DATED THIS 25TH DAY OF FEBRUARY 2016

Between

ADOR FUND LTD.

as the Purchaser

and

EMPIRE CONGLOMERATE

as the Seller

________________________________________________________________

SALE AND PURCHASE AGREEMENT

relating to an aggregate 95.8% of
100% of all the share capital of
Empire Brandy Refinery Corporation

________________________________________________________________
THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is made on the 25th
day of February 2016.

BY AND BETWEEN:

(1) Ador Fund Ltd. and having its principal office at PNB Financial Center, Diosdado
Macapagal Blvd, Pasay, Metro Manila, represented herein by Liza Sandoy,
Corporate Secretary (the "Purchaser"),

-and-

(2) Empire Conglomerate and having its principal office at Penthouse 9, Arthur Suites,
Iloilo City, Philippines, represented by Norwin Diaz, Chairman of Board of
Directors ( “Seller”).

WHEREAS:

(A) Empire Conglomerate, (Company Registration No.CS200910342) was

incorporated in the Philippines and has 100,000 Common Shares.

(B) The Seller has agreed to sell to the Purchaser, and the Purchaser has agreed
to purchase from the Seller, the Sale Shares, on the terms and subject to the conditions
contained in this Agreement.

NOW, THEREFORE, for and in consideration of the above premises which form an
integral part of this Agreement and the covenants, agreements, and representations set
out below, the Parties agree as follows:

ARTICLE 1
Purchase and Sale of the Sale Shares.

Subject to the terms and conditions of this Agreement, the seller shall sell to the
purchaser a total of 95.8% of all the shareholdings of the Empire Conglomerate for
the amount of US$280.7 million.

ARTICLE 2
Mode of Payment

(a) Payment shall be made through the deposit of $US 250-million into the bank
account of Empire Conglomerate.

(b) The remaining $US 30-million is to be deposited into an escrow account in

favor of Empire Conglomerate which shall be released on 1 July 2017 on the
condition that there are no additional liabilities of Empire Brandy Refinery
Corporation.

(c) Further, any additional liability which may be discovered shall be reimbursed
to the Purchaser by the Seller.

ARTICLE 3
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ARTICLE 4
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ARTICLE 5
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ARTICLE 7
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ARTICLE 8
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ARTICLE 9
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ARTICLE 10
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ARTICLE 11
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ARTICLE 12
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ARTICLE 13
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ARTICLE 14
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ARTICLE 15
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ARTICLE 16
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ARTICLE 17

Any disputes arising between the parties should be first resolved by negotiations
between the management of both parties. If such dispute is not resolved within 60 days
it shall finally be settled under the Rules of Arbitration of the PACV by three arbitrators
appointed in accordance with the said rules.

SELLER:

EMPIRE CONGLEMARATE

Signed by:

NORWIN DIAZ
Chairman of the Board of Directors, EMPIRE CONGLOMERATE
Penthouse 9, Arthur Suites
Iloilo City, Philippines

PURCHASER:

ADOR FUND LTD

Signed by:

LIZA SANDOY
Corporate Secretary, ADOR FUNDS LTD.,
PNB Finacial Center, Diosdado Macapagal Blvd.,
Pasay City, Metro Manila
Philippines