consideration of the foregoing premises and of the
covenants, terms and conditions set forth below, the parties have agreed to undertake
this project to subdivide, develop, and sell the area, under the following terms and
conditions:
 A. SCOPE OF WORK

LAND AREA TO BE DEVELOPED : 79,234 sq.m.

ACCESS ROAD : (LENGTH =600 L.M.) to be developed and

cemented by the FIRST PARTY

CIRCULATING ROADS and CANALS : to be developed by the SECOND PARTY with

mixed gravel

SUBDIVISION SURVEY : to be executed by the SECOND PARTY

B. CONTRACT TERM

This Agreement shall be effective and enforceable upon execution for a period of THREE
(3) years, and shall be extendible for two (2) years and renewable for such period upon
mutual agreement of the parties.

C. OBLIGATION OF THE PARTIES

I. The FIRST PARTY shall:

a. Warrant that the property is not involved in any threatened or

pending dispute, case, or litigation brought before any court, tribunal,
or administrative body, and that there are no existing liens,
mortgages, adverse claim, or set-off or defense on the land or property
covered by this Agreement, in whole or in part thereof;

b. Approve the subdivision survey/plan to be made by the SECOND

PARTY upon completion of the latter’s surveying services;

c. Undertake to develop and cement the 600-linear meter access road to

the property;

d. Grant the SECOND PARTY full powers to survey, subdivide, develop,

and sell the property to prospective buyers for and in behalf of the
FIRST PARTY.

e. Grant the SECOND PARTY full powers to receive payments from the
buyers for the sale of the individual lots subdivided from the property
and to process the transfer of the ownership of the individual lots
from the FIRST PARTY to the buyers thereof;
 f. Pursuant to the two preceding clauses, the FIRST PARTY shall execute
a Special Power of Attorney to grant the SECOND PARTY authority to
sell the property or the individual lots thereof, to sign the deed of sale,
and to process the transfer of ownership of the individual lots to their
respective buyers;

g. Grant the SECOND PARTY full access to the property without any
restraint, restriction, and prohibition, and to bring in personnel,
materials, and equipment within property premises which are
necessary and incidental to the proper performance of the SECOND
PARTY’s obligations under this Agreement, with or without FIRST
PARTY’s consent;

h. Undertake to perform its obligations under this Agreement and other

pertinent laws, rules and regulations.

II. The SECOND PARTY shall:

a. Undertake to survey and subdivide the property into individual lots
and to make a subdivision survey/plan of the property;

b. Develop the circulating roads and canals with mixed gravel;

c. Pay the FIRST PARTY the amount of Five Hundred Pesos (₱500.00)
per square meter of the saleable area;

d. Sell the individual lots of the subdivided property to prospective

buyers and to authorize and receive payments therefor either in full or
by instalment;

e. Process the transfer of ownership and individual titling of the lots in

the name of the buyers thereof, such titles to be deposited to any
Bank;

f. Warrant that it is legally authorize to perform surveying services and

to sign as such in accordance with pertinent laws and rules; and

g. Undertake to faithfully develop the property and comply with his

obligations under this Agreement and pertinent laws, rules and
regulations.

D. TERMS AND MODE OF PAYMENT

I. The SECOND PARTY shall pay the FIRST PARTY the amount of FIVE
HUNDRED PESOS (₱500.00) per sq.m. of the saleable area, either in cash or
 in check. This shall be payable in full or instalment as may be further
mutually agreed by the parties;

II. The SECOND PARTY, after receiving the reservation fee amounting to TEN
THOUSAND PESOS (₱10,000.00) for each lot, shall pay the FIRST PARTY
50% of the reservation fee received and 30% of the monthly payment of the
buyers, either in cash or in check. This portion will be specifically and
exclusively used by the FIRST PARTY for the construction of access road.

E. OTHER PROVISIONS

1. All parties agree that all documents relating to this transaction and later on
executed as agreed by them are understood to carry and abide by the terms and
conditions of this agreement. Said terms and conditions shall not change for the
duration of this agreement including rollovers, extension, and additions; shall be
effective immediately upon signing of all parties; and shall remain effective [for
THREE (3) YEARS from the date of signing. This agreement shall remain in full
force and effect until completion of the transaction and shall be binding upon the
parties, their heirs and successors, assigns, agents, attorney, and all associated
parties involved in the transaction that is the subject matter of this agreement.

2. All parties confirm that all is fully empowered legally qualified and duly
authorized to execute and deliver this agreement and to be bound by its terms
and conditions. All documents and presentations under this agreement are made
with full legal and corporate responsibility.

3. INDIVIDUAL LIABILITY. All parties to this agreement agree to be individually

and separately liable and responsible for their respective liabilities and other
obligations resulting from taxes, imposts, cost and expenses and the like, paid or
to be paid, unless otherwise provided in this agreement. Parties are neither
responsible nor liable to each other or to any other third party responsible for
their individual institutional cost. Pursuant thereto, each party shall indemnify
and hold the other free and harmless from any and all claims, demands, actions,
obligations, losses, damages, injuries, liabilities, and proceedings whatsoever
made against the other party by any person by reason of the fault or negligence
of the former, its employees, agents and assigns, and against all cost and
expenses incurred with respect to such claims, demands, actions, obligations,
losses, damages, injuries, liabilities, and proceedings.

4. CONFIDENTIALITY. This agreement shall be kept confidential and is not to be

reproduced in any manner whatever except on a need to know basis. Except as
may be otherwise stated in this Agreement or as required by law, the parties
shall obtain the written consent of the other party before this Agreement or the
relationship described herein is published in any publication, media, or
marketing material. Further, this agreement and related information shall be
given only to the persons or entities directly involved with the closing of this
transaction. Any details of this agreement shall not, in a way, be disclosed to
 personnel, and workers of ALL PARTIES. Finally, the parties shall not, in
contributing to, delivering and/or promoting (or in any other way) do any act
which would or could reasonably be expected to exploit the other party or bring
it into disrepute.

5. NON CIRCUMVENTION, All of the undersigned obligations contained in this

agreement are mutual and reciprocal. It shall be binding on the parties, their
subsidiaries, agents, brokers, divisions, associates, and employees, heirs,
affiliated companies, assigns or designees. This portion of this contract is for Five
(5) Years from the date affixed above and is to be applied to any and all
transaction regardless of the corporation, individuals, buyers, and sellers who
are currently the holder of the property of the introductory party and shall
remain so for the duration of this agreement.

6. EXEMPTION FROM LIABILITY. No party shall be liable to the other party in the
event that it is unable to perform an obligation under this Agreement because of
any cause outside of its reasonable control, including acts of God, force majeure,
industrial action, default, or failure of a third party, failure of equipment,
transmission difficulties, governmental action, or interruption of services.

7. This contract establishes a relationship of mutual trust and confidence, and

each of the undersigned will stand in fiduciary relationship with the others. Any
agreement hereafter made shall be ineffective to change, modify, discharge or
effect abandonment of this agreement in whole or in part unless such agreement
is in writing and is signed by the parties whose signatures appear herein below.

8. This Agreement and the rights and obligations of the parties hereunder shall be
construed in accordance with and be governed by the laws of the Republic of the
Philippines.

Signature page follows

IN WITNESS WHEREOF, the parties hereunto affixed their signatures this _________, 2020
in ___________ City Philippines.

_______________________________
MAYMAY SADABA
First Party

_______________________________
 MARITES SADABA
First Party

_______________________________
Engr VIRGILIO P. SOLIMAN JR.
Second Party

SIGNED IN PRESENCE OF:

______________________________ ______________________________

Acknowledgment follows

Republic of the Philippines-------------)

City of _______________----------------------)S.S.

x-----------------------------------------------/

ACKNOWLEGMENT

NAME IDENTIFICATIO ISSUED ON ISSUED AT

N
Maymay Sadaba
Marites Sadaba
Engr. Virgilio P. Soliman
Before me, a Notary Public for and in ___________ City, this _________ day of
_______________ 2020, appeared the foregoing affiants who exhibited to me their
competent of identity, as follows:

known to me as the same person who executed the foregoing Agreement and
acknowledged to me that the same is their free and voluntary act and deed that of the
principals represented by them.

This agreement, consisting of seven (7) pages including this page where the
acknowledgment is written, has been signed by the parties and witnesses on each and
every page thereof and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on the date and place above written.

Doc. No. _____________

Page No. _____________
Book No. _____________
Series of 2020 _____________