MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This MEMORANDUM OF AGREEMENT made and executed by and between:

FRANCO GABRIEL., single, of legal age, Filipino citizen, with residence and postal address at URDHI Compound, Baguio City, Philippines, hereinafter referred to as the FIRST PARTY, -andMAY FLORES, married to JOEL FLORES, of legal age, Filipino Citizen, with residence and postal address at U2 Genesis Point Village, Irisan, Baguio City, Philippines, hereinafter referred to as the SECOND PARTY;

WITNESSETH THAT:

1. The FIRST PARTY sold to herein SECOND PARTY a parcel of land with an area of ONE HUNDRED FIFTY (150) SQUARE METERS with the following description to wit:

TCT No. T-58745 A parcel of land of Lot F-3, Psd-CAR-012235, being a portion of Lot F, Psd-27232, rurban code: 131110, Barangay Pico (Now Balili), La Trinidad, Benguet, Municipality of La Trinidad, Island of Luzon. Bounded on the SW., along line 1-2 by Lot F-2 of the subdivision plan; on the NW., along line 2-3 by Lot E, Psd-27232; on the NE., along line 3-4 by PSU-235564; ob the SE., along line 4-5 by Lot 5, Psd-27232; on the SW., along line 5-6 by Alley portion of Lot 2-A-2-A, (LRC) Psd114422, on the NW., along line 6-7 by Lot F-1 and along lines 7-1 by Lot F-2, all of the subd. Plan, Beginning at the point marked 1 on the plan being S. 24 deg. 37 E., 935.59 m. from Triangulation Station SOUTHBASE La Trinidad, Benguet, to corner 1, thence: N. 35 deg. 54 W., 24.59 m. to point 3; N. 51 deg. 09 E., 54.30 m. to point 2; S. 36 deg. 15 E., 27.85 m. to point 4; S. 50 deg. 24 W., 94.79 m. to point 5; N. 35 deg. 58 W., 4.00 m. to point 6; N. 50 deg. 24 E., 19.94 m. to point 7; N. 50 deg. 24 E., 20.36 m. to point of beginning; Containing an area of ONE THOUSAND SIX HUNDRED NINETY THREE (1,693) Square Meters. All corners are PS cyl. Conc. Mons. 15 x 40 cms. Bearings: True; Date of Original Survey; November 3, 1919; Date of Subdivision Survey: September 25,2004. Executed by Engineer Rodolfo S. Maningo and was approved on December 10, 2004. 2. The parties hereby agree that the Absolute Deed of Sale regarding the sale of the above-described parcel of land shall be executed by the FIRST PARTY in favor of the SECOND PARTY with the following conditions: a. The SECOND PARTY shall pay EIGHTY PERCENT (80%) of the total purchase price of the above-described property bought amounting to

EIGHT HUNDRED FORTY THOUSAND PESOS (Php840,000.00) signing of the Deed of Sale;

upon the

b. The TWENTY PERCENT (20%) of the total purchase price, amounting to TWO HUNDRED TEN THOUSAND PESOS (Php210,000.00), which is the remaining balance shall be paid to the FIRST PARTY after issuance of the Title of the Property in the name of the SECOND PARTY;

3.

The parties hereby faithfully agree to comply with the above Conditions of this Memorandum of Agreement.

IN WITNESS WHEREOF, the parties have hereunto set their hands this 11 TH day of January 2013, in the City of Baguio, Philippines.

FRANCO GABRIEL. Vendor SIGNED IN THE PRESENCE OF:

MAY FLORES Vendee

BRIAN VASQUEZ

GLAIZA JOSE

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES } CITY OF BAGUIO } S.S. X ======================== X BEFORE ME, a Notary Public in and for the Province of Benguet, this 11TH day of January 2013,, personally appeared FRANCO GABRIEL. and MAY FLORES, who have satisfactorily proven to me their identities through BRIAN VASQUEZ, who is personally known to me and who personally knows the parties, that they are the same persons who executed and voluntarily signed the foregoing Memorandum of Agreement which they acknowledged before me as their free and voluntary acts and deeds. This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses. WITNESS MY HAND AND SEAL.

Doc. No. _57___; Page No. __12___; Book No. I ; Seriesof2013

LOVELI ANNE BACANI PUBLICO Notary Public Until December 31, 2014 PTR No. 020390/Baguio City/01-11-11 Roll of Atty. No. 9003023 IBP Lifetime Membership No. 903198 Baguio-Benguet