MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This shall be agreement shall be entered into by:

DANILO P. BAJO, of legal age, Filipino, single and a resident of the Catalunan
Grande, Davao City, Philippines, hereinafter known as the SERVICE PROVIDER;

CESAR EDWIN DERLA, of legal age, Filipino, single and a resident of Panabo
City, Davao del Norte, known hereinafter as MARKETING AGENT;

ATTY. KENNETH L. DABI, also of legal age, Filipino, married, with office
address at Km 7, Lanang, Davao City, Philippines, hereinafter as the LEGAL
CONSULTANT, respectively;

DECLARING THAT:

WHEREAS, the SERVICE PROVIDER is a professionally-accredited customs

broker, who is engaged in private practice of customs brokerage in the Philippines,
with an office and with complete accreditation from the Bureau of Customs (BOC), the
Bureau of Internal Revenue (BIR) and from other related government agencies or
private entities;

WHEREAS, the MARKETING AGENT is a private individual with marketing or

operational access to various private persons or entities who are in need of customs
brokerage service;

WHEREAS, the CONSULTANT is a professionally-accredited lawyer, who is

engaged in the private practice of law in the Philippines, with an office and with
complete accreditation from the Supreme Court (SC) and the Integrated Bar of the
Philippines (IBP), to include those from other related agencies or entities;

WHEREFORE, the parties hereby bind themselves to pool their intellectual and
logistical resources, including their personal and/or professional offices, connections
and/or staff, to jointly venture into providing a combination of an exclusive
professional legal and customs brokerage services to a particular client, known hereto
as the Mindanao Eco Bio-fuel Development and Technology Inc. (MEBFDTI), with
address at Ecoland, Davao City and cater to its legal-customs service needs, under the
following terms and conditions:

1) The SERVICE PROVIDER and LEGAL CONSULTANT shall bind themselves to

continue their full professional accreditation and credentials as such
professionals during the term hereof, including the use of their respective
offices for purposes of delivering the services subject hereof.

2) The MARKETING AGENT shall ensure that the services herein are continuously
and exclusively being availed of by MEBFDTI for their importation and customs
brokerage needs.

3) The SERVICE PROVIDER shall ensure that the customs brokerage services
rendered in any importation transaction entered into with MEBFDTI will be
delivered to MEBFDTI.

4) The LEGAL CONSULTANT, through his legal skills and professional credentials,
shall assist the SERVICE PROVIDER and/or the MARKETING AGENT to such
point wherein all importation and customs services transacted with MEBFDTI
are promptly and smoothly delivered without any legal hassles.
 5) Any income, fee or financial benefit, particularly the brokerage fees and
processing fees that may be collected and derived out of the legal-customs
services rendered to MEBFDTI shall be accordingly shared by the parties and
divided as follows: a) SERVICE PROVIDER: 40%; b) MARKETING
AGENT: 20%; and, LEGAL CONSULTANT: 20%; total 80%. The same
percentage of shares may be applied to other income, fee or similar benefits that
may be earned from other referrals, commissions or services received from
allied services or logistics.

6) The remaining 20% share shall be constituted as part of the parties’ general
common fund. The 20% general fund shall be utilized to settle and pay
marketing or representation costs, or commissions to offices or persons who
helped in promoting the acceptance and/or the continuance of MEBFDTI
customs transactions or accounts subject to such services herein. The same
may also be divided between the contracting parties in accordance with
paragraph 5, if the circumstances may warrant.

7) All fees or expenses incurred by any party herein for any operation related or
relevant herewith shall be borne individually at his own expense, unless the
same shall have been charged to MEBFDTI or to other persons.

IN WITNESS WHEREOF, we have hereunto set our hands on August 3, 2014 at

Davao City, Philippines.

CESAR EDWIN DERLA DANILO P. BAJO KENNETH DABI

MARKETING AGENT SERVICE PROVIDER LEGAL CONSULTANT

Witnesses:

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