MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed by and

between:

GILDA ABUEL, BARDO BANDO, ELISEO MALTOS,JR.,LOVENA MEJORADA,

RENE MALTOS, ERNESTO BANDO and TEODORICO CERNA, Filipinos, of
legal ages, married and residents of Mati, San Franciso, Agusan
del Sur, all represented by GIL A. DALIGDIG, herein called the
First Party ;

- and -

J AND G MARKETING, Prosperidad, Agusan del Sur, represented

by the owner and proprietor, JESSIE L. CASTRO, herein referred to
as the Second Party;

WITNESSETH:

WHEREAS, the First Party are Small Scale Mining Permitees in

Brgy. Mati, San Francisco, Agusan del Sur namely, GILDA ABUEL,
BARDO BANDO, ELISEO MALTOS,JR.,LOVENA MEJORADA, RENE MALTOS,
ERNESTO BANDO, TEODORICO CERNA and are represented hereto by GIL
A. DALIGDIG, please see Annex “A” ;

WHEREAS, the Second Party desires to extract PYRITES MINERAL

from the area belonging to the First Party for commercial
purposes;

WHEREAS, the LESSOR has offered the area for the above-
purposes, with Quarry Permit and all documents necessary during
the Quarry Operations at the stated area ;

NOW THEREFORE, for and in consideration of the foregoing

premises and the mutual covenants and stipulations hereinafter
contained, the parties agree and bind themselves to the following
terms and conditions :

1. AREA – the First Party shall allow the Second Party

or any of its duly authorized representative to
engaged an open cut operations in extracting
PYRITES, using necessary equipments. The Second
Party is responsible for the maintenance of the
access road from the highway to the area.

2. TERM – The term of this agreement shall be for a

period of ten (10) years. Commencing on March ___,
2010 and expiring on March ____, 2020, renewable at
the option of the parties concerned.

3. PAYMENT – The Second Party shall pay the First

Party in the amount of Five Hundred Seven (P507.00)
Pesos per cubic meter of the extracted ore and the
payment shall be made upon shipment.

Deductible however to the account of the first

party, the second party shall grant an initial
 amount of One Hundred Fifty Thousand (P150,000.00)
Pesos to be given in the following scheme:

a. Seventy Five Thousand (P75,000.00)

Pesos upon signing of this agreement ;

b. The balance of Seventy Five

(P75,000.00) Pesos shall be given when
the qualified stock is ready for
shipment.

4. WARRANTY – The First Party hereby warrants the

peaceful, legal and continuous possession and
enjoyment of the area during the effectivity of
this agreement, including the Quarry Permit and all
documents necessary during the operations. The
First Party shall likewise, indemnify and hold the
Second Party free and harmless from claims, suits,
proceedings, actions and other demand of third
parties claiming title, possession or any other
interest in respect of the area or any portion
thereof and from damages arising therefrom,
including suits to declare the Agreement illegal or
unauthorized and any other ruling or judgment
rendered against the Second Party shall likewise be
shouldered by the First Party.

5. NOTICE – Any inquiry of information relative to

this contract shall always be relayed to :

FIRST PARTY: SECOND PARTY:

By :

GIL A. DALIGDIG GRACE YÑIGUEZ

Hubang, San San Francisco Mobile No.09202185898
Mobile No. 09202120233

IN WITNESS WHEREOF, the parties hereunto set their hands this

______ day of March 2010 at San Francisco, Agusan del Sur.

FIRST PARTY SECOND PARTY

by : by:

GIL A. DALIGDIG JESSIE L. CASTRO

CTC No. on CTC No. on
at at

Signed in the presence of:

___________________ ____________________

___________________ ____________________

___________________ ____________________

______________________
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF AGUSAN DEL SUR )
MUNICIPALITY OF SAN FRANCISCO)SS

ACKNOWLEDGMENT

BEFORE ME, this ___ day of March 2010 at San Francisco,

Agusan del Sur, personally appeared the above-named persons
represented to me to be the same persons who executed the
foregoing instrument, and they acknowledged to me that the same
are their free acts and deeds.

The parties and their witnesses at the left margin of each

and every page have signed this instrument consisting of 3 pages
including this page hereof.

WITNESS MY HAND AND SEAL, the day, year and place above-
mentioned.

LEON O. MONTILLA, JR.

Notary Public
Until December 31, 2010
IBP Lifetime No. 03110
PTR No. 2966815 on 1-12-10
At Agusan del Sur
Roll No. 44691

Doc. No.
Page No.
Book No. 86
Series of 2010