MEMORANDUM OF AGREEMENT

This AGREEMENT is executed by and between:

The DREAMLIFE FARM SYSTEM

INCORPORATED, a domestic corporation duly organized
and existing under laws of the Republic of the Philippines with
principal office at 48 Dam Street, Paradise Subdivision, Brgy.
City Heights, General Santos City which is duly represented by
its Managing Director, MASAAKI HIDAKA, of legal age,
married, a Japanese citizen and a resident of 48 Dam Street,
Paradise Subdivision, Brgy. City Heights, General Santos City,
herein referred to as the FIRST PARTY;

-and-

The LANDOWNERS of the identified site to be used by

DREAMLIFE FARM SYSTEMS INCORPORATED located at
Brgy. Lun Masla, Malapatan, Sarangani Province also duly
represented herein by HON. MILLER B. ESPARAGOZA,
Barangay Captain of Brgy. Lun Masla, hereinafter called as the
SECOND PARTY;

hereinafter, collectively referred to as the PARTIES.

WITNESSETH:

WHEREAS, FIRST PARTY is a duly organized corporation under the

Corporation Code of the Philippines also known as Batas Pambansa Bilang
68 to lease the land, plant and produce Jathropa plantation in the
Municipality of Malapatan, Sarangani Province;

WHEREAS, the SECOND PARTY is a Barangay Captain

representing the landowners identified as a site to be used by the FIRST
PARTY;

WHEREAS, the FIRST PARTY contracted the SECOND PARTY for

the utilization of more or less ONE THOUSAND HECTARES of land to be
used in Jathropa plantation in the Municipality of Malapatan, Sarangani
Province;

WHEREAS, a Memorandum of Understanding had been signed by

and among the PARTIES on December 8, 2015 hereto attached as Annex
A;

WHEREAS, to expedite the release of funds to start the companys

operation, both parties agreed to seek intervention from the Development
Bank of the Philippines and in any other banks;

NOW, THEREFORE, for and in consideration of the foregoing, the

parties hereto, for themselves, their successors, heirs, and assigns, have
mutually agreed as follows:
1. The SECOND PARTY hereby grant and endow the FIRST PARTY
the authority to transact business dealings for and in its behalf in any
transaction that is just and equitable to ensure the continuity of production;

2. To guarantee the commitment of the PARTIES, the SECOND

PARTY is permitting or authorizing the FIRST PARTY to use their
individual land titles as collateral for the release of funds for the
Development Bank of the Philippines and any other banks. The intention of
the collateral is to determine the appraised value of the subject lands as basis
of the amount to be released as counterpart;

3. The FIRST PARTY will pay the loan amount as an establishment

of the trust and confidence given by the landowners to the former. The
payment will be made when it becomes due and demandable as being
secured by the collateral from the Development Bank of the Philippines or in
any other banks, as abovementioned;

4. This Memorandum of Agreement is a supplement to the

Memorandum of Understanding agreed and signed between and among the
PARTIES on December 8, 2015;

5. Any dispute arising out of this Memorandum of Agreement shall be

settled amicably by the PARTIES between them without the intervention by
a third party or by conciliation or mediation or any alternative way of
dispute resolution. However, a party may go to court immediately if the
parties could not agree on the mode of settling the dispute;

6. This Agreement shall take effect upon the signing of the PARTIES
and shall be enforced and binding upon the PARTIES, their successors, and
permitted assigns, unless terminated by either party by serving a written
notice to the other party. Either party may likewise terminate this
Agreement, after serving a written notice to the other party, for breach of this
Agreement or when this Agreement is rendered invalid and/or unenforceable
by law or competent authority, or when the performance under this
Agreement has been rendered impossible by force majeure or fortuitous
events;

7. The PARTIES warrant that each of them has taken all the
appropriate and necessary action to authorize the execution, delivery, and
performance of the obligations stated in this Memorandum of Agreement;

8. Should a litigation between and among the PARTIES to this

agreement arise by virtue of violation hereof, the court actions shall only and
exclusively be filed in the proper courts in Sarangani Province. The party at
fault shall pay the aggrieved party the total cost of production, attorneys
fees equivalent to 25% of the amount awarded by the court and other costs
of litigation.

IN WITNESS WHEREOF, the PARTIES hereto, through their duly

authorized representatives, have signed this Memorandum of Agreement at
the place and on the date first above written.
DREAMLIFE FARM SYSTEM INCORPORATED

By:
_________________________
Mr. MASAAKI HIDAKA
Managing Director

LANDOWNERS

Represented By:

____________________________
HON. MILLER B. ESPARAGOZA
Barangay Captain
Brgy. Lun Masla, Malapatan, Sarangani Province

SIGNED IN THE PRESENCE OF:

___________________________ ____________________________
Witness 1 Witness 2

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________________) s.s.

BEFORE ME, a Notary Public in and for the ___________, this

____day of_________2017 , personally appeared

Name I.D. Issued at/on

known to me and to me known to be the same persons who executed the

foregoing instrument and they acknowledged that the same is their own free
and voluntary act and deed.
 This Agreement, consisting of four (4) pages, including the page on
which this acknowledgment has been signed on the left margin of each and
every page thereof by the parties and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above
written.

Doc. No. _____ ;

Page No. _____ ;
Book No. _____ ;
Series of 2017