MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This Memorandum of Agreement is entered into by and between: ROLEX

B. FAGYAN, of legal age, married, Filipino, with residence and post office address at Loakan Airport, Baguio City, Philippines, hereinafter called the FIRST PARTY; JOVEN FORONDA PISLAAN, of legal age, married, Filipino, with residence and post office address at No. 51 Purok 8, Bakakeng, Baguio City, Philippines, hereinafter called the SECOND PARTY. WITHNESSETH That the FIRST PARTY is the owner of a certain parcel of land, containing an area of FOUR THOUSAND SQUARE METERS (4000) more or less situated at Upper Camp, Ampucao, Itogon, Benguet covered and embraced by ASSESSMENT OF REAL PROPERTY (ARP) NO._____________________________________________. A copy of the Tax Declaration is hereto attached as Annex A; That the SECOND PARTY wants to conduct mining operation on the portion of the said land or one adit only and he wish to pay the rights of the FIRST PARTY in the amount of TWENTY THOUSAND (P20,000.00) Pesos upon signing of this instrument; IN WITNESS WHEREOF, I have hereunto affixed our signatures this ________ day of January 2012 at Baguio City, Philippines. ROLEX B. FAGYAN First Party CTC No. 33463965 Issued on January 11, 2012 Issued at Baguio City JOVEN FORONDA PISLAAN First Party Drivers License No. A04-08-003023 Issued at Baguio City Expires on 2013-07-21

WITNESSES: _______________________ AND _________________________

Republic of the Philippines) In the City of Baguio - - - - -) s.s. BEFORE ME THIS _______ day of January, 2012 at Baguio City, Philippines, personally appeared the above-named persons with their Drivers License and CTC Number, respectively as indicated above, known to me and to me known to be the same persons who executed the foregoing instrument and that they acknowledged to me of their own free acts and deeds. WITNESS MY HAND AND NOTARIAL SEAL.

Doc. No. _________; Page No. _________ Book No. ________; Series of 2012