MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT (MOA) made and executed this ___ day of
_________, 2010 at Balagtas, Bulacan by and between:

CARTER FOUNDATION GROUP; ENGR. FALVIO

BAUTISTA, ET. AL.; MR. MELCHOR PINCA, ET. AL.,
MARIANO JULIAN ET. AL.; MS. VIRGINIA FLOR
BARTOLOME, ET. AL.

W I T N E S S E T H:

That the Parties above-mentioned are involved in the transaction for the sale of the
property briefly described as follows:

Location - Bulusukan, Bohol na Mangga, San Ildefonso, Bulacan

Lot Area - 1,000 hectares, more or less
Description - Raw Land
Price - P180.00/square meter
Commission - 5% = P90,000,000.00

That the Parties agree to the sharing of the five percent (5%) commission above-
mentioned in the following manner:

CARTER FOUNDATION GROUP - 2.5% = P45,000,000.00

(Buyer’s Group)

ENGR. FLAVIO BAUTISTA, ET. AL. – 1/3 of 2.5% = P15,000,000.00

(Buyer’s Negotiator)

Remaining 2/3 of 2.5% or P30,000,000.00 will be divided into 3 ways as follows:

MR. MARIANO JULIAN, ET. AL., - = P10,000,000.00

(Consolidator Group)

MR. MELCHOR PINCA, ET. AL. = P10,000,000.00

(Buyer/Seller Arranger Group)

VIRGINIA FLOR S. BARTOLOME, ET. AL. = P10,000,000.00

(Seller’s Negotiator Group) ---------------------
P 90,000,000.00
=============
 IN WITNESS WHEREOF, the Parties have hereunto set their hands this ____ day of
_____________, 2010 hereat Balagtas, Bulacan.

CTC No. Signature:

CARTER FOUNDATION
Represented By:
______________________ ___________ ____________________

ENGR. FLAVIO BAUTISTA ___________ ____________________

Memorandum of Agreement
Page 2

MARIANO JULIAN ___________ ____________________

MELCHOR PINCA ___________ ____________________

VIRGINIA FLOR S.
BARTOLOME ___________ ____________________

Signed in the presence of:

------------------------------------ ------------------------------

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

PROVINCE OF BULACAN )S.S.
MUNICIPALITY OF BALAGTAS )

IN WITNESS WHEREOF, the parties have hereunto set their hands this _____ day of
___________________ at Balagtas, Bulacan, personally appeared the parties with their
Community Tax Certificate indicated beside their names, who made known to me to be the same
persons who executed the foregoing instrument and acknowledged to me that the same is their
true act and voluntary deed and of the company represented.

WITNESS MY HAND AND SEAL.

ANTONIO R. ROQUE
Notary Public
Doc. No. Until December 31, 2010
Page No. PTR No. 1860480 01-06-10
Book No. Balagtas, Bulacan
Series of 2010 IBP No. 745178 01-06-09
Malolos City, Bulacan
Roll No. 13860 05-11-59