MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT, made and executed by and between ROMEO of legal age, married
to Susan, Filipino, with residence and post-office address at ___________., Baguio City,
hereinafter known as the FIRST PARTY , and ALEXANDER , of legal age, Filipino, single
with residence and postal address at ____________, Baguio City, hereinafter known as the
SECOND PARTY , agree to the following:

1. That the FIRST PARTY hereby conveys, transfers and assigns unto the SECOND
PARTY one(1) Isuzu Mini Bus with Chasis Serial No. SPMM 40115-910, Motor No.
341328 under Certificate of Registration Receipt No. 00502018 for a consideration in the
amount of THREE HUNDRED THOUSAND PESOS (P 300,000.00), subject to the
following conditions to wit:

a) The SECOND PARTY shall pay the amount of

ONE HUNDRED TWENTY FIVE THOUSAND PESOS (P
125,000.00) in CASH, ONE HUNDRED THOUSAND PESOS
(P 100,000.00) as advance payment, and the remaining
TWENTY FIVE THOUSAND PESOS (P 25,000.00) is to be
paid in two(2) equal installments within two(2) weeks from the
date of execution of this AGREEMENT;

b) The full amount of TWENTY FIVE THOUSAND

PESOS (P 25,000.00) shall automatically become due and
demandable on April 3, 2003, without need of any written
demand;

c) With regard to the remaining ONE HUNDRED

SEVENTY FIVE THOUSAND PESOS (P 175,000.00) of the
purchase price, the SECOND PARTY shall pay the same by
assuming the loan of the FIRST PARTY with the Rural Bank of
Luna, Quirino Branch, Pangasinan;

d) In addition to the agreed price of P300,000.00, the

SECOND PARTY shall also assume the obligation of the
payment of royalty fees in the amount of SEVENTY FIVE
THOUSAND PESOS (P75,000.00) to Ms. Lorena Cacdac, the
President of Byron Bus Lines;

e) The SECOND PARTY shall also assume the full

responsibility and expenses of the registration, maintenance,
insurance and all other incidental matters pertaining to the said
Mini Bus and shall absolve the FIRST PARTY of any liability
with regard thereto by assuming the said liabilities, past, pending
or future;

f) Ownership of the aforementioned Mini Bus

shall remain with the FIRST PARTY until the SECOND
PARTY has fully complied with all the conditions above-
mentioned;

g) Non-compliance with the above-stated conditions

shall result in the automatic cancellation of this agreement,
reversion of the possession of the Mini Bus from the SECOND
 PARTY to the FIRST PARTY and whatever sums already paid
shall be forfeited in favor of the FIRST PARTY;

PAGE TWO
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IN WITNESS WHEREOF the said parties have hereunto set their hands, this
___th day of March, 2004 at Baguio City, Philippines.

ROMEO ALEXANDER
First Party Second Party
C.T.C. No. ________ C.T.C. No. ________
On _______________ On _______________
Issued at Baguio City Issued at Baguio City

WITNESSES:

__________________________ __________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
DONE IN THE CITY OF BAGUIO ) S.S.

BEFORE ME, a Notary public for and in the City of Baguio, Philippines, came
and appeared the parties at Baguio City, Philippines known to me and to me known to be
the same persons who executed the foregoing instrument relating to an agreement,
consisting of two (2) pages, including that on which this acknowledgment is found,
which they acknowledged before me as their free and voluntary act and deed. I hereby
certify that the FIRST PARTY is personally known to me as a Filipino citizen.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

seal this ____ day of March, 2004, at Baguio City, Philippines.