MEMORANDUM OF UNDERSTANDING

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into this 8 th day of November, 2019 in the City of
Butuan, Philippines, by and between:

NEW STRAND TRANSPORT, TRADING AND AUXILLARY SERVICES, INC.,

with office address at ______, Paranaque, Metro Manila, represented
in this act by JAMES G. COWPER, JR., of legal age, Filipino, married and
with the same address, hereinafter referred to as the FIRST PARTY;

And

_________________, a corporation duly organized and existing under

the laws of the Philippines with business address at ____________,
Butuan City, represented in this Act by ______________, likewise of
legal age, Filipino, hereinafter referred to as the SECOND PARTY;

WITNESSETH:

WHEREAS, FIRST PARTY has secured a purchase order for the supply of sea
sand for supply to ___________ for a contracted volume of 2,000,000 cubic meters
per year and requires suppliers to complete the delivery on some future date;

WHEREAS, SECOND PARTY is legally engaged in the business of supplying

sand and gravel from river QUARRIES and offers to supply and deliver to the FIRST
PARTY;

WHEREAS, FIRST PARTY accepts the offer of the SECOND PARTY however the
materials should be sourced out from the seabed or at the very least from the river
mouth for reclamation projects, the PARTIES agreed to cooperate and contribute
resources with the object of securing permits and clearances from the government
as well as the consent of the holder of the mining tenement (MOTHERLOAD ____)
and for the PARTIES to jointly undertake and operate independently for the purpose
of satisfying the Purchase Orders awarded to FIRST PARTY;

NOW, THEREFORE, for and in consideration of the foregoing, FIRST PARTY and
SECOND PARTY hereby agree to COOPERATE and UNDERTAKE jointly to acquire
quarrying and dredging rights in the Agusan River or any potential sites for the
purpose of supplying sea sand and river sand that FIRST PARTY have or may acquire
in the future under such terms and conditions herein agreed upon by the parties as
stipulated guidelines to govern the future contract, as follows:

1. RECITALS. In the spirit of cooperation and of advancing the mutual interests of both
 parties, both parties declare:

a. to work together, cooperate in good faith and exert honest efforts at winning
each other’s trust to achieve the purpose and intent of this agreement;

b. that as signatories in this agreement, they represent and warrant that they are
duly authorized by their respective business firm to represent, transact,
negotiate and sign for and in behalf of the business firm in their interest in this
agreement and that the necessary authorization from the business firm was
secured binding them to this agreement. Copy of the Board Resolution and
Secretary’s Certificate of the PARTIES are hereto attached as Annexes “A” and
“B”and made integral part of this agreement;

c. to treat as strictly confidential all information received or obtained as a result of

entering into or performing this Agreement;

d. that they, either in its name or in the name of another person / entity, shall not
at any time hereinafter attempt in any way to make direct or indirect contract
with any of the principal of the parties herein and all other parties involved in
the transaction but not mentioned in this contract; and

e. for the protection of the parties from cut throat competition, FIRST PARTY
designates SECOND PARTY as the exclusive supplier within the provinces of
Zamboanga del Norte and Sur, Lanao provinces, Misamis Oriental, Agusan del
Norte and Surigao del Norte, Davao del Norte and such other provinces and
Cities that PARTIES may identify in the future;

2. SCOPE OF UNDETAKING AND COOPERATION:

2.1 OBJECT: PRODUCTION of Sea and river sand materials, mixed (unscreened,
samples to be tested and verified by grab sampling) tolerable mud at 5% only
at the maximum, Buyer to approve samples before securing quarry permits;

2.1 QUANTITY: The allowable volume of sand materials should be at least TWO
MILLION (2,000,000 MT) METRIC TONS per year, however this may be
increased upon consummation of the volume by issuance of a new Purchase
Order, under the same terms and conditions agreed in this agreement, unless
amended by a written memoranda.

. 2.3 QUARRY PERMITS AND LICENSES: To be secured by SECOND PARTY in areas

as recommended, identified and designated by THE FIRST PARTY based on
material testing, which covers the following:
:
2.3.1 Environmental Impact Study, Environmental Compliance Certificate ECC;
2.3.2 Industrial or Commercial Sand and Gravel Permit (CSAG/ISAG) duly certified by
the issuing authority; 1 ISAG from MGB Region XIII and 2 CSAG from
overnor’s Office;
2.3.3 Assay Report tested only at the following laboratory testing centers:
. Department of Public Works and Highways.
 2.3.4 Dredging Permit from the DPWH (Hydrologic Study, Dredging Plan,
2.3.5 Private Port or Jetty permit (PPA)
2.3.5 Notarized Agreement between Quarry Owner, Mining Right Holder and
SECOND PARTY to effect delivery to FIRST PARTY;

4. POINT OF DELIVERY. FOB VESSEL and/ or ROYALTY

5. DELIVERY DATE.Upon issuance of all the required permits and clearances and
receipt of the pertinent Purchase Order and Notice to Proceed, immediate
operation for delivery within 12 months;

6. DELIVERY PROCEDURE. FOB Vessel

The SECOND PARTY has the option to waive its right of first refusal to be the
contractor for operation and quarrying to deliver the materials FOB vessel, and
may opt to participate on ROYALTY basis only to observe and learn from FIRST
PARTY;

THE REQUIRED INSPECTION AT THE QUARRY SITE PRIOR TO LOADING :

To prevent rejection, the FIRST PARTY shall appoint a quality control
officer to be stationed at the quarry site to Inspect and check the quality
guided by the sample provided and its assay report prior to loading to BARGES
OR VESSEL, and may impose remedial measures to improve the quality of the
materials before stockpiling, FIRST PARTY shall provide a field laboratory to
conduct tests from time to time;

. EXTRACTION AT PROJECT SITE : The following are the guidelines to be

followed

Extraction by dredging under the sole and full responsibility of the PARTY
designated as contractor to deliver and load to VESSEL under the supervision of
FIRST PARTY and or SECOND PARTY, as the case may be as provided in section
par. 1;

- SECOND PARTY shall use A-1 conditioned dredging and barging

equipment to prevent delay in the deliveries;

- Prior to start of delivery, the SECOND PARTY shall submit to the FIRST
PARTY all necessary documents of the LCT Vessel and its notarized
chartered contract for submission to the LGU, Coast Gurad and MARINA
to secure the necessary clearance prior to shipping from port of origin;

COMPUTATION OF DELIVERED MATERIALS - Both parties shall agree to hire

the services of a qualified marine surveyor to determine the actual load
of the vessel at the port of origin by way of computing the total weight of
the loaded armor rock in metric tons. The resulting computed volume in
cubic meter shall then be the basis for the computation of the payment;
 quantity and quality as approved and marked at the port of origin shall
be final for the parties for purpose of payment.

Total Payment shall be equal to weight in metric tons multiplied by

P______ per MT price. Inclusive of taxes

7. PERMIT EXPENSES. Any and all expenses to be incurred in the management

and complete delivery of his (SECOND PARTY’s) undertakings in this deed
(Permits and licenses), whether foreseen or unforeseen and accounted or
unaccounted, are solely and exclusively chargeable to the SECOND PARTY.

8. PAYMENT / CONSIDERATION.

8.1 ROYALTY FEE: $1.60 PER CUBIC METER which shall cover the following
costs and expenses :

8.1.1 Delivery Receipt, Excise tax (local sales basis), Ore Transport
Permit (OTP) or Sand and Gravel Transport Permit (SAGTP) on domestic level,
VAT;

8.1.2 Royalty to Mining Right owner, IP shatre if any (IPRA)

8.1.2 Referral / brokers/ consultants’ Fees

8.1.2 _________

8.2 CONTRACTOR’S PRICE AT FOB : P500.00 PER CUBIC METER which shall
cover the following costs and expenses :

8.2.1 ROYALTY FEE: $1.60 PER CUBIC METER :

8.2.2 Dredging costs
8.2.3 Stockpile management, land rental costs
8.2.4 Transhipment to mother vessel costs
8.2.5 Arrastre and Stevedoring costs
8.2.6 Liabilities and damages arising from the faulty conduct of
operations and damages caused by accident or force majeure
8.2.7 Insurance to cover loss against losses caused by force majeure
8.2.8 EXPORT DOCUMENTATION: The Mineral Ore Export Permit
(MOEP), custom duty, VAT or other taxes and cost of transportation, or any
other incidental charges, required in connection to the delivery of MATERIAL
FOB prior to export shipping SHALL BE FOR THE ACCOUNT OF THE
CONTRACTOR of FIRST PARTY or SECOND PARTY OR BOTH;

8.3 EARNET MONEY: FIRST PARTY shall pay an earnest money in the amount of
P_______________ chargeable to SECOND PARTY’s royalty for purpose of
securing the clearances towards working on the permit, to be paid as follows::
 P________ upon signing of this agreement (this covers the intial
expenses for securing all the enumerated permits, studies, plans and
clearances, endorsements;

P ________ upon securing area clearance, Governor’s Consent

(certification endorsement to MGB for area clearance)
P________ upon LGU clearances and endorsement
P________ upon completion of Environmental Impact
Study/Hydrologic Study/topographic or sounding survey plan
P________ upon completion of Dredging Plan
P________ upon issuance of PPA port construction permit
P________ upon issuance of the DPWH clearances
P________ upon issuance of the dredging / quarrying permit

9. BILLING AND PAYMENT PROCEDURE. For accounting and monitoring

purposes of any billing and payment made under this Agreement, billing and
payment shall be as follows:

a. Billing and payment is per delivery (barge);

b. Billing statement supporting the Bill of Lading shall be submitted prior to
departure of the barge at the port o origin to be supported by the jointly
computed load per metric ton as certified by the third party surveyor;
c. Billing payment is as follows:
I. FIFTY percent (50%) payment shall be made after stockpile as approved
and accepted material at port site, prior to loading to vessel
II. The remaining fifty percent (50%) shall be paid upon submission of the
Bill of Lading prior to departure of ship, which shall be through
telegraphic transfer or electronic bank transfer direct to SECOND
PARTY’s account.
III. Any deductible items for reasons of rejection, shall first be set off to
costs of demurrage and other costs due from contractor, SHALL BE
deducted in the next succeeding shipment;

d. Payment to the SECOND PARTY is through online banking (bank charges to be

charged to the SECOND PARTY);

10. ASSIGNMENT OF THE AGREEMENT. No party hereto may assign its rights or
delegate its obligations under this Agreement, either wholly or partially
without the prior written consent of the other party hereto, which consent will
not be unreasonably withheld. In the event of assignment or any similar
agreement, the same shall not relieve the SECOND PARTY from responsibility
and liability in this Agreement;

11. BREACH OF CONTRACT. Neglect or failure to deliver or violation of any

of the terms of this agreement by the SECOND PARTY shall be deemed a breach
of obligation entitling the FIRST PARTY to cancel this agreement and demand
damages;
12. GOVERNMENT STOPPAGE OF WORK. In case of stoppage of work
ordered by government, FORCE MAJEURE OR INAVAILABILITY OF SHIPPING
VESSELS, this contract shall automatically be suspended and may be
terminated if parties are not able to provide remedy;

13. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the

provisions hereof shall inure to the benefit of, and be binding upon, the
successors and permitted assigns of the parties hereto;

14. ENTIRETY. This Agreement, including Annexes, if any, embodies the entire
and complete understanding and agreement between the Parties with respect
to the subject matter hereof, and there are no other agreements,
understandings, restrictions or warranties among the parties other than those
set forth herein and no amendment will be effective unless signed by both
Parties; and

15. MEDIATOR. That if any dispute arises in connection with or under this
agreement between the parties, the matter shall be referred first to an
independent mediator designated by the parties. The decision of the mediator
shall be final. Conclusive and binding upon the parties;

16. NON CIRCUMVENTION NON DISCLOSURE: The parties shall abide

with the International rules on Non Circumvention Non-Disclosure
agreement in Trade, treating every information confidential and
protected for the other party, and admits to the stipulation that sources of
information as to the identity of third parties, quarry permits and buyer or
financial Institutions are considered property of the Party disclosing or
introducing the information in this contract such that any direct use or
benefit of such information without the consent of the party disclosing
shall be considered circumvention, and the aggrieved party shall be
entitled to the benefit to the extent provided under this agreement if the
infringement involves the sale or supply or purchase of products covered
in this agreement;

17. CONTRACT VALIDITY. This agreement shall be effective upon signing of this
agreement;

IN WITNESS WHEREOF, we have hereunto set our hands this 8 th day oif
November 2019 in the City of Butuan , Philippines.

NEW STRAND TRANSPORT, TRADING AND

AUXILLARY SERVICES, INC.,
FIRST PARTY
represented by : JAMES G. COWPER, JR.
N02-90-130751
LTO Paranaque, MM
______________,
SECOND PARTY
represented by : __________
N02-90-130751
LTO Paranaque, MM

Witnesses:

______________________ ______________________

ACKNOWLEDGEMENT

Republic of the Philippines……...)

City of Butuan . . . ……..)
X------------------------------------------/

BEFORE ME, a Notary Public for and in the City of Butuan, Philippines,
th
this 8 of November ,2019 personally appeared, the above-named persons,
known to me and know to be the same persons who executed the foregoing
instrument in representation of their respective corporations which instrument
consists of seven (7) pages including this page where the acknowledgement
is written signed by the parties and their two (2) witnesses and they
acknowledged to me that the same are their own free will and voluntary deed.
The IDs of the parties were exhibited to me the same being that which
appears below their respective names and signatures above.

Doc No. 196

Page No. 41
Book No. XXVIII
Series of 2019.

CONSULTANCY AGREEMENT
 
KNOW ALL MEN BY THESE PRESENTS:
 
            This Contract is made and entered this 8th day of November 2019 in
Iligan City, Philippines by and between:

_____________, both of legal age, Filipino, and residents

of ____ City, hereinafter referred to as the CONSULTANT;
 
And

_____________; CLIENT
 
WITNESSETH:
 
            WHEREAS, the PARTIES agreed to collaborate and cooperate with
the object of promoting business ventures in exports and other undertakings,
wherein the CONSULTANT has introduced to CLIENT a potential buyer for
sea sand;

WHEREAS, with the participation and intervention of THE

CONSULTANT, the CLIENT has executed an MOU with NEW STRAND
TRANSPORT, TRADING AND AUXILLARY SERVICES, INC., as represented by JAMES G.
COWPER, JR., copy is hereto attached as annex A;

NOW THEREFORE, in consideration of he foregoing, the parties

hereby agree, as it is hereby agreed to enter into this contract under the
following terms and conditions:
 
 A.    SCOPE OF ENGAGEMENT- the CLIENT hereby engages the
services of the CONSULTANT to provide CLIENT LINKAGES AND
TECHNICAL ADVICES to perform the following services;
 
1. To negotiate with buyers for the sale of SEA SAND; according to the
terms agreed upon in this Consultancy Agreement;

2. To assist the CLIENT in the PREPARATION OF PLANS AND

STRATEGIES, AND IN SECURING THE PERMITS AND
CLEARANCES FROM ALL GOVERNMENT AGENCIES
CONCERNED

3. To assist the CLIENT in the ACTUAL OPERATION,

B. COMPENSATION AND EXPENSES:

 
In consideration for the SERVICES, THE CONSULTANT shall be paid
THE AMOUNT EQUIVALWENT TO $0.10 PER CUBIC METER FROM THE
ROYALTY FEE CHARGED BY CLIENT, IN RELATION TO THE MOU
SIGNED by CLIENT AND NEW STRAND TRANSPORT, TRADING AND AUXILLARY
SERVICES, INC.
 Payable every billing and payment to CLIENT at the start of the
commencement of the project;

I addition to the share in the royalty fee, THE CONSULTANT shall b

entitled to a signing bom=nus of P__________ payable upon payment to
CLIENT of the earnest Money.

This agreement shall continue to subsist for as long as the NEW

STRAND TRANSPORT, TRADING AND AUXILLARY SERVICES, INC., its assignee or
successor has continuously in operation of the project, may its contract extended or
expanded,
;
  
D. EFFECTIVITY:
 
This contract shall take effect UPON EXECUTION
 
         IN WITNESS WHEREOF, We have hereunto set our hands signatures
this 8th day of Npvember, 2019.
 

CONSULTANT CLIENT ID Type _______________

ID Type _______________ ID Type _______________ ID No. ________________
ID No. ________________ ID No. ________________ Issued on _____________
Issued on _____________ Issued on _____________ Issued in ______________
Issued in ______________ Issued in ______________

Signed in the presence of :

______________________ ______________________

ACKNOWLEDGEMENT

BEFORE ME, this 8th day of November, 2019 in the City of Butuan, personally
appeared the above-named persons with their respective IDs known to me and to me
known to be the same persons who executed the foregoing instrument, consisting of
Three pages including the page where the acknowledgment was written, and they
acknowledged to me that the same are their free act and voluntary deed.

WITNESS MY HAND AND SEAL.

Doc. No._____;
Page No. ____;
Book No. ____;
Series of 2019.
 GIL M. CEMBRANO of GMC Quarry, both holding
office at 187Doongan Road, Butuan City herein referred as
SECOND PARTY.