MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is made and entered into by and between:

GRAND COURIER TRANSPORT SERVICES CORPORATION (GCTSC), a bus

company duly registered under and by virtue of the laws of the Philippines with principal office
address at Grand Courier Transport Compound, E. Lopez Street, SIR, Phase 2, Sandawa,
Matina Bucana, Davao City, Davao del Sur, Region XI, Philippines, and represented herein by
JUIM NORBERTO FELIX P. MATALAM, of legal age, Filipino, and a resident of GCT
Compound, E. Lopez Street, SIR, Phase 2, Sandawa, Matina Bucana, Davao City, Davao del
Sur, Region XI, Philippines, hereinafter referred to as the “FIRST PARTY”;

-and-

DAVAO METRO SHUTTLE CORP. (DMSC), a bus company duly registered under and
by virtue of the laws of the Philippines with principal office address at Pereyras Terminal 1,
Barangay Magugpo West, Tagum City, Davao del Sur, Philippines, and represented herein by
DE CARLO L. UY, of legal age, Filipino, and a resident of Zafra Highway, Apokon, Tagum City,
Philippines, hereinafter referred to as the “SECOND PARTY”;

–Witnesseth –

WHEREAS, the FIRST PARTY is the President of GCTSC;

WHEREAS, the FIRST PARTY is also a franchise holder of Davao City to Lebak, Sultan
Kudarat with three (3) buses for the CPC No. 2000-4111 (00-12-00591) which will be assigned
to GCTSC upon completion of the transfer of stocks as will be discussed later in the instrument;

WHEREAS, the SECOND PARTY desires to join the GCTSC to operate the route
mentioned above;

WHEREAS, the FIRST PARTY hereby agrees to have the SECOND PARTY as part of
the corporation.

WHEREFORE, premises considered, the parties herein have covenanted and agreed to
the following terms and conditions, thus:

1. That the SECOND PARTY shall guarantee the FIRST PARTY of three (3) brand new
buses to replace his old units in this CPC on the following terms and conditions, to wit;

a. 20% down payment shall be borne by the FIRST PARTY;

b. 80% monthly amortization of the three (3) bus units shall be paid by the FIRST
PARTY.

2. That the FIRST PARTY hereby obliges himself and his other cooperators in the
corporation to have the following transfers of stocks:

a. JUIM NORBERTO FELIX P. MATALAM’s 670,000 shares of stock shall be

transferred to DAVAO METRO SHUTTLE CORP.;
b. JOHANNA MAE M. PINAGAYAO’s 10,000 shares of stock shall be transferred to
RUDY A. ALAG JR.;
 c. JOY N. CARONGAY’s 10,000 shares of stock shall be transferred to LADERO S.
ALBARO;
d. RODULF JIM A. MATALAM’s 10,000 shares of stock shall be transferred to DE
CARLO L. UY.

3. That the SECOND PARTY agrees to add two (2) more brand new units to the FIRST
PARTY with the same condition as item no. 1 above upon the approval of the opening of
the subject route with twelve (12) bus units;

Now therefore, premises considered, the parties shall affix their signatures as evidence
of their consent to the foregoing.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________, at

Davao City, Philippines.

GRAND COURIER TRANSPORT DAVAO METRO SHUTTLE

SERVICES CORPORATION CORPORATION
First Party Second Party
Represented by: Represented by:

_________________________________ ________________________
JUIM NORBERTO FELIX P. MATALAM DE CARLO L. UY

TIN: 196-420-070 TIN: 940-521-154

Competent proof of identity competent proof of identity

Signed in the presence of:

_____________________________ _____________________________
WITNESS 1 WITNESS 2