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, represented by GIL A. DALIGDIG, herein called the First
Party ;

- and -

MADAM GRACE, a corporation duly organized and existing under

the laws of the Republic of the Philippines, with principal office
at Maasin City, , 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, Filipino, of legal age, and a resident of Hubang, San
Francisco, Agusan del Sur, 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 that 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 ______years. Commencing on ________2010
and expiring on __________2013, renewable at the
option of the parties.

3. PAYMENT – The LESSEE shall pay the LESSOR in the

amount of P____________per cubic meter of the
extracted (ORE,___) and the payment shall be made
upon shipment.

4. WARRANTY – The First Party hereby warrants the

peaceful and continuous possession and enjoyment of
 the area during the effectivity of this agreement.
The First Party shall 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 MADAM GRACE

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

IN WITNESS WHEREOF, the parties hereunto set their hands this

______ day of _____________2010 at ____________________________.

FIRST PARTY SECOND PARTY

by : by:

GIL A. DALIGDIG MADAM GRACE

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 __________ at

___________________________, 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.

Notary Public

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