MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

TAKANO HIDERNARI and ASANO YOSUKE, all of legal ages, Japanese

citizen with address c/o Mr. Kiyokawa Noriyuki at Capistrano Complex,
Cagayan de Oro City, hereinafter referred to as the FIRST PARTY;

-and-

PHILIPPINE HONG KONG HONGCHENG CORPORATION, a domestic

corporation duly registered under laws of the Philippines represented by its
president MR. FLORANTE KHU, of legal age Filipino citizen, married and a
resident of Blk. 39, Lot 12, Kisanlu Subdivision, Iponan, Cagayan de Oro City,
hereinafter referred to as the SECOND PARTY;

WITNESSETH:

WHEREAS, the FIRST PARTY is the existing financier of the SECOND

PARTY under their previous agreement denominated as COPPER ORE STONE
MINING CONSIGNMENT CONTRACT and was also the financier who extended
financial support for the registration and acquisition of the certificate of
incorporation of the SECOND PARTY before the Securities and Exchange
Commission (SEC);

WHEREAS, the FIRST PARTY hereby commits to continue their financial

assistance to the mining project of the SECOND PARTY under the terms and
conditions hereinafter set forth:

ARTICLE I: Obligations of the FIRST PARTY

1. The FIRST PARTY shall provide all equipments, tolls and implements
to the SECOND PARTY to be use exclusively for mining operations of
the latter PROVIDED that the ownership of aforesaid equipments
shall remain with the FRIST PARTY;

2. The FIRST PARTY representing HONG KONG HONGCHENG

INTERNATIONAL CO. shall be the exclusive buyer of all copper ores
and other minerals that may be produced by the mining operations
of the SECOND PARTY at the price prevailing in the international
market;

3. The FIRST PARTY shall be responsible for payments of royalties to

land owners in the amount which shall be agreed later by the
parties in a separate contract;

4. Mineral extraction, exploration and labor costs and /or expenses

shall be exclusively shouldered by the FIRST PARTY;

5. The FIRST PARTY agreed that the SECOND PARTY shall be entitled to
a commission in the amount of $100USD per ton for every delivery
or shipment of copper ores and other minerals taken and/or
produced from the mining operations of the SECOND PARTY;

ARTICLE II: Obligations of the SECOND PARTY

 1. The SECOND PARTY shall be in charged with the entire mining
operations and shall be responsible for the preservation and
maintenance of the equipments, tolls and implements introduced by
the FIRST PARTY;

2. The SECOND PARTY shall not sell, dispose, consign and/or alienate
the copper ores and other minerals extracted from the mining
operations financed by the FIRST PARTY;

3. The expenses for copper assay or analysis, permits and export

documentations shall be shouldered by the SECOND PARTY;

4. The SECOND PARTY shall make a regular accounting of the

disbursement of funds and shall furnish the FIRST PARTY a copy or
copies thereof;

5. The SECOND PARTY shall gradually reimburse the finances of the

FIRST PARTY until fully liquidated PROVIDED that such
reimbursement shall begin after six (6) months from the first
shipment of copper ores and other minerals.

ARTICLE III: Period and Effectivity

1. This Memorandum of Agreement shall take effect upon signing and

execution hereof and shall remain in full force and effect within five
(5) from conclusion;

2. Contracts and/or Agreements entered into by the herein parties

whether in their personal or representative capacity are deemed
superseded by this Memorandum of Agreement.

ARTICLE IV: Laws and Arbitration

1. This agreement shall be governed and interpreted pursuant to the

Civil Code of the Philippines and other related Philippine laws;

2. Issues and/or controversies arising from this agreement shall be

amicably settled by the parties and in case of futility the same shall
be instituted exclusively in the appropriate courts of Cagayan de
Oro City.

IN WITNESS WHEREOF, the parties hereto have hereunto set their

hands this ________ day of August, 2010 at Cagayan de Oro City, Philippines.

TAKANO HIDERNARI PHILIPPINE HONG KONG

First Party HONGCHENG CORPORATION
Second Party
ASANO YOSUKE
First Party Represented by:

FLORANTE KHU
President
 SIGNED IN THE PRESENCE OF:

1. NORIYUKI KIYOKAWA 2. _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)S.S.

CITY OF CAGAYAN DE ORO. . . )

BEFORE ME, Notary Public this ____ day of August, 2010 at Cagayan de
Oro City, personally appeared the following persons with their respective
Passport and CTC, to wit:

Name: Passport/
CTC No. Issued at: Issued on:

TAKANO HIDERNARI ______________ __________________ ______________

ASANO YOSUKE ______________ __________________ ______________
NORIYUKI KIYOKAWA 2653082 Japan Feb. 19,
2007
FLORANTE KHU ______________ __________________ ______________
All known to me and to me known to be the same persons who executed the
foregoing instrument consisting of two (2) pages has been signed by the
parties and their witnesses for the purpose herein set forth and they
acknowledged to me that the same is their free act and deed.

WITNESS MY HAND AND SEAL.

Doc. No._______;
Page No._______;
Book No._______;
Series of 2010.