MEMORANDUM OF AGREEMENT

This AGREEMENT, made and executed at Kawit, Cavite,

Philippines, this ______________, by and among the following:

DAISY COLLEEN Y. MERCADO, of legal age, Filipino citizen, and

with postal address at __________ acting herein as Atty.-In-Fact of spouses
Juanito Merencillo, Jr and Lolita Y. Merencillo, with residence and postal
address at 1028 Culmer Drive Virginia Beach, VA 23454-6720, Yvonne de
los Santos and Rey Lennard de los Santos, residence and postal address
at United States of America and Agapito Ramirez and Grace Y. Ramirez
residence and postal address at 193 Aeroville Subd., Brgy. 40,
Cruzada,Legaspi City,Albay all of legal age, Filipino citizens, herein
referred to as the Party of the First Part;

-and-

FREDA SANCHEZ, NICOMEDES EVANGELISTA and

EVANGELINE ABAN, all of legal age, Filipino citizens and all residents of
Kawit, Cavite, herein referred to as the Parties of the Second Part;

WITNESSETH:

WHEREAS, the Parties of the First part are the registered owners of
four parcels of land (“subject properties”) with total area of 16,475 square
meters and covered by the following transfer certificates of title and with
corresponding area, to wit:

1) T-769322 with an area of 4,119 sq. ms., registered in the names

of Yvonne de los Santos and Rey Lennard de los Santos;

2) T-769323 with an area of 4,119 sq. ms., registered in the names

of Juanito Merencillo, Jr and Lolita Y. Merencillo;

3) T-769324 with an area of 4,118 sq. ms., registered in the names

of Agapito Ramirez and Grace Y. Ramirez;

4) T-769325 with an area of 4,119 sq. ms., registered in the names

of Reynaldo O. Mercado and Daisy Colleen Y. Mercado.

all situated in Brgy. Batong Dalig, Kawit, Cavite;

WHEREAS, the Party of the First Part have authorized the Parties of
the Second Part to sell the subject properties and covenant:

NOW THEREFORE, herein parties hereby agree as follows:

1. That the Parties of the Second Part shall sell the

subject properties at the agreed price of
Php6,000.00 per square meter or the equivalent of
Php98,850,000.00, Philippine Currency ;

2. The terms of payment shall be on cash basis and

shall be net of all taxes, fees and other expenses
attendant to the sale and transfer of the certificates
 of title in the name of the Vendee/s but exclusive of
broker’s fee or commission;

3. The Party of the First Part shall, upon payment by

the Vendee/s of the subject properties, cause the
release of the broker’s fee or commission
corresponding to PhP1,000.00 per sqm which is
equivalent to Php 16,475,000.00.

4. The non-payment of the broker’s fee or commission

shall give the Parties of the Second Part a cause of
action against the Party of the First Part with the
right to demand actual and compensatory damages,
attorney’s fees and costs of bringing the action in
the proper forum;

5. The actions/litigations which may arise from the

non-performance or breach of any of the terms and
conditions of this Memorandum of Agreement shall
exclusively pertain to the Regional Trial Court of
Imus City to the exclusion of all other courts of the
Philippines;

6. The terms and conditions of this Memorandum of

Agreement may be changed, modified or additional
stipulation/s may be added upon mutual agreement
in writing by the parties herein. Any supplementary
agreement shall form an integral part of this
Agreement and shall describe and specifically refer
to the particular provision of this Agreement which
is being changed, modified or superseded.

IN WITNESS WHEREOF, the parties herein have hereunto affixed

their signature this ____________________________, at Kawit, Cavite,
Philippines.

DAISY COLLEEN Y. MERCADO FREDA SANCHEZ

Party of the First Part Party of the Second Part
Valid I.D.: Valid I.D.:
Date & Place of Issue: Date & Place of Issue:

NICOMEDES EVANGELISTA EVANGELINE ABAN

Party of the Second Part Party of the Second Part
Valid I.D.: Valid I.D.:
Date & Place of Issue: Date & Place of Issue:

SIGNED IN THE PRESENCE OF:

_____________________________ _____________________________

ACKNOWLEDGEMENT

Memorandum of Agreement Page 2

REPUBLIC OF THE PHILIPPINES }
Kawit, Cavite } S.S

BEFORE ME, a Notary Public for and in the province and cities of
Cavite, this __________ personally came and appeared the above named
parties with their valid identification cards noted below their names known
to me and to me known to be the same persons who executed the foregoing
instrument (Memorandum of Agreement) consisting of three (3) pages and
signed by the parties on every page hereof and they acknowledged to me
that the same is their own free and voluntary acts and deeds.

WITNESS MY HAND AND SEAL on the date and place first above-
stated.

NOTARY PUBLIC

Memorandum of Agreement Page 3