COAL SUPPLY CONTRACTNumber : … A/CSC/NV-INC/II/2012

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and entered into in Cebu City, Philippines by and between:

PT.BATINDO JAYA MANDIRI (BJM)., a corporation duly organized and existing under the laws of the Republic of Indonesia with office address at Jalan Peta Selatan No.12 Jakarta Barat 11840-Indonesia and represented herein by its President Director, HS. WIJAYA, who is duly authorized, and hereinafter referred to as “SELLER”;

- and -

NORETSU VENTURES INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at the #2 Saint Jude Street, Zone 2, Hermag Village Mandaue City, Philippines, represented by its President, MR. GUILLERMO Z. AMOLO, hereinafter referred to as the “BUYER”;

RECITALS:

(A) The SELLER represents itself to be a reputable and legitimate trader & supplier of Indonesian coal.

(B) The BUYER desires to procure coal from the SELLER, and the SELLER proposes to sell coal to the BUYER.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, BUYER and SELLER mutually agree as follows:

I. DEFINITIONS

The following terms when used in the contract shall have the meanings stated below:

a) “Coal” means steaming coal offered to be supplied under the contract.b) “Ton” means a metric ton of 1,000 kilograms.c) “Dollar”, “USD” means United States Dollars.d) “FOB” means Free on Board and shall refer to the completion of

loading of coal in the vessel at the loading port.e) “Freight” means the ocean freight cost needed to bring the coal to the

discharge port.f) “C & F” means cost and freight delivered to the discharge port.g) “Discharge Port”, “Discharging Port” means one safe berth at Lugait,

Philippines.h) “Load Port” means the designated port of loading from the country of

origin.

i) “Vessel(s)” means ocean going vessel(s) as set forth in Section IX hereof.

j) "A.S.T.M." means the standard for testing of coal based on the American Society for Testing and Materials Standard.

k) "ETA" means Estimated Time of Arrival.l) “Weather Working Days”,”WWD” means exclusion of time lost through

bad weather.m) “ARB” means As Received Basis, analytical data calculated to the as

received moisture content.n) “ADB” means Air Dried Basis, analytical data expressed at the

moisture content at which the sample was analyzed.o) ““DB” means Dry Basis, analytical data calculated to a condition of

zero moisture.p) “Laytime” means time available for loading or discharging a vessel’s

cargo without incurring demurrage.q) “Berthing Window” shall mean the specific period wherein the vessel

will be allowed to berth.r) “Pratique” means permission to do business at a port by a ship that

has complied with all applicable government regulations.s) “ Plant” means the power station that will use/burn the coal i.e.,

HOLCIM Cement Philippinest) “Calendar Days” means the number of days including Saturdays,

Sundays and Holidays.

II. TERM AND QUANTITY

The supply contract shall be effective until the delivery of the cargo. The period of this contract may be extended by mutual and written agreement by both parties prior to the expiration date of the contract.

The SELLER shall sell and deliver and the BUYER shall purchase and receive a shipment of 8,000MT +/- 10% coal with GCV55 with specifications stated in this contract.

III. GUARANTEED COAL QUALITY AND SPECIFICATIONS

SELLER hereby guarantees to deliver GCV55 coal in accordance with the following specifications as measured using the ASTM method:

Quality Parameters Minimum Maximum Rejection

Gross Calorific Value (ADB), Kcal/kg 6100 6300 < 6100Total Moisture (ARB), % 14% 17% > 18%Total Sulfur (ADB), % <0.97 1 > 1%

Proximate Analysis (ADB)

Ash, % 12 15 > 16%Volatile Matter, % 38 43Fixed Carbon, % By Diff.Inherent Moisture, % 10% 14%Hargrove Grindability Index 40min

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Nominal Size, 0-50mm, % 85% (+/- 10%)

IV. QUALITY AND QUANTITY DETERMINATION

1. The quality of each shipment shall be determined in accordance with the ASTM test method for sampling and analysis.

Prior to vessel loading, SELLER and BUYER shall agree on the independent laboratory/surveyor that will be tapped to conduct sampling and analysis of the coal shipment.

During loading, the designated independent laboratory shall take representative samples and conduct analysis of the shipment in accordance with ASTM method.

A 5 kilogram sample shall be arranged by SELLER to be sent to the BUYER’s Plant at SELLER’s expense via air freight within eight (8) calendar days after departure of vessel from load port. Said sample shall be analyzed by the BUYER’s Plant for confirmation of the analysis reflected in the Certificate of Sampling and Analysis (COA).

The third party laboratory shall issue a COA on proximate, HGI, Sulphur, and size distribution which shall be facsimiled by the SELLER to the BUYER’s Plant within three (3) working days from departure of vessel at the load port.

The results of the analysis reflected on the COA at loadport shall be the basis of settlement, and adjustments when applicable under this contract.

2. However, if the results of the analysis of the BUYER’s own or designated laboratory at the discharge port, shows a difference exceeding the allowable reproducibility limits set in the appropriate ASTM standard as compared to the results of the load port analysis, the BUYER may request for testing of the quarter sample held by the Parties to be conducted by another third party laboratory within thirty (30) calendar days after the sampling date. The third party umpire laboratory shall be mutually selected by the BUYER and SELLER. The coal analysis results of the umpire laboratory as shown on the COA shall be final and binding and shall be the basis for price adjustment of the shipment concerned. All cost associated to the umpire analysis shall be borne by the party whose test results provide a wider variance from the umpire analysis.

3. BUYER reserves the right at anytime to cause its designated personnel to attend and observe the determination of the quality and weight at the loading port at its own expense. In such event, the SELLER shall cooperate with such attendance and observation.

4. The quantity of coal delivered by vessel shall be determined at the load port through a vessel draft survey conducted by licensed surveyor mutually acceptable to both the BUYER and the SELLER. Expenses for the conduct of the draft survey shall be for the account of the SELLER. Said surveyor shall issue a Certificate of Weight thereof

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which shall be the basis of payment subject to the adjustment in accordance with this contract.

The BUYER shall have the right to have a draft survey conducted by a designated surveyor upon arrival of the cargo at the discharging port. Should the draft survey reading at the discharge port conducted by the BUYER’s designated surveyor show a negative variance of less than one percent (1%) compared to the quantity determined at load port, then the load port measurements shall be taken as final. If the variance, however, exceeds one percent (1%), then the BUYER shall file a claim for the quantity discrepancy within thirty (30) days from the completion of the discharge.

V. PRICE AND PAYMENT METHOD.

The total contract price of the coal delivered shall be ONE HUNDRED FIVE UNITED STATES DOLLARS (US$105.00/MT) per month on Cost Insurance and Freight Basis (CIF Basis) delivered to HOLCIM CORPORATION in Lugait, Philippines, broken down as follows:

FOB Barge USD 85.00 / MTFreight to Davao USD 20.00 / MT

The FOB Barge price is based on the Guaranteed Coal Specifications indicated in Section III and subject to adjustments in accordance with Section VII.

The Price shall be firm for the entire duration of the contract.

Two separate and distinguished Commercial Irrevocable Letter of Credit at sight from Client must be issued equivalent to 100% of ordered volume as payment as well as the cost for the shipping or freight is demandable upon signing of contract. This Letter of Credit should be issued through any of the top 100 International Banking Institutions and shall be issued by the Clients bank to the nominated Bank of the Seller. Separate Letters of Credit shall be issued for the Coal Cargo (FOB price) and Cost of Freight.

VI. REJECTION

1. The BUYER has the right to reject the cargo if the quality as determined by the Independent surveyor at the load port is different from the contracted specification as follows:

Gross Calorific Value (Air Dried Basis) is less than 6100 kcal/kg Total Moisture is higher than 18% Ash content is higher than 16% Sulphur content is higher than 1%

2. In case the vessel is already at the discharge port, BUYER may stop the unloading and reject the delivery at no cost to BUYER under the following conditions:

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a. In the event that the delivered coal is later found non-complying to the specifications based on the submitted COA.

b. If during the receipt of the coal delivery/shipment, Plant discovers any deficiency such as contaminants, stones, metals and other foreign matters, severe coal dustiness, handling problems, deviation from bid specifications, coal did not come from the guaranteed/pre-tested coal source, etc..

c. Severe dustiness during coal unloading resulting to violation of Department of Environment and Natural Resources (DENR) standard limits on allowable Total Suspended Particulate during unloading.

3. The SELLER shall be notified in writing of the BUYER’s intent to reject the coal delivery within twenty-four (24) hours prior to the arrival of the vessel at the discharge port.

4. If the coal delivery is rejected, the BUYER may require the SELLER to deliver replacement coal of a similar quantity and of a quality which meets the specifications, or proceed to procure coal from other suppliers. In either case, any cost difference thereof, as well as any and all incidental cost relative thereto, shall be borne exclusively by the SELLER.

5. If rejection is determined after the coal has already been delivered for reasons attributable to the SELLER, SELLER shall, at its own expense, remove such rejected delivery within fifteen (15) days from receipt of notice of rejection. If SELLER, however, fails to remove such rejected delivery within the period stipulated, the BUYER may dispose the rejected coal in any manner it sees fit with all costs relative to its disposal chargeable to the SELLER.

6. Upon the exercise of its right to reject, the BUYER shall not be under any obligation to make any payment to the SELLER and the SELLER shall have no claim whatsoever against the BUYER with respect to the rejected coal delivery. Title and risk of loss thereof shall automatically revert to the SELLER.

7. In the case of any coal rejection, BUYER shall have the right to cancel succeeding deliveries and terminate the supply contract

VII. WEIGHT AND PRICE ADJUSTMENT

1. Weight Adjustment

The certified weight of the coal shipment shall be adjusted in accordance with the following formula if the certified Total Moisture content as reflected in the COA at load port issued by the mutually agreed third party laboratory exceeds 32% (ARB):

Wa = Wc x [1- (TMc – TMg)] 100

Where:

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Wa = Adjusted weight of coal delivered due to excess in moisture content, MT

Wc = Certified weight of coal delivered, MTTMc = Certified Total Moisture content (ARB), %TMg = Guaranteed Total Moisture content (ARB), %

The SELLER shall not receive any bonus if the Certified Total Moisture content (ADB) is lower than the Guaranteed Total Moisture content (ARB).

2. Price Adjustment on Coal Quality

The base FOB price of coal shall be subject to adjustments for variations in Gross Calorific Value, Ash, and Sulfur based on the Certificate of Sampling and Analysis issued by the mutually agreed third party laboratory.

A. Gross Calorific Value

(i) There shall be bonus price adjustment on the FOB price where the Certified Gross Calorific Value (GCV) (ADB) as indicated in the Certificate of Analysis is greater than the Guaranteed GCV (ADB).

(ii) Penalty on GCV shall be applied for GCV lower than 5500 kcal/kg (ADB);

(iii) If Certified GCV is lower than 5500 kcal/kg, the FOB price shall be reduced as follows:

Price Reduction

= FOB x [ 6300 kcal/kg - Certified GCV ] 6300 kcal/kg

Where:

GCV = Gross Calorific Value of coal, kcal/kg (ADB) FOB = Base FOB Price of Coal, in USD per MT

B. Ash

(i) There shall be no upward adjustment on the FOB price if the Certified Ash (ADB) of the coal shipment is equal to or below the Guaranteed Ash (ADB).

(ii) The FOB price shall be reduced accordingly if the Certified Ash content (ADB) of the coal shipment is above 8% (ADB) :

Price Reduction

= FOB x 0.01 x [Certified Ash – Guaranteed Ash] Guaranteed Ash

Where:

Ash = Ash content of coal, in % (ADB)

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FOB = Base FOB Price of Coal, in USD per MT

3. Adjusted Contract Price

The Adjusted Contract Price per ton shall be calculated as follows:

Adjusted FOB

= FOB – Price Reduction (GCV + Ash)

Adjusted C&F Price

= Adjusted FOB + Freight

4. Cost of Shipment

The cost of coal shipment for purposes of final payment by BUYER including the aforementioned price reduction formula shall be calculated and rounded off to four (4) decimal places as follows:

Cost of Shipment

= Adjusted C&F Price X Wa

Where:

Adjusted C&F Price

= Adjusted C&F price of coal, in USD per MT

Wa = Adjusted weight of coal delivered due to excess in moisture content, MT

VIII. SHIPPING SCHEDULE AND DISCHARGING TERMS

1. The SELLER shall deliver the contracted volume quantity of coal within the agreed delivery period using Barge in accordance with the delivery schedule that will be relayed by the BUYER.

The firm delivery schedule shall be communicated in writing by the BUYER to the SELLER at least fifteen (15) calendar days before the delivery window available.

Upon receipt of the delivery schedule, SELLER shall arrange for the delivery of coal and ensure the delivery of such coal within the allowed delivery window.

2. SELLER shall commit to use Barges of 8,000MT +/- 10% Capacity. The Vessel’s age should not be more than fifteen (15) years and must be classed by any of the Classification Societies. Differential cost, such as but not limited to additional insurance premiums due to the SELLER’s use of older barge (>15 years) shall be for the account of the SELLER.

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3. The specifications of the nominated Barge and the confirmed Estimated Time of Loading (ETL) at the load port and its Estimated Time of Arrival (ETA) at the discharge port shall be submitted by the SELLER for BUYER’s conforme prior to SELLER’s final booking of the vessel. The applicable demurrage rate of the chartered vessel shall also be indicated in the vessel nomination and supported by the relevant Charter Party, Contract of Affreightment or other contract for employment of the Barge vessel. Submission of said document by the SELLER shall be required only once per Barge vessel employment contract.

4. After completion of coal loading, SELLER shall immediately notify BUYER by telex, facsimile, or email, stating the Barge vessel’s departure from the load port, ETA of Barge vessel at the discharge port and tonnage of coal loaded. SELLER shall also arrange such that the vessel’s Master or Agent gives BUYER advice of its ETA at the discharge port at the following intervals prior to the ETA.

a. THREE (3) DAYSb. FORTY EIGHT (48) HOURSc. TWENTY FOUR (24) HOURS

Any change in the ETA shall be advised by SELLER to BUYER at the earliest possible moment.

5. Notice of Readiness (NOR) shall be tendered by radio, facsimile or telex anytime day or night, Sundays and Holidays included after the vessel has arrived at the discharge port whether in berth or not, whether in port or not, whether in customs clearance or not, provided the vessel has been granted free pratique and in all respect ready to discharge.

6. The cargo shall be discharged on a Customary Quick Dispatch (CQD) basis or a maximum of six (6) weather working days.

7. Demurrage shall be paid by the BUYER if the discharging exceeds six (6) weather working days and if the cause of delay is directly and solely attributable to the BUYER’s failure to immediately act on the delivery as per agreed schedule. Demurrage shall be US$ 2,000 per day pro rata.

Demurrage rate as indicated in the previous paragraph shall be as supported by and stipulated in the relevant Charter Party, Contract of Affreightment, or other contract for employment of the vessel. BUYER reserves the right not to process demurrage claim by SELLER in case of the latter’s failure to submit copy of the statement of facts to BUYER.

No despatch shall be paid by SELLER to the BUYER for any laytime saved in the discharge of coal.

8. Both parties shall settle Demurrage within sixty (60) days after filing of claims.

9. All deliveries shall be by Barge vessel, discharged using the BUYER’s unloading facilities in Toledo Power Company, Sangi Beach, Toledo City, Cebu.

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10. Vessel officers and Bureau of Customs (BOC) staff overtime shall be for the account of the SELLER or SHIPOWNER.

11. The Barge owner through the SELLER shall be responsible for any damage caused by the Barge or its crew on the environment due to coal and/or oil spillage during transit, berthing. Any damage to the port and/or port facilities caused by the SELLER’s Barge resulting from the discharging of the coal delivery, except when such damage is caused by Force Majeure shall be for the account of the SELLER.

12. Upon completion of the quantity measurement at the load port, copies of Bills of Lading, Provisional Commercial Invoice and the Certificate of Origin endorsed by SELLER and Surveyor shall be transmitted by facsimile to the BUYER within three (3) working days after Bill of Lading date.

The original copies of the above documents shall be delivered via air freight and should be received by the BUYER at least three (3) working days prior to vessel’s arrival.

For the purpose of Philippine Customs clearance, SELLER shall send to BUYER fax within one (1) working day after B/L date the following documents

1. Bill of Lading2. Provisional Commercial Invoice setting out the ff:

Total quantity of coal shipped Price of coal being shipped Vessel’s name Bill of Lading date

3. Certificate of Origin issued by SELLER and stamped by Surveyor

13. BUYER shall bear all of the costs of discharging coal from the Barge, wharfage, import tax and similar taxes, imposts or charges imposed by the government or a governmental agency, and other similar costs which normally are considered to be for BUYER’s account.

SELLER shall bear all of the costs related to shipping agency, berthage, pilotage, tugboat and line-handling fees, port charges and other similar costs, which normally are considered to be for SELLER’s account.

14. The Barge shall vacate the discharging berth immediately after the discharging has been completed. In the event that Barge is unable to vacate the berthing facility due to reasons attributable to Barge and/or crew, any costs and/or claims shall be for the SELLER’s account.

15. The SELLER shall ensure vessel crews’ and guests’ compliance with the Toledo Power Company’s security and safety rules and regulations at all times during the entire delivery period.

IX. TITLE AND RISK

1. All coal shall be deemed to have been sold and delivered to BUYER and the title, risk of loss or damage thereto or destruction thereof shall

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pass on to BUYER upon loading of such coal passing ship rail on board the Barge at the loading port.

2. SELLER warrants that the title to the coal sold and purchased hereunder shall be deemed to be free and clear of all liens, encumbrances and claims. If BUYER is subjected to any claims or charges in relation to the sale, purchase, delivery or acceptance of such coal, SELLER shall keep BUYER fully indemnified and hold BUYER harmless against any or all results of any such claims or charges.

3. In the event that BUYER rejects a shipment as provided for in Section VI , the title to and the risk of loss of the coal shall revert to SELLER on the date that the said Notice of Rejection is deemed to have been received by SELLER in accordance with the provisions of Section VI.

X. INSURANCE

The BUYER shall insure the goods at his own expense.

XI. PAYMENT TERMS

1. The BUYER shall establish an irrevocable, transferrable, assignable Letter of Credit (L/C) at sight as payment to a beneficiary nominated by the SELLER, advised through and negotiable by same through a world class bank acceptable to both BUYER and SELLER and received by the SELLER at least fifteen (15) days prior to the vessel’s ETA at the load port.

2. The L/C shall be in United States Dollars currency and shall be opened for the total amount of the ordered volume allowing partial shipments.

3. The L/C shall be payable at sight upon presentation of the following documents by the SELLER’s beneficiary:

a) The SELLER’s signed original Commercial Invoice showing the basis on which such payments is calculated. Original Certification issued by the SELLER confirming that copy of the invoice has been faxed and/or e-mailed to the BUYER.

b) Two Thirds (2/3) signed original of negotiable clean on board Bills of Lading and one non-negotiable copy issued to the order of the opening bank and marked “Freight Prepaid” as Per Charter Party, Notify BUYER”, 1/3 B/L shall be forwarded to BUYER through fastest means.

c) Original Certificate of Weight with Draught Survey Report issued by the mutually agreed third party laboratory in four (4) copies.

d) Original Certificate of Sampling and Analysis issued by the mutually agreed third party laboratory in four (4) copies. No payment shall be made under the L/C where the COA at the load port shows quality beyond the rejection limits or when BUYER rejects the shipment as provided for under Section VI.

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e) Full Set Certificates of Origin (Form D) issued by the pertinent Indonesian governmental agency.

f) Certification from the BUYER that the SELLER has sent the BUYER a copy of the final commercial invoice.

XII. TAXES, ROYALTIES, LEVIES, IMPOSTS AND DUTIES

The SELLER shall pay, at SELLER’s expense, and make payment at such times when due and payable, all taxes, royalties, levies, imposts, duties, fees and other charges imposed on or in respect of the supply of coal from the country of origin to BUYER hereunder up to the time of sailing from the loading port.

Should additional export taxes, duties, etc. be imposed by the country of origin, SELLER shall advise the BUYER of the tax for the purposes of price adjustment on the total tonnage yet to be loaded and shipped out. BUYER has the option to cancel the Contract.

All taxes, duties and fees imposed on or in respect of the supply of coal in the Philippines shall be for the account of BUYER. In this regard, the contract price stated under Article V above shall be exclusive of the twelve percent (12%) value-added tax.  BUYER hereby undertakes to reimburse SELLER for customs duties, value-added tax and other impositions that are normally considered to be for BUYER’s account for the purchase of coal in the Philippines.

XIII. FORCE MAJEURE

1. Any failure or delay on the part of either party in the performance of its obligations under the Contract shall be excused to the extent attributable to Force Majeure.

Force Majeure as used herein shall mean Acts of God, epidemic, tidal wave, floods, landslides, lightning, earthquake, war (declared or undeclared), fires or any act or event which is sudden, unpredictable and beyond the control of either party.

2. In the event the SELLER is unable to make a particular delivery by reason of such force majeure causes, the BUYER may purchase its coal from other sources corresponding to such quantity the SELLER is unable to deliver. Such quantity shall be deducted from the total contracted requirement. The SELLER shall not shoulder any price difference should the purchase price of such quantity exceed the contracted price with the SELLER.

3. Likewise, in the event that the BUYER is unable to lift or accept delivery by the SELLER for reason of such force majeure cause, SELLER may sell its coal to other users corresponding to such quantity the BUYER is unable to lift. The BUYER shall not shoulder any price difference should the selling price of such quantity be lower that the contracted price with the BUYER.

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4. The party hereof affected shall give written notice to the other party within seven (7) days after the occurrence of any such cause/s, and insofar as known, the problem and extent of which it will be unable to perform or be delayed in performing its obligations hereunder and such party hereto shall exercise diligence in accordance with good commercial practice to eliminate or remedy such cause preventing or delaying its performance under the contract and shall give the other Party hereto prompt notice when it has eliminated or remedied such causes.

XIV. ARBITRATION

1. The parties agree that in the event that there is any dispute, controversy, claim or difference between them arising out of or relating to this Agreement, or the breach thereof, or in the interpretation of any of the provisions hereof, they shall meet and endeavor to resolve such dispute by discussion between them; failing such resolution, the Chief Executives of BUYER and SELLER shall meet to resolve such dispute or difference. If the Chief Executives are unable to resolve the dispute or difference within fourteen (14) days from their initial meeting, any and all such disputes, claims and controversies shall be settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.

2. Unless otherwise agreed by the parties to the arbitration, the place of arbitration shall be in Metro Manila, Philippines.

3. The arbitration shall be in the English language.

4. The arbitration award shall be final and binding upon the parties to the arbitration and judgment thereon may be entered in any court having jurisdiction.

5. The laws of the Republic of the Philippines shall govern the terms and conditions of this Agreement.

XV. ASSIGNMENT

Neither party hereto may without the prior consent of the other party assign the contract in part or in full.

XVI. MUTUAL COLLABORATION

Both the BUYER and the SELLER recognize that circumstances may arise which could have not been foreseen at the time the contract was entered into. Both parties agree that they will exert their best efforts to solve any problems due to any of such unforeseeable circumstances in the spirit of mutual understanding and collaboration.

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XVII. CONFIDENTIALITY

The parties shall treat this contract as confidential and neither shall disclose its terms without the prior written consent of the other except to the extent required to carry out the obligations herein or to remedy any breach or as otherwise required by the laws of the Government of the contracting parties.

XVIII. TERMINATION

The contract maybe terminated under any of the following conditions:

1. Consistent failure of the SELLER to perform its obligations under the contract;

2. In the event that either party is unable to implement the contract due to any reason other than force majeure and the matter cannot be remedied within sixty (60) days after notice from the other party;

3. If the other party becomes insolvent or a petition in bankruptcy or for corporate reorganization or for any similar relief is filed by or against the other party or a receiver is appointed with respect to any assets of the other party or liquidation proceeding is commenced by or against the other party; or

4. If the entire or a significant part of business of the other party is transferred to a third party by agreement, order of court or otherwise.

IN WITNESS WHEREOF, this Contract is concluded and executed in Cebu City, Philippines, on this _____ day of _______________ , ________.

NORETSU VENTURES INC. PT.BATINDO JAYA MANDIRI

________________________________

________________________________

GUILLERMO Z. AMOLO HS. WIJAYAPresident President

Signed in the Presence of: Signed in the Presence of:

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REPUBLIC OF THE PHILIPPINES)_________________________ ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in ________________, this ____ day of ______________, personally appeared the following:

Name CTC/ Passport

No.

Date Issued Place Issued

Raynaldo G. LustadoFrancisco G. Co

known to me and to me known to be the same persons who executed the foregoing Agreement consisting of _________ (____) pages, including this page whereon the acknowledgments are written, all pages signed by all parties and their instrumental witnesses and they acknowledged before me that the same is their free act and voluntary deed and of the entities herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above written.

Doc. No. _______;Page No. _______;Book No. _______;Series of 2012

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