MEMORANDUM OF AGREEMENT (draft only) (Option 1 Comprehensive Package) Made between Mr. Philip L.

Cristobal , President Powers and Grant Sales Management Group with office address as Unit A 17 Francesca Towers , EDSA cor. Scout Borromeo St. South Triangle Quezon City herein referred to as the First Party And Ms. Marinette Paras, of MMP Development Inc,, with office address at _____________________ and herein referred to as the Second Party. That the Second Party has hired the services of the First Party as a Marketing Consultant for the projects of MMP Development Inc. particularly Camaya Hills, North Manhattan and Villa Elisa located in Mariveles Bataan , Gerona and Capaz Tarlac respectively. Responsibilities of the First Party: 1. Formulate the marketing plans for the abovementioned projects as its overall marketing consultant. Serves as the marketing consultant of MMP for the abovementioned projects and will be known as the consultant of MMP in house marketing department. 2. That the marketing plan will include pricing schemes, promotions strategies, project positioning and placement or channel development plans. 3. Organize the in house sales teams for each project composed of the in house sales managers and agents who will conduct the selling out and achievement of the sales targets. 4. Monitor the implementation of the marketing program from launching to selling out of the assigned projects. 5. Train the officers in charge particularly the Sales Managers who will handle the supervision and management of the sales force. 6. Appointment of independent agents and brokers who will sell all MMP projects within the required parameters given by the Second Party or the budgets submitted by the First Party. 7. Provide the necessary licensing requirements needed by the sales team and as required by the government regulations. 8. Hiring ,Training and managing the sales support group from the sales secretary , marketing officers if needed . 9. Handle the promotions design from sales collaterals to other promotional tools needed by the developer in order to sell out the project based on the target established by the group. 10. Conduct market and descriptive research for the projects as a necessary part of the success of the delivering or selling out of the project.

11. Provide sales policy, system integration and interdepartmental coordination with operations, accounting and engineering departments within the organization.

12. Recommend financing schemes to assist the developer in enhancing the saleability of the chosen project. 13. Submit annual and monthly sales forecast and sales budgets intended to provide profitability to the marketing group. The budgets should include the staff salaries (secretary, tripping drivers, marketing officers if needed) as well as allowances of the sales managers and agents, including flyers, brochures , sales materials and other collaterals. 14. That these budgets must be approved by the developer and released by the finance department based on the approved amount . Liquidation of the expenses will be the responsibility of the marketing department. 15. That the management of the sales department will be solely under the auspices of the First Party and any deviation from this will be made provided information in writing has been given to the department. 16. Ensures that the marketing department or the in house sales group achieves maximum profitability based on the commissions provided by the developer. 17. Provides regular consultation services to the developer on matters pertaining to the delivery of the sales targets as well as improvement of the project development. 18. Submits process workflow within the department as well as in relation to the needs of the customers and co employees. 19. Reports directly to the Developer with regards to the forecast submitted and the plans and programs required in the project. 20. Conducts weekly meeting among the sales teams, monthly coordination meeting with the developer and regular communication with regards to the project. 21. Handles all the concerns of the sales department particularly the sales managers and acts as the decision maker in resolving conflicts. 22. Responsible for the profit and loss performance of the in house marketing group and ensuring that the operations would be profitable. That the First Party will be responsible for delivering the results based on the forecasts and not as an employee of the Second Party. 23. The in house sales and marketing team will be the exclusive marketing arm of the MMP Development Inc.

Responsibilities of the Second Party: 1. Provide the compensation package of the First Party indicated herein as follows; a. Monthly Consultancy Fee of Fifty Thousand Pesos (P50,000.00) net of taxes and other deductions. Consultancy Fee will be released every 1st week of every month. b. Overrides of one (1%) per cent based on the total net sales of the group given upon completion of the full down payment of every sales .Releasing will be simultaneous with the commission of the salesforce. c. Reimbursements of the gasoline expense for the weekly visits made to the projects. 2. Ensure that the project will be completed based on the plans accorded to the marketing group and as provided for by the government regulations. 3. Provides the annual as well as marketing budgets with regards to the operations from office space, staffing and sales activities and marketing collaterals as approved in the budgeting process. 4. Legal protection and assistance arising from any issues with regards to the development of the projects. The Second Party will be solely responsible for completing the project based on the time line given to the marketing team and the consuming public and any deviation therein will be the responsibility of the Second Party. That this consultancy agreement is made within the bounds of the personal capacity of the First Party and not between the two companies or entities Powers and Grant and MMP development. 5. Provision of the sales or marketing office, salaries of the staff as duly approved as well as the allowances of the sales force. 6. Ensures that the allowances, commissions and incentives approved in the budgets will be released on time . 7. Preparation of all documents needed by the sales department with regards to the reservation forms, letter of intent , contract to sell,deed of restrictions and other relevant items necessary to the resolution of the sales transactions. 8. Provision of the tripping vehicle for the use of the marketing group wherein management of the driver and the vehicle will be for the account of the marketing department and monitored by the operations department. 9. Permits and other government requirements pertaining to the project such as development permits, license to sell and other related documents.

It is understood that THERE IS NO EMPLOYEE AND EMPLOYER relationship between the two parties and that this contract has been done in good faith and serves as the consultancy services contract provided by the First Party.

That this contract is made effective upon its signing and will be at a minimum of one year or twelve (12) months from the date of its approval and may be renewed or terminated provided written notice is given by one of the parties. That in case this contract is terminated by the Second Party, the First Party can have an option to apply as a broker for the abovementioned projects with the consent of the First Party.

APPROVED:

Mr. Philip L. Cristobal President Powers and Grant Inc.

Ms. Marinette Paras President MMP Development Inc.

WITTNESSETH:

___________________________

____________________________

MARKETING CONSULTANCY OPTIONS FOR MMP Development Inc.

Option 1 Comprehensive Outsourcing Consultancy Package:

a. Formulation of the Marketing Plans b. Organize In House Marketing Group or Department c. Achievement of the Sales Targets Compensation Fee: 1. Monthly Consultancy Fee of P50,000.00 2. Overrides of 1% on all sales generated by the in house group. 3. Actual Gasoline Expense on weekly visits to the project.

Option 2 Marketing Program Consultancy Package:

a. Marketing Research b. Submission of Marketing Plan c. Six (6) Month Monitoring Compensation Package: 1.Acceptance Fee of P50,000.00 2. Market Research Fee of P50,000.00 for every project. 3. Overrides of 1% for all sales generated within a period of six months from the date of the launching. 4. If no monitoring is required , Market research Fee is P75,000.00 for every project.

PROPOSED STRUCTURE:

President MMP Devt. Inc.

Marketing Department Consultant Mr. Cristobal

Finance & Admin.

MMP In House Sales Manager

Sales Admin Secretary

Operations

In house Sales Foirce Brrokers

Systems: 1. 2. 3. 4. 5. 6. MMP In house marketing group will have its own budgets and profit and loss responsibilities. All budgets must be approved by the Developer prior to its execution. Marketing will handle all the details of the promotions and delivery of sales target. MMP In house Sales Marketing Group exclusively sells the projects of the developer. Commission Releasing will be for the account of the Accounting Department. Acceptance of the Reservation forms and payment will be for the account of the marketing group and subsequent payments will be under the responsibilities of the developer.

Profit and Loss Business Model for Marketing: 1. 2. 3. 4. 5. The marketing department will have its own profit centers working on its own project. Expenses incurred will be duly approved by the Developer. Forecasts on sales will be submitted annually. Income statement will be submitted as a basis of profitability. Return on Sales of at least 1% will be retained.

Sample Computation: This sample computation is still upon approval of the developer and will be based on the forecast and expenses submitted by the Marketing Group. This is just an assumption and will only cause to show as guide of the developer. Projected Monthly Sales : P10 Million

Gross Commission extended to Marketing : 8% or lower depending on the saleability of the project. Commission Budget : 6% including overrides of the Marketing consultant

Gross Margin for Marketing: 2% in case of 8% given by the developer to Marketing Gross Income Estimate for Marketing for sales of P10 Million P200,000.00 or 2% of P10 Million Overhead : Office Rentals Secretary Driver : Gasoline Sales Manager P 5,000.00 P8,000.00 P8,000.00 P8,000.00 P15,000.00

Total Overhead of Marketing P 44,000.00 Advertising and Promo Budget: Flyers Open Houses Training P20,000.00 P5,000.00 P5,000.00

Incentives Streamers Miscellaneous

P5,000.00 P5,000.00 P10,000.00

Total Advertising and Promo Budget P 50,000.00 Total Monthly Budget P94,000.00

Profit and Loss : Gross Income on Sales of P10Million at 2% : Less Budget on Overhead and Advertising & Promo: Income Generated by Marketing : Or Return on Sales of P200,000.00 P94,000.00 P106,000.00 1.06%

Note: Expenses will be dependent on the sales forecast given by the marketing department and as required by the developer. The budgets will likewise be dependent on the capabilities of the developer to support the marketing group and its selection of goals.