MEMORANDUM OF AGREEMENT

TRANSACTION CODE: GUISGUIS2PIERSTOCKPILE-FVJ-BTS-2K/TL-07AUG2010

KNOW ALL MEN BY THIS PRESENTS:

THIS MEMORANDUM OF AGREEMENT (“MOA”) MADE AND ENTERED THIS 07TH DAY
OF AUGUST 2010 BY AND BETWEEN:

FVJ-FV & J TRADING & HAULING SERVICES, WITH OFFICE ADDRESS AT 289-F
MARULAS ST., BARANGAY MARULAS, KAWIT, CAVITE, REPRESENTED HEREIN BY
FLOR A. VILLADORES, HEREINAFTER REFERRED TO AS THE FIRST PARTY.

-AND-

________________________________________, WITH MAILING ADDRESS AT

___________________________________, HEREINAFTER REFERRED TO AS THE SECOND
PARTY.

.
WITNESSETH:

WHEREAS, THE FIRST PARTY HAS CONTRACTED THE HAULING PROJECT OF

[GUIS-GUIS, ZAMBALES TO STOCKPILE AREA PIER ZAMBALES], AND
GUARANTEES THAT IT HAS IN FULL CONTROL AND/OR OWNERSHIP OF THE
NEEDED NUMBER OF DUMP TRUCKS/TRAILER TRUCKS THAT MAYBE USED IN THE
PROJECT AND THESE UNITS ARE IN GOOD RUNNING CONDITION AND READY FOR
OPERATION ON DUE NOTICE OF THE SECOND PARTY.

WHEREAS, THE SECOND PARTY HAS SUB-CONTRACTED THE HAULING PROJECT

OF THE FIRST PARTY AND HAS AGREED TO DEPLOY DUMP TRUCK UNITS AS PER
ATTACHMENTS HEREIN FOR THE USE OF THE AFORESAID HAULING PROJECT,
SUBJECT TO RENTAL ARRANGEMENTS SET FORTH HEREIN;

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE AFORESAID PREMISES,

THE PARTIES HEREIN AGREE ON THE TERMS AND CONDITIONS HEREUNDER AS
FOLLOWS:

A. BASIC TERMS AND CONDITIONS

HAULING MATERIAL: NICKEL ORE

QUARRY SITE: GUIS-GUIS, ZAMBALES

DELIVERY SITE: STOCKPILE AREA, PIER ZAMBALES

HAULING PRICE: P2,000/TRUCKLOAD DELIVERED PRICE

FREE COST TO TRUCKER: MATERIAL SOURCE

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DIESEL: BY PURCHASE ORDER (P.O.)

DISTANCE: 22 KMs MORE OR LESS

LOADING CAPACITY: 15M3 – 17M3

NUMBER OF TRIPS/DAY: 5-6 TRIPS PER DAY

PAYMENT: EVERY SATURDAY

TERM OF PAYMENT: CASH

LENGTH OF CONTRACT: ONE (1) YEAR, RENEWABLE YEARLY

REQUIRED DOCUMENTS: OR-CR XEROX, XEROX DRIVER’S LICENSE, 2X2 PHOTO 2 PCS.

CASH ADVANCE: P4,000.00 PESOS PER TRUCK ON UNLOADING AT DUMPSITE

REQUIRED: TEN WHEELER TRUCKS 15M3 TO 17M3 CAPACITY

B. LIST OF DUMP TRUCKS (SEE ATTACHMENTS)

NOTE: ALL ATTACHMENTS HEREIN FORM AN INTEGRAL PART OF THIS

AGREEMENT.

C. NON-CIRCUMVENTION & NON-DISCLOSURE & CONFIDENTIALITY

BOTH PARTIES AGREE THAT THEY WILL NOT AT ANYTIME HEREAFTER ATTEMPT
IN ANY WAY TO MAKE DIRECT OR INDIRECT CONTACT WITH ANY OF THE
PRINCIPALS OF THE PARTIES HEREIN AND ALL OTHER PARTIES INVOLVED IN THE
PROJECT, NOR SHALL THE SECOND PARTY ENTER INTO CONTRACTUAL
AGREEMENTS WITH OTHER PARTIES OF HAULING SERVICES USING THE SAME
DUMP TRUCKS SUBJECT OF THIS CONTRACT, WITHOUT THE WRITTEN CONSENT OF
THE FIRST PARTY. THIS CLAUSE SHALL REMAIN IN FULL FORCE AND EFFECT FOR
THE ENTIRE TERM OF THIS AGREEMENT.

ALL PARTIES INVOLVED HEREIN SHALL TREAT THIS AGREEMENT WITH UTMOST
CONFIDENTIALITY AND SHALL NEVER DISCLOSE IT TO ANY OTHER NON-PARTY TO
THE PROJECT.

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D. VALIDITY

THIS AGREEMENT SHALL BE EFFECTIVE IMMEDIATELY UPON SIGNING HEREOF

AND SHALL BE VALID FOR A PERIOD OF ONE YEAR, RENEWABLE YEARLY, UNLESS
TERMINATED EARLIER FOR ANY VALID REASONS.

ANY FACSIMILE OR ELECTRONIC-MAIL GENERATED COPY OF THIS DOCUMENT,

WHEN PROPERLY SIGNED AND EXECUTED BY THE PARTIES HEREIN SHALL BE
VALID AS ORIGINALS HEREOF.

IN WITNESS WHEREOF, WE HEREUNTO AFFIX OUR SIGNATURE THIS 07TH DAY OF

AUGUST 2010.

FLOR A. VILLADORES __________________________

FIRST PARTY SECOND PARTY

SIGNED IN THE PRESENCE OF:

_____________________ _________________________
BEN T. SULARTE

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07AUG2010