MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This memorandum of agreement is entered into by and between the following:

______________________________ a trading company, duly organized and

existing under the law of the Republic of the Philippines, with office address at
_____________________________, represented herein by its owner,
_____________________________________ hereinafter referred to as the
“SELLER”;

- and -

GOLDCHEM Enterprises, a trading company, duly organized and existing under

the law of Republic of the Philippines, with office address at Unit 108, Ben-Hur
Building, No. 258 New Molino Boulevard, Bacoor Cavite, represented herein by
its Operation Manager, FIOREL S. SAMILLANO e with postal address at
hereinafter referred to as the “BUYER”;

WITNESSETH:

WHEREAS, the SELLER has a supply of Metal Scrap (various items) of 2,500 to 3,000 metric
tons;

WHEREAS, the SELLER offers their Metal Scrap to the BUYER and the latter manifest its
interest to enter into an agreement to purchase the same and the possible roll over will be
advised after this first transaction implemented and executed and satisfaction of the BUYER;

NOW, THEREFORE, for and in consideration of the foregoing premises and the covenants,
terms and conditions hereinafter set forth, the parties agreed as follows:

1. The Buyer shall submit an ICPO indicating the volume of their intention to buy which
in this case is 2,500 to 3,000 metric tons of the said Metal Scrap;

2. The selling price of Metal Scrap (various items) is EIGHTEEN MILLION PESOS
(P18,000,000.00)

3. The BUYER shall pay through bank transfer to the account of Principal SELLER the
amount of FIFTEEN MILLION (P15,000,000.00) and THREE MILLION PESOS
(P3,000,000.00) in cash;

4. That BUYER shall make an ocular inspection before the actual transaction will
transpire. Once inspected and confirmed the stocks of the said Metal Scrap on the
same day. The BUYER shall prepare the delivery trucks for hauling;
 5. The SELLER agrees to the BUYER that once the payment through bank transfer is
verified and confirmed, the BUYER shall be allowed to haul and load the items in the
latter trucks while simultaneously paying the remaining THREE MILLION
(P3,000,000.00) in cash to the SELLER;

6. The SELLER agrees that in the event that the Metal Scrap is undersupply on the agreed
metric tons as indicated in the BUYER’s ICPO which is 2,500 -3000, the SELLER shall
pay the BUYER for every kilo’s lacking. In this case, it will be computed as follows:

__________________________

7. The BUYER shall bring his own labor personnel for the hauling and loading of the items
in the trucks and at his cost;

8. The SELLER shall shoulder the commission to the AGENTS of 5% of the total amount
purchased by the BUYER and shall be broken down as follows:

_____________________________

_____________________________

The Parties hereto agree to cooperate with each other, and execute and deliver such
other instruments and documents and take all such actions as may be necessary or desirable to
consummate the transactions contemplated in this Memorandum of Agreement

This Agreement shall take effect upon execution hereof, and shall remain valid and
binding indefinitely and anyone who violates this contract will be subject to the court proceeding.

The Parties shall not disclose or otherwise reveal directly orindirectly to a third party
any confidential information provided by one party to the other or otherwise acquired,
particularly, contract terms, fees, commissions, financial agreements and information
concerning identity of the parties, negotiators, or their agents and representatives, or
any material information relating to this transaction; nor shall they circumvent or
perform any act intended to circumvent the provisions of this agreement or any other
agreements pertaining to this transaction. Any Part who violates this agreement shall be liable
for damages and criminally.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on ____ day of
___________________, 2021 at ____________________________.

GOLDCHEM ENTERPRISES
Seller Buyer
By: By:

FIOREL SAMILLANO
Proprietor Operations Manager

- Signed in the Presence of -

_________________________________ __________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_________________________) s.s.

BEFORE ME, a Notary Public for and in _______________, this _____ day of
____________________, personally appeared the following:

Name Gov’t ID/Passport Date Issued/Validity

Celso Hinacay

Fiorel Samillano

known to me to be the same persons who executed the foregoing Memorandum of Agreement
consisting of three (3) pages including the page on which this acknowledgment is written, and
signed by the parties and their witnesses, and sealed with my notarial seal and said parties
acknowledged to me that the same is their free act and voluntary deed.

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

Doc. No. _____;

Page No._____;
Book No._____.
Series o0f 2022.