MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This instrument is made, entered and executed by and between:

SPOUSES JOSE ROEL T. SUMAMPONG and WILVETTE A.

SUMAMPONG, of legal age, Filipinos, and residing at #290 Tres De Abril St., Cebu
City hereinafter referred to as the first party;

- and -

SHEILA M. COLOMBO, Filipino, of legal age and with residence at Block 13,
lot 22, La Aldea Buena Subdivision, Timpolok, Lapu Lapu City, Cebu, married to
CARLO COLOMBO, Italian, hereinafter referred to as the second party;

WITNESSETH:
WHEREAS, the first party are the absolute and registered owners of a parcel of
land without improvements located at Lot 23, Block 13, La Aldea Buena Mactan
Subdivision, Babag I, LapuLapu City, covered by Transfer Certificate of Title No.
59942, issued by the Register of Deeds of Lapu Lapu City, and more specifically
described as follows, hereafter collectively referred to as Property:

“A parcel of land (Lot 23, Block13, of the cons. –subdivision pan, pcs-
07-004599, being a portion of cons.-subdivision of Lot 147-B-1- & 1477-C-3,
(LRC) Psd 1176990), situated in the Barrio of Babag, City of Lapu-Lapu,
Province of Cebu, Island of Mactan. . . . containing an area of Forty Eight (48)
Square Meters, more or less covered by Transfer Certificate of Title No. 59942.

WHEREAS, whereas the second party intends to buy from the first party the
above-described parcel land together with all its improvement for the sum of One
Million Fifty Thousand Pesos & 00/00 (PHP1,050,000.00) Philippine Currency;

WHEREAS, above-mentioned parcel of land is mortgaged to Home

Development Mutual Fund (HDMF) wherein there is an outstanding balance as of
February 28, 2013 in the sum of P636,770.54;

WHEREAS, the first party agrees with the offer made by the second party
subject to the agreement that the first party will only accept the P413,229.46 because
the second party will be the one who will pay the outstanding balance with
Development Mutual Fund (HDMF);

WHEREAS, parties further agrees that the first party shall be the one who will
pay the real estate tax and the capital gains tax while the second party shall be the one
who will pay the documentary stamp tax, transfer tax and registration fees.

NOW, therefore, for and in consideration of the foregoing premises, the parties
hereby agree the following condition:

1. That since the parties have agreed that the first party shall be the one who
will pay the real estate tax in the amount of P14,732.28 and the capital gains
tax in the amount of P63,000.00, upon the signing of this agreement, the
second party shall pay to the first party the sum of P335,487.18 representing
the full payment of the sale less the outstanding balance from the
 Development Mutual Fund (HDMF) and the capital gains tax and the real
property taxes;

2. The upon signing of this agreement, the first party shall execute a Deed of
Absolute Sale in favor of the second party, the first party shall likewise sign
an acknowledgment receipt stating that they have received the full amount
of the sale mentioned in the preceding paragraph;

3. That the selling price shall include the following furniture and appliances
found on the property, to wit:
a. One unit Condura aircon
b. One bed complete with foam mattress
c. All built-in wardrobe cabinets
d. One unit Orocan Wardrobe organizer
e. Built-in kitchen cabinets
f. One unit Samsung TV set
g. One unit TV cabinet holder
h. One unit Samsung refrigerator
i. Various curtain rods
j. Various other household items

IN WITNESS WHEREOF, the parties hereby affixed their respective signature

this __ day of February 2013 at Cebu City, Philippines.

FIRST PARTY:

JOSE ROEL T. SUMAMPONG WILVETTE A. SUMAMPONG

SECOND PARTY:

With Marital Consent:

SHEILA M. COLOMBO CARLO COLOMBO

SIGNED IN THE PRESENCE OF:

_____________________________ _____________________________
Name: Name:

2
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

City of Cebu ) S. S.

BEFORE ME, a Notary Public, for and in the City of Cebu, Philippines, this __
day of February, 2013 personally appeared the following with their respective
competent proofs of identity, to wit:

NAME COMPETENT PROOF OF IDENTITY

Jose Roel T. Sumampong

Wilvette A. Sumampong

Postal ID No. 71668358, Issued by the Postal

Sheila M. Colombo Administration of the Philippines

Passport No. AA2732036, Issued by IL

Carlo Colombo MINISTRO, DEGLI AFFARI ESTERI, Italy

All of whom are known to me and to me known to be the same persons who
executed the foregoing instrument and they acknowledged to me that the same are
their own free and voluntary act and deed as well as the free act and deed of the
entities they represent.

This Memorandum of Agreement consists of four (4) pages including the

page upon which this acknowledgment is written, had been signed by the
parties and their instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL this __ day of February, 2013 at Cebu City,
Philippines.

Doc. No. ___

Page No. ___
Book No. I
Series of 2013.