MEMORANDUM OF AGREEMENT

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

JC & M CONSTRUCTION SUPPLY, a company duly registered in accordance to laws, with
Principal office at ___________________________________, represented herein by its Owner/General
Manager, MR. FERNANDO M. MAQUIRANG, hereinafter referred to as the FIRST PARTY;

And

GOLDEN EMBER B & D CORPORATION, a company duly organized and existing under
and by virtue of the laws of the Republic of the Philippines, with principal office at Block 35 Lot 18,
Reyna Elena St., Lagro Subd., Novaliches, Quezon City, represented in this act by its Chairman & Chief
Executive Officer, MR. WILFREDO R. BALBOA, hereinafter referred to as the SECOND PARTY.

W I T N E S S E T H:

WHEREAS, the FIRST PARTY is a registered permittee/owner of a quarry area situated in
Lipata, Culasi, Antique, and duly engaged in the supply and delivery of Armor Rocks, Boulders and other
kinds of aggregate materials;

WHEREAS, the FIRST PARTY offer to sell its products to the SECOND PARTY, in a
manner acceptable to both parties;

WHEREAS, the SECOND PARTY, likewise, is duly engaged in the construction and trading
particularly in the supply and delivery of aggregate products and agreed to enter into agreement with the
FIRST PARTY, to jointly serve its purchase orders;

NOW THEREFORE, for and in consideration of the above premises, the parties hereto mutually
agreed to enter into this agreement under the following Terms and Conditions:

1. That, the FIRST PARTY shall furnish the SECOND PARTY with all the pertinent
documents relative to the legitimacy of its operation;

2. That, the FIRST PARTY, offer to sell its aggregate products to the SECOND PARTY at a
Selling Price as follows:

gravel Php 600.00 per cu.m.
G-1; 3/8; & Sand 550.00 per cu.m.

3. That, said Selling Price is inclusive of all related taxes and include the its delivery FOB
vessel at the nearest port available where the vessel of the buyer can dock at the shortest
possible time;

4. That, the SECOND PARTY, has secured a Purchased Order (P.O.) from its buyer/client,
TWO TOWERS INTERNATIONAL CONSTRUCTION & SUPPLIES, INC., of 40,000
metric tons per month for three (3) consecutive years (FOB vessel); and is willing to directly
assign the said P.O. to the FIRST PARTY as well as all payments/collection or Letter of
Credit (LC) in the name of the FIRST PARTY;

5. That, ANY EXCESS PAYMENT, from the Letter of Credit and the above stated Selling
Price as quoted by the FIRST PARTY, shall be paid or returned by the FIRST PARTY to
the SECOND PARTYS Account representing the latters Profit Sharing in the transaction,
for as long as the transaction is going on; and as well as all other transaction/s that may be
entered or introduced into by the SECOND PARTYS client/buyer with the FIRST
PARTY;

6. That, the FIRST PARTY, shall furnish the SECOND PARTY with all the communications
to and from the client/buyer of the SECOND PARTY;

7. That, the PARTIES hereto, shall join-hands in the performance of their business, conduct its
business with utmost trust and confidence, and maintain cordiality and confidentialities to
protect each others interest in the transaction.

IN WITNESS WHEREOF, we have hereunto set our hands this _____ day of ___________, at
_________________, Philippines.

FIRST PARTY SECOND PARTY
JC & M CONSTRUCTION SUPLLY GOLDEN EMBER B & D CORPORATION
By: By:


FERNANDO M. MAQUIRANG WILFLREDO R. BALBOA
Owner / General Manager Chairman & Chief Executive Officer


SIGNED IN THE PRESENCE OF :


________________________________ _________________________________


BEFORE ME, Notary Public for ______________, affiant exhibiting to me, their Valid
Identifications as follows:

NAME VALID ID NO. ISSUED ON ISSUED AT

FERNANDO M. MAQUIRANG ___________________ _____________ _______________

WILFREDO R. BALBOA ___________________ _____________ _______________

known to me and to me known to be the same persons who executed this instrument, consisting of two (2)
pages including this page where this acknowledgment is written and further attest to me that the same is
their voluntary acts and deeds.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day of __________
at ___________________, Philippines.



NOTARY PUBLIC

Doc. No. _____:
Page No. _____:
Book No. _____:
Series of _____________