Al Enhance Investment LLC

Al Enhance Tower, Cooperate office, Muscat, Oman

Tel: +971 52 182 7445| Fax: +971 52 000 1111
Email: info@enhanceinvest-llc.com
Website: www.enhanceinvest-llc.com
__________________________________________________________________________________

Memorandum of Understanding/Contract Agreement

BETWEEN

ENHANCE INVESTMENT LLC

AND

GENCONSTAR CONSTRUCTION SERVICES

This Memorandum of Understanding (MOU) is made this day

21 November 2020.

Between:

Al Enhance Investment Company, a legal entity with Business No. AP/

2016/0041 and office address at P.O. Box 1811, Postal Code 130, Azaiba,
Muscat , Sultanate of Oman, duly represented by the CEO/Chairman Mr.
Merza Abdulrsool Altawash, Hereinafter referred as "FIRST PARTY"

And

GENCONSTAR CONSTRUCTION SERVICES, a legal entity by virtue of

Philippine law, with Business No. 1360755 and office address at 0261
Calderon St., Plaridel, Misamis Occidental, Philippines, duly represented by
the CEO Mr. Dwight C. Deocampo Hereinafter referred as "SECOND
PARTY"
RECITALS
Whereas, the First Party is a Business Investment and Financial
Company who would like to give an Investment Equity finance under
the trusteeship of the Second Party for an amount of $299,000,000.00
(Two Hundred and Ninety Nine Million United State Dollar)

And

Whereas, The Second Party is an established registered business

Company

Whereas, the Second Party is willing to accept the fund and the First
Party is prepared to cooperate with the Second Party in that respect.

Now therefore, in consideration of the foregoing fact and the mutual

representations and covenant hereinafter set forth, the parties hereto
agree as follows:

ARTICLE 1:
1.1 The recitals set forth above constitute an integral part of this
agreement and considered as a fundamental condition to execute it.

ARTICLE 2: PURPOSE OF THIS AGREEMENT

2.1 The purpose of the present agreement is to define the contractual
relation between the First Party and the Second Party.

ARTICLE 3: RIGHTS GRANTED

3.1 Subject to the terms and upon the conditions set forth herein,
throughout the duration of this Agreement , the First Party hereby
accepts to make available to the second Party the Equity
Investment funds of $299,000,000.00 USD
ARTICLE 4: PURPOSE
4.1 The provision of the fund is provided by the First Party to the
Second Party, for construction development operations,
infrastructure and building a profiting venture.

The first party agrees that it does not have rights to audit the activities
of the second party.

ARTICLE 5: DUTIES OF THE FIRST PARTY

The duties of the first party, under the terms and conditions of this
Contract shall be as follows:

5.1 To make available the sum of $299,000,000.00 USD to the Second

Party , The Second Party Guarantee shares of company for a lengthy
period of time.

5.2 To arrange a meeting in (Dubai,UAE) with the Second party (

Legalization and Closure) and sign the term sheet of the investment
contract and release of funds, which shall be transferred in favour
of the second party.

APPOINTMENT/MEETING POINT: UAE

ARTICLE 6: DUTIES OF THE SECOND PARTY

The duties of the second party, under the terms and conditions of this
contract shall be as follows:

6.1 To be available for a face to face meeting with the First Party
representative for signing and proceed for release of funding.
6.2 It has been established that the investment is a clear Equity
Investment and thus entitles the First Party to no right in the Business
activities, more so the First Party is not allowed to interfere at any time
or claim any right to do so.

6.3 The Second Party agrees with the First Party to procure an
insurance bond to act as the security/collateral for the funding.

6.4 Legalization fee of $20,800 to be paid by second party to Mr.

Kareem Antares Yusuf of Antares FZE Solicitors the designated
international legal adviser of AI Enchance Investment LLC to start the
due diligence and company registration /account opening process in
Dubai to finalize the closing of the deal. BOTH PARTIES understood
that this is not an upfront payment.

ARTICLE 7: INTEREST ON TERM EQUITY

The Second party will transfer interest on the investment as follows:

7.1 The second party should transfer shares/interest of investment

payment to the corporate account of AI Enhance Investment LLC or
by any Authorized account given by the first party.

7.2 Shares on the Investment shall be transferred at the appropriate

time based on the actual number of days elapsed.

ARTICLE 8: COLLATERAL
8.1 The Equity will be secured by a SURETY BOND from reliable
insurance company, to act as the funding collateral, the premium can
be deducted from the second party Equity funds by approval of the
second party.
ARTICLE 9: MISCELLANEOUS PROVISIONS
9.1 This Agreement may be amended only by a written document
signed by both parties and by their duly authorized representatives.

9.2 This agreement can be terminated at any time by the second party
without any penalty or further obligations, provided that the Equity
Investment is fully repaid at the termination date.

9.3 In the event that this agreement is translated into any other
language, the English language version hereof shall govern.

ARTICLE 10: EVENTS OF DEFAULT

Each of the following shall constitute an event of default under this
agreement:

10.1 Reimbursements . Failure of the BOTH PARTIES to work in

accordance with regards to the application for the equity investment
purpose shall be an event to default and full refund of legalization
fee of $20,800 should be given back to the Second Party immediately

10.2 False Statements. Any warranty, representation or statement

made or furnished to lender by or on behalf of second party under this
agreement or related documents that is false or misleading in any
material respect either now or at the time made or furnished.

10.3 Insolvency. Second party insolvency, appointment of receiver for

any part of the second party’s property, any assignment for the
benefit of creditor of second party, any type of creditor work out for
second party or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against the second party.

10.4 Other Default. The Second Party is expected to arrive In Dubai for
the closure, two weeks from the Date of the agreement; failure to do
that will lead to Termination of the Equity Investment.
10.5 If any event of default shall occur, all commitments of First Party
under this agreement immediately will be terminated (including any
obligation to make Equity advances) and the remaining outstanding
balance of the Equity will become immediately due and payable, as
described in the ‘insolvency’ subsection above, in which case such
acceleration shall be automatic and not optional.

ARTICLE 11: CONFIDENTIALITY

The parties hereto agree to respect the confidential nature of
information which they receive during the term of this agreement,
including information concerning the sale, distribution, financial
statements or banks accounts information of the company or the
signature of the agreement, and they undertake to keep such
information strictly confidential during the said term and after the
termination.

ARTICLE 12: GOVERNING LAW AND JURISDICTION

All difference concerning the validity, the interpretation or the
performance of the present agreement shall be finally settled under
the rules of conciliation and arbitration of the international chamber
of commerce by a single arbitrator appointed in accordance with the
said rules.

This agreement shall in all respects be governed and construed in

accordance with the law of both countries.
For: The First Party

Yours Faithfully,

Merza Abdulrsool Altawash

CEO/Chairman
Al Enhance Investment LLC

________________________________________________________

For: The Second Party

Dwight C. Deocampo
Genconstar Construction Services