MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed by and

between:

GILDA ABUEL, BARDO BANDO, ELISEO MALTOS, JR., LOVENA

MEJORADA, RENE MALTOS, ERNESTO BANDO and TEODORICO CERNA,
Filipinos, of legal ages, married and residents of Mati, San
Franciso, Agusan del Sur, all represented by GIL A. DALIGDIG,
herein called the First Party ;

- and -

LEON O. MONTILLA, JR., Filipino, of legal age and a resident

of San Francisco, Agusan del Sur, herein referred to as the Second
Party;

WITNESSETH:

WHEREAS, the First Party have entered into a Memorandum of

Agreement (MOA, for brevity) with the Pacific-Rim Mining
Corporation, please see Annex “A” ;

WHEREAS, in the said MOA, the First Party stands to receive

fifty (50%) percent of the net profits as provided in paragraph 4
of the contract ;

WHEREAS, the First Party has engaged the services of the

second party as their retainer ;

NOW THEREFORE, for and in consideration of the foregoing

premises and the mutual covenants and stipulations hereinafter
contained, the parties agree and bind themselves to the following
terms and conditions :

1. The counsel will receive ten (10%) percent of the said

share of the first party from the net profits as so
provided thereof ;

2. That the remaining share of the net profits shall be

divided equally among the first party ;

3. That the share of Rene Maltos shall be divided equally

between him and Clarito Cerna ;

4. That the parties shall observe good faith and

fidelity in the performance of their respective
duties and obligation.

5. NOTICE – Any inquiry of information relative to this

contract shall always be relayed to :
 FIRST PARTY: SECOND PARTY:

By :

GIL A. DALIGDIG Atty. LEON O. MONTILLA, JR.

Hubang, San San Francisco Counsel

With our conformity:

GILDA ABUEL

BARDO BANDO

ELISEO MALTOS, JR.

LOVENIA MEJORADA

RENE MALTOS

ERNESTO BANDO

TEODORICO CERNA

IN WITNESS WHEREOF, the parties hereunto set their hands this

th
13 day of December 2010 at San Francisco, Agusan del Sur.

FIRST PARTY SECOND PARTY

by : by:

GIL A. DALIGDIG Atty. LEON O. MONTILLA, JR.

Signed in the presence of:

___________________ ____________________

SUBSCRIBED AND SWORN TO before me this 13th day of

December 2010 at San Francisco, Agusan del Sur.