JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement to Develop is made and entered into by and between:

____________________, of legal age, Filipino, married to ____________ and a

resident of Tonga City, hereinafter to as OWNER;

-and-

_________________________, both of legal ages, Filipinos and resident of

Tongo City, hereinafter referred to as the DEVELOPER;

-WITNESSESTH-

WHEREAS, the owner is the absolute and registered owner of a parcel of land
situated at Tonga City, with total aggregate are of 2,193 sq. m. and more particularly
described as follows:

ORIGINAL CERTIFICATE OF TITLE NO. 4646

“ A parcel of land (Lot 12345, case 14 cad-12 Ext.1 situated in the

Barrio of Agho, City of Tonga, Province of Tonga, Island of Tonga.
Bounded on the W., N., AND e., ALONG LINES 1-2-3-4- BY Lot 18293
on the S. along line 4-5-6 by Lot 18689 on SW., along line 6-1 Lot
18294, all of Cebu City, containing an area of TWO THOUSAND ONE
HUNDRED NINETY THREE (2,193) SQUARE METERS, more or
less.”

WHEREAS, the OWNER after having been convicted of the capacity and
liability of the DEVELOPER in the development of prime subdivisions and the
DEVELOPER having been convinced of the sincerity of the OWNER to have his land
converted into a residential subdivision have agreed with the DEVELOPER for the
development of his land as follows;

NOW THEREFORE, for and consideration of the foregoing and of the

stipulations herein contained, the parties have agreed as follows:

1. The DEVELOPER as its own expenses shall facilitate for the survey, prepare
subdivision plans, engineering designs and such other plans in accordance
with rules and regulations or as required by LGU concerned, HLURB, Bureau
of Lands, and such other government agencies that regulate or control the
construction and development of residential subdivision.

2. The DEVELOPER shall secure and pay for all the necessary Licenses,
Development Permit plus the cost of required bond, approval from Bureau of
Lands, LGU, HLURB, and all other government agencies having authority or
residential subdivision with full cooperation by the OWNER;

3. That the DEVELOPER shall furnish at its expense all materials, equipment,
labor and services in the development of the said parcel land into our
residential subdivision and with the plans and specifications and designs
standards as approved by the HLURB;
4. That the OWNER or any of their designated representatives shall have the
rights to inspect the subdivision to determine compliance by DEVELOPER of
its developmental obligations under this Agreement;

5. That the Real Estate Tax and Capital Gain Tax expenses shall be borne
solely by the OWNER;

6. All expenses relative to the segregation and release of the individual titles of
the subdivided title shall shoulder by the DEVELOPER;

7. The DEVELOPER shall solely liable and responsible to the Government

Agencies concerned and/or to third parties for whatever violations of rules or
standards as to the development of the subdivision pending formal turn-over
to the proper government agencies of road lots and open space;

8. All development/subdivision plans be subjected to the conformity and

approval of the OWNER whose representatives shall have a right of visitation
and inspections at anytime on the subdivision site;

9. In the event either party fails to comply with terms and conditions aforestated,
the aggrieved party shall be entitled to all forms or damages and attorney’s
fees plus cost of suit or litigation fees;

10. No terms, conditions or stipulated in this agreement shall be deemed modified

or novated, unless it appears in writing and signed by both parties.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this ____

day of ___________, 2008 at Tonga City, Philippines.

________________
Owner

With my marital consent:

________________________
Wife of Owner

_______________________ and/or ________________

Developer

Signed in the Presence of:

1. ______________ 2. ______________

Republic of the Philippines)

City of Tonga ………………..)S.S.

BEFORE ME, this ______ day of ___________, 2008 at Tonga City,

Philippines, personally appeared the following persons with their respective CTC
Nos. to wit:

1. _________________________, CTC No. ______________ issued on

_____________ at ______________;
2. _________________________ CTC No. ______________ issued on
_____________ at ______________;

3. ________________________, CTC No. ______________ issued on

_____________ at ______________;

4. ____________________________, CTC No. _____________ issued

on _____________ at ______________; known to me to be the same
persons who executed the foregoing instrument and they acknowledge
to me that the same are their voluntary act and deed.