MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT (MOA) is made and

entered into by and between;

ROMAN CATHOLIC BISHOP OF KALOOKAN, a

corporation sole duly organized and existing under the laws of the
Philippines, with address at the Diocesan Chancery Office, San Roque
Cathedral Compound, Mabini St., Caloocan City, represented by His
Excellency, Most Rev. PABLO VIRGILIO S. DAVID, hereinafter
referred to as the “FIRST PARTY”;

-and-

NEWLIFE CREMATORIUM and COLUMBARIUM INC.,

a corporation duly organized and existing under the laws of the
Philippines, with address at Phase l¯Block 2 Lot 8, Barangay
Buenavista I, Golden Gate Business Park, City of General Trias,
Cavite, as represented by
_________________________________ pursuant to the
Secretary's Certificate attached here as Annex "A", hereinafter
referred to as the "SECOND PARTY".

WITNESSETH: That

WHEREAS, the parties herein entered into a Joint Venture of

the Crematory Building and Crematory Machine (Machine 3) and
appurtenance thereto and operated the same provide to Crematory
services. The said Lease Agreement expired last June 30, 2023.

WHEREAS, the parties have another Lease Agreement for the

Crematory facility where the Machine No. 1 and 2 are located. This
agreement will expire on ________________.

WHEREAS, the parties have agreed to come up with an

arrangement to extend the SECOND PARTY’s operation of the
Crematory Building and Crematory Machine No.3 covered by the
expired lease on a special arrangement to cover the transition of the
turnover of operations to the FIRST PARTY.

NOW, THEREFORE, for and in consideration of the

foregoing premises and the terms and conditions hereinafter set
forth, the parties hereto have agreed as follows:
a. The SECOND PARTY shall continue to operate the
Crematory services located at the Crematory Building
for a period of Two months, from July 01, 2023 to
August 31, 2023.

b. During this time, the operation and management of the

Crematory shall be undertaken in coordination with
the representatives of the First Party. The
representatives of the FIRST PARTY’s crematory
operators shall take over the actual operations of the
Crematory. The SECOND PARTY shall ensure that a
minimum of two of its employees (one staff and one
operator) shall always be on duty to support, assist,
and take over the operations, whenever necessary. The
staff of the SECOND PARTY shall be the ones in charge
of the upkeep of the chapel and surrounding areas
within this period.

c. Instead of the previously stipulated fixed rentals, the

parties agree that they will share equally in the net
profit for the operation during the stipulated period.
The SECOND PARTY shall submit a report within Ten
(10) days following the end of each month together
with the 50% share in the net profit as a form of rentals
to the FIRST PARTY. A delay or default in the
payment of the share in the rentals shall be subject to
the same rate of 14% per annum as penalty interest
pursuant to paragraph 6.4 of the Lease Agreement
dated September 07, 2018.

d. Bills, utilities, and other related expenses for the

operation of the business, during the validity of this
MOA, shall likewise be equally shared by both parties.

e. The SECOND PARTY shall allow the representatives of

the FIRST PARTY to inspect its documents and
accounting records for the transactions made within
the affected period at anytime for purposes of
monitoring and verification of the report submitted
and the rentals paid for the affected period.

f. It shall be agreed that all cremations referred by the

FIRST PARTY, the LA LOMA CATHOLIC CEMETERY
COLUMBARY and CARITAS KALOOKAN MEMORIAL
HOMES, INC shall be referred to the Crematory facility
(Machine 3) subject of this agreement.

g. At the expiration of the period stated above, the

 crematory building, crematory machine, and
appurtenance thereto related to the operations of the
business shall be automatically turned over to the First
Party, subject to inventory and audit of both parties.

If anyone or more of the provisions of this Agreement is

declared invalid or unenforceable, in any respect under any
applicable law, the validity, legality or enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired.

This Agreement may only be terminated by any of the parties for

justifiable cause. Justifiable cause means a ground for the rescission
of this contract which gravely and seriously violates the terms and
conditions thereof.

The parties agree that all court actions concerning this Agreement

shall be brought before the proper courts which has jurisdiction over
the place where the Second Party is located, as stated above, to the
exclusion of any other venue.

This Agreement shall not be amended except by virtue of written

documents duly signed by both parties in the form of an
ADDENDUM which will be attached to the original contract and shall
form part hereof, repealing any provision herein contrary to the
provisions stated in the said ADDENDUM.

IN WITNESS WHEREOF, the parties have signed this

Contract this _______ day of ______________ at the
____________________, Philippines.

ROMAN CATHOLIC BISHOP OF KALOOKAN

As Represented by:

Most Rev. PABLO VIRGILIO S. DAVID

FIRST PARTY

NEWLIFE CREMATORIUM AND COLUMBARIUM INC.

As Represented by:

________________________________
SECOND PARTY

SIGNED IN THE PRESENCE OF:

___________________ ___________________
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________ ) S.S.

BEFORE ME, a Notary Public for and in the

____________________, this ____ day of
____________________, personally appeared:

Name Competent evidence of Identity

with no.

Most Rev. PABLO VIRGILIO S. DAVID ____________________

____________________ ____________________

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

foregoing instrument and acknowledged to me that the same is their
free and voluntary act and deed of entry herein represented
consisting of Four (4) pages including this page on which this
acknowledgement is written and signed by the parties.
NOTARY PUBLIC

Doc. No. ____;

Page No. ____;
Book No.____;
Series of 2023