MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT made and entered into this 4th day of April 2017 in
Cagayan de Oro City by and between:

ECO ELECTROMECHANICAL AND TELECOMMUNICATIONS CORPORATION, a duly

registered business entity, duly organized and existing under the laws of the Republic of the
Philippines, with principal office address at Brgy Mulawin, Tanza, Cavite represented herein by
MR. BIENVENIDO S. GONZALES, as General Manager, hereinafter referred to as the “FIRST
PARTY”.

-and-

WCC TRUCKING SERVICES, a duly registered business entity duly organized and existing
under the laws of the Republic of the Philippines with principal office address at Brgy Poblacion,
Municipality of Pangantucan, Bukidnon, represented herein by ATTY. WELAN C. CALAG,
hereinafter referred to as the "SECOND PARTY”.

WITNESSETH:

WHEREAS, the FIRST PARTY has an existing Hauling Contract at a mining company, located
at Brgy Cagdianao, Municipality of Claver, Surigao del Norte and to fulfill the provision of the
Contract, FIRST PARTY desires to lease DUMP TRUCKS from the SECOND PARTY;

WHEREAS, the SECOND PARTY provides, facilitates, manages and owns UNITS of DUMP
TRUCKS with minimum of 14 cubic meters of dump box; and

NOW THEREFORE, for and in consideration of the above premises, ALL PARTIES hereto have
agreed to enter into a Hauling and Loading Contract and Equipment Rental of NICKEL ORE at
Brgy Cagdianao, Municipality of Claver, Surigao del Norte subject to the following terms and
conditions:

A. SCOPE OF WORK

Item : NICKEL ORE HAULING

Equipment : Dump Truck
Project Site : Brgy Cadianao, Municipality of Claver Surigao del Norte
Trips per Day : 7 Trips
Work Operations : 22 Days per Month
Hauling Distance : 6.5 kms (the corresponding distance per destination
shall be determined)
Load per Trip : 14 Cubic Meters (Minimum)
Diesel : Free
Preventive Maintenance : Free
Meals : Free
 B. CONTRACT TERM

THIS CONTRACT SHALL BE EFFECTIVE AND ENFORCE FOR A MINIMUM OF ONE (1)
MINING YEAR AND AN EXTENSION OF THREE (3) YEARS OR RENEWABLE FOR THREE
(3) MINING YEARS.
C. FINANCIAL CONSIDERATION

The FIRST PARTY shall pay the the SECOND PARTY (OWNER/PROVIDER) the following fees
and payments (Lease Rate) under the terms and conditions:

Dump Truck Fee Rate

The FIRST PARTY shall pay a fixed, flat lease or rental rate of “ONE HUNDRED SIXTY
THOUSAND PESOS” (PHP160,000.00) per dump truck unit per month for the entire term and
duration of this contract. This payment will be enforced as a fixed off-take agreement and, thus,
is applicable whether any or all of the units covered under this contract are dispatched for
service or not once such units have been leased to the FIRST PARTY.

In addition, the FIRST PARTY are obligated to provide for the salaries of the dump truck
operator or driver staff and their respective attendants including the provision of a regular motor
pool staff dedicated to the servicing of the same units under their account.

In addition, the driver and helper shall be paid with the total amount of Thirty Thousand Pesos
( Php 30,000.00) to the account of the SECOND PARTY.

D. MODE OF PAYMENT

The SECOND PARTY shall submit the previous month’s Billing every second week of the
current month and the FIRST PARTY shall pay to the SECOND PARTY at the 15th and 30th day
of the same current month.

In the case when payment is based on an hourly use charge or volume throughput, the
PARTIES shall agree on methods how to verify the accuracy and truthfulness of the volume of
NICKEL ORE product delivered and cubic meter used of the relevant equipment.

E. EQUIPMENT REQUIREMENTS

SECOND PARTY shall provide DUMP TRUCKS for this project; details shall be
attached/annexed to this contract.

SECOND PARTY guarantees that all dump truck units are in good running condition, duly
registered with the government and ready for operation and shall conform to the following
requirements:

· All trucks must have a minimum of 100% mechanical effectivity at the start of the lease
agreement.
· All trucks must pass a 100 working days contestability period.
· All trucks must have 100% brake system effectivity.
· All trucks shall have a 100% electrical, turn lighting, and horn effectivity.
· All trucks shall have updated insurance and LTO registration, photo copies of such
documents shall be submitted to FIRST PARTY for inspection, validation, and reference.
 · All trucks shall have a spare tire, a lifting jack, tire wrench, early warning device, fire
extinguisher, tow bar or tow cable.
· All truck units shall have tarpaulin cover and troubleshooting tools.

The FIRST PARTY has the sole and exclusive right to reject, upon inspection, dump truck units
in its yard that is not in good working/running condition. A defective dump truck is defined as a
dump truck with a utilization rate of less than ninety (90%) percent based on the report
submitted by the personnel of the SECOND PARTY.

Pull-Out of any or all of the dump truck units without valid reasons prior to the termination of
this agreement is not allowed. Voluntary Pull-Out of any or all of the dump truck units prior to
the termination of the period of this agreement with valid reason is allowed under the following
conditions:

- Valid Reason is acceptable by all Parties

- Advance written notice is submitted to FIRST PARTY 60-days prior to Pull-Out
- All Advances and payables shall be or have been properly and fully liquidated.

F. OBLIGATION OF ALL PARTIES

FIRST PARTY shall:

1. Ensure the safety and security of all employees and personnel of the SECOND PARTY,
including all its equipment within the working premises and barracks location and further
guarantee immediate support/assistance in case of any problem that arise among
employees and personnel as well as third party within working premises.

2. Provide areas for hauling and barracks with complete water and electricity facilities.

3. Pay for the salaries, fees, and social benefits of the employees operating the pieces of
equipment leased from the SECOND PARTY including drivers, operators, helpers, and
attendants and shall ensure that they follow strict compliance with the Mine Operator’s
rules and regulations at, in, and around the Mine Site, laydown areas, stockpile areas
and their respective local environment in relation to sanitation, people movement,
indigenous people customs and traditions, and the customary proper conduct.

4. Responsible for hauling passes and the repair and the performance of preventive
maintenance (PMO and O&M) for the units shall be by the FIRST PARTY. Major engine
and / or dump box system overhaul and / or replacement are to the account of the
SECOND PARTY.

5. Provide and supply FUEL/DIESEL by the FIRST PARTY .

6. The FIRST PARTY shall maintain the loading area free from congestion, and put in place
an efficient loading system designed to avoid congestion of any and all of the working
area.

7. The SECOND PARTY shall not be liable for losses to the FIRST PARTY due to
congestion, and it shall have the right to recoup any hauling losses it might incur due to
congestion at the loading area

SECOND PARTY shall:

1. Warrant that they are the lawful owner or they have the legal authority to extend for
lease the dump truck units and / or accept hauling / loading services in accordance with
this agreement and warrant that it has the capacity for immediate deployment the same
upon receipt of the Notice of Deployment or Rendition of Service. Deployment shall be
scheduled accordingly and shall be stipulated in the Notice of Deployment or Rendition
of Services and it shall form part of this Agreement

2. Provide for the necessary staffing or personnel necessary for the proper and full
operations of the leased pieces of equipment. The personnel will include operators,
drivers, helpers, attendants and any other personnel working with the SECOND PARTY
and shall ensure that they follow strict compliance on Mine Operator’s rules and
regulations at, in, and around the Mine Site, laydown areas, stockpile areas and their
respective local environment in relation to sanitation, people movement, indigenous
people customs and tradition and the customary proper conduct/

3. Provide assistance and operating protocol compliance including control, discretion and
supervision over all personnel provided in the performance of each obligation under this
contract and warrant that they are all of legal age and have the capacity to work.

4. Ensure that all its drivers and helpers are of good moral character, without existing legal
cases and holders of valid/un-expired driver’s licenses with correct restriction codes.

G. OTHER PROVISIONS

1. ALL PARTIES agree that all documents relating to this transaction shall carry the codes
of this agreement and said codes shall not change for the duration of this agreement,
including rollovers, extensions, and additions, shall be effective immediately upon
signing of ALL PARTIES and shall remain effective for ONE (1) YEAR from the date of
signing. This agreement shall remain in full force until completion of the transaction and
shall be binding upon the parties, their heirs, successors, and assign, agents, principal,
attorney, and all associated parties involved in the transaction that is the subject matter
of this agreement.

2. ALL PARTIES confirm that all is fully empowered legally qualified and duly authorized to
execute and deliver this agreement and to be bound by its terms and conditions. All the
documents and presentations under this agreement are made with full legal and
corporate responsibility.

3. The parties recognize the unique services rendered by their respective representatives
and agree that each shall be responsible for the parties’ commissions and fees that have
been agreed in writing, and indemnify and hold harmless the other parties against any
claim demand or expenses, however arising there from.

4. ALL PARTIES to this agreement agree to be individually and separately liable and
responsible for their respective liabilities and other obligations resulting from taxes,
imposts, cost and expenses and the like, paid or to be paid, unless otherwise provided in
this agreement. Parties are neither responsible nor liable to each other or to any other
third party responsible for their individual institutional costs.

5. This agreement shall be kept confidential, and is not to be reproduced in any manner
whatever except on a need to know basis. Further, this agreement and related
information shall be given or shown only to the persons or entities directly involved with
the closing of this transaction. Any details of this agreement shall not, in any way, be
disclosed to personnel, drivers and workers of ALL PARTIES.

6. NON-DISCLOSURE: ALL PARTIES hereby agree to keep the names of any

corporations, individuals, introduced by any of the parties or their affiliates STRICTLY
CONFIDENTIAL. Such identity shall remain confidential during the applicable
transactions and during the term of this contract, and shall include without limitation any
 telephone of telefax numbers, addresses, or telex numbers, such information is
considered the property of the party, and the undersigned hereby agree, jointly and
severally, to discuss same among the parties for determination as to what shall be
discussed and what procedure to use.

7. NON-CIRCUMVENTION: All of the undersigned obligations contained in this agreement

are mutual and reciprocal. It shall be binding on the parties, their subsidiaries, agents,
brokers, divisions, associates, employees, heirs, affiliated companies, assigns or
designees. This portion of this contact is for three (3) years from the date affixed above
and is to be applied to any and all transactions entered into by the undersigned,
including follow-up repeat, extended or renegotiated transaction regardless of the
success of the project. The undersigned hereby confirm that the identities of the
corporations, individuals, buyers and sellers are currently the property of the introductory
party and shall remain so for the duration of this agreement.

8. FORCE MAJEURE: No party shall be in violation of this contract when the violation of
this agreement is caused by force majeure, including, but not limited to, Acts of God,
war, civil disturbances, and theft of contract or contracts without the intervention or
assistance of the party. This contract establishes a relationship of mutual trust and
confidence, and each of the undersigned will stand in fiduciary relationship with the
others. Any agreement hereafter made shall be ineffective to change, modify, discharge
or effect an abandonment of this agreement in whole or in part unless such agreement is
in writing and is signed by the parties whose signatures appear herein below.

9. BREACH OF AGREEMENT: Both parties agree that should any of them commit a
breach of this agreement, the aggrieved party shall be entitled to an amount equal to
which aggrieved party has actually suffered on account of the breach and additional
compensation, as moral/compensation damages.

The party who fails to perform any terms or condition of this agreement as a result of
conditions beyond its control such as, but not limited to, war, strikes, fires, floods, act of
god, government restriction, power failures or damage or destruction of any network
facilities or servers, shall not be deemed as breach of this agreement. The party who
breaches this agreement agrees and undertakes to pay, in full and in cash, the damages
claimed by the aggrieved party within fifteen (15) days from notice of demand. Should
the aggrieved party be constrained to institute a case in court to protect and enforce his
right, the party-in-breach further agrees and undertakes to pay the aggrieved party the
cost of litigation expenses, including the attorney’s fees, which shall not be less than
25% of the entire claim.

This Hauling Contract/Agreement shall be effective immediately upon signing of BOTH

PARTIES after the actual and proper inspection of all units presented, and shall remain effective
for one (1) year and renewable every year.

IN WITNESS WHEREOF, THE PARTIES hereto affix their signatures this ____ day of
____________ in ________________.

ECO ELECTROMECHANICAL AND TELECOMMUNICATION CORP

 By:

MR. BIENVENIDO S. GONZALES

General Manager
Driver’s License No. D06-96-174812

WCCTRUCKING SERVCES.

By:

WELAN C. CALAG
Roll of Attorneys No. 61866

SIGNED IN THE PRESENCE OF:

ROBERT REY B. GAMBE JOEMAR D. OFNGOL

LEONARDO L. OFNGOL ROY C. DOSDOS

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

___________________________) s.s.

BEFORE ME, this ____ day of ____________, 2017 at ________________, Philippines

personally appeared the above-named parties with their proof of identities 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.

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

Doc. No. _______

Page No. _______
Book No. _______
Series of 2017.