MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (MOA) is made and entered into on this 1st
March 2021 concerning:

THE HEIRS OF LOPE ILUSTRE and their respective descendants, said heirs being
the children of LOPE ILUSTRE, named as:

CRISPULA D. ILUSTRE ALMAIZ (deceased)

LOPE DEJARO ILUSTRE, JR (deceased)
RODOLFO DEJARO ILUSTRE (deceased)
ROSINA R. ILUSTRE LAPATHA
LORETTA M. ILUSTRE VERDEFLOR

WHEREAS, the above heirs under this agreement are referred to as PRINCIPALS.

WHEREAS, the PRINCIPALS, being each a holder of ONE-FIFTH (1/5) only INTEREST
OR SHARE, in the properties identified and yet to be identified as owned and
acquired by LOPE ILUSTRE or where said LOPE ILUSTRE held interests pursuant to
inheritance laws, unless specifically, given up or gifted to another person or
persons, where said properties are located in the Municipality of Manapla, Negros
Occidental and are partially listed as attachment to this agreement as PROPERTIES
named SCHEDULE I.

WHEREAS, the respective family members and heirs of said PRINCIPALS, have
identified, authorized and agreed to be represented under this agreement by the
person or persons named below and described accordingly as:

For CRISPULA D. ILUSTRE ALMAIZ with her 1/5 interests or share thereof,
shall be represented by her son, ARTAGNAN ILUSTRE ALMAIZ and her
grandson, JOVAN ALMAIZ AMIHAN, on behalf of the other children and
heirs of said CRISPULA D. ILUSTRE ALMAIZ;

For LOPE D. ILUSTRE, JR with his 1/5 interests or share thereof, shall be
represented by his children, GEORGE M. ILUSTRE and NENITA ILUSTRE
CABATAS, on behalf of the other children and heirs of said LOPE D. ILUSTRE,
JR;
 For RODOLFO D. ILUSTRE with his 1/5 interests or share thereof, shall be
represented by his daughter, REGIE ROSE F. ILUSTRE, on behalf of the other
children and heirs of said RODOLFO D. ILUSTRE;

For ROSINA ILUSTRE LAPATHA with her 1/5 interests or share thereof, shall
be represented by her niece, REGIE ROSE F. ILUSTRE, on behalf of the other
children and heirs of said ROSINA ILUSTRE LAPATHA;

For LORETTA ILUSTRE VERDEFLOR with her 1/5 interests or share thereof,
shall be represented by her niece, REGIE ROSE F. ILUSTRE, on behalf of the
other children and heirs of said LORETTA ILUSTRE VERDEFLOR;

WHEREAS, the above named persons referred to under this agreement as

REPRESENTATIVES, are all of legal age, Filipinos and residents of the Province of
Negros Occidental, and have come to an agreement, as set forth below:

PURPOSE & SCOPE.

The purpose of this Memorandum of Agreement is to set forth the terms and
conditions, scope of work and responsibilities of the REPRESENTATIVES relevant
to their PROJECT known as the MANAGEMENT OF ALL LOPE ILUSTRE PROPERTIES.

The REPRESENTATIVES shall undertake the following activities under this MOA:

- to collect all incomes from the properties

- to authorize Nenita Cabatas and Jovan Amihan or their delegated person as
collectors of all income of properties
- to open a bank account under the name of Nenita Cabatas, Jovan Amihan and
Regie Ilustre
- To deposit all collections of income from properties to the said bank account
- to schedule the payment of accrued property taxes of the properties
- to pay expenses incurred in the performance of duties for the PROJECT
- to disburse emergency funds to meet and care for the needs of members of
the clan as determined and approved by the REPRESENTATIVES
- to be the only body to decide to negotiate and enter into contracts relative to
the PROJECT
- to decide on any disposal of properties decided by the REPRESENTATIVES and
as authorized by the rest of the HEIRS of the PRINCIPALS
- to engage the services of a reputable real estate broker, a lawyer, a tax
professional and such other professional real estate practitioner, if necessary,
to ensure the expeditious and smooth performance of the PROJECT
- To do and perform any and all other lawful acts and deeds necessary to
undertake the execution of the PROJECT
- to schedule regular audits of funds collected, deposited and disbursed
- to ensure the faithful, honest and reliable performance of the PROJECT
- to perform the directive and instructions of all HEIRS of the PRINCIPALS
- to reach a consensus in all decisions made and where no consensus is
reached, a vote will be cast by each representative counted based on the
percentage interest of the PRINCIPALS in the LOPE ILUSTRE PROPERTIES that
they represent. For clarity, each principal has 20% interest in the LOPE
ILUSTRE PROPERTIES.

BACKGROUND.
The REPRESENTATIVES see the benefits of this PROJECT, have a desire to pursue
the PROJECT and have determined that each brings unique expertise and
experience necessary to accomplish the objectives outlined above.

ARTAGNAN & JOVAN have unique expertise and experience in the following
areas: Knowledge and familiarity of the geographical, political and environmental
issues in the Municipality of Manapla.

GEORGE & NENITA have unique expertise and experience in the following areas:
Education, communication, time resource and promotional factors relative to the
project.

REGIE has unique expertise and experience in the following areas: Legal, business,
financial and political matters

TERMS AND CONDITIONS.

It is mutually understood and agreed by and between the REPRESENTATIVES that:
Each party takes legal and financial responsibility for their personal actions under
the MOA. Each party agrees to indemnify, defend and hold harmless the other to
the fullest extent permitted by law from and against any and all demands, claims,
actions, liabilities, losses, damages, and costs, including reasonable attorney’s
fees, arising out of or resulting from the indemnifying party’s acts or omissions
related to its participation under this Memorandum of Agreement, and each party
shall bear the proportionate cost of any damages attributable to the fault of such
party and/or their agents. It is the intention of the parties that, where fault is
determined to have been contributory, principles of comparative fault will be
applied.

This MOA may be amended from time to time by mutual agreement of the parties
in a written modification signed by all parties.

This MOA may be terminated by mutual agreement of the representative and

shall automatically terminate upon completion of all responsibilities as stated
herein, unless otherwise amended.

FUNDING; COSTS.
The REPRESENTATIVES shall each be solely responsible for any and all costs
associated with their responsibilities under this MOA.

EFFECTIVE DATE AND SIGNATURE.

This Memorandum of Agreement shall be effective upon the date of the last
representative to sign this MOA below. The parties indicate agreement with this
Memorandum of Agreement by their signatures below.

FOR CRISPULA ILUSTRE ALMAIZ:

__________________________________________ _____________________
ARTAGNAN ILUSTRE ALMAIZ, REPRESENTATIVE DATE

__________________________________________ _____________________
JOVAN ALMAIZ AMIHAN, REPRESENTATIVE DATE
FOR LOPE D. ILUSTRE, JR:

__________________________________________ _____________________
GEORGE M. ILUSTRE, REPRESENTATIVE DATE

__________________________________________ _____________________
NENITA ILUSTRE CABATAS, REPRESENTATIVE DATE

FOR RODOLFO D. ILUSTRE:

__________________________________________ _____________________
REGIE ROSE F. ILUSTRE, REPRESENTATIVE DATE

FOR ROSINA ILUSTRE LAPATHA:

__________________________________________ _____________________
REGIE ROSE F. ILUSTRE, REPRESENTATIVE DATE

FOR LORETTA ILUSTRE VERDEFLOR:

__________________________________________ _____________________
REGIE ROSE F. ILUSTRE, REPRESENTATIVE DATE