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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

WE, MANUEL ELAN  and PLENA F. ELAN, of legal age, Filipino citizens and

residents of Shilan, La Trinidad, Benguet, Philippines, herein after referred to as theFIRST PARTIES;

-and-

REMY ALILIS SALIPAN, of legal age, married to Rudy Salipan, Filipino Citizen

and resident of Bakong, Loacan, Itogon, Benguet, hereinafter referred to as the

SECOND PARTY.

-WITNESSETH-

That the FIRST PARTIES are the owner of a certain parcels of land covered and

embraced by TRANSFER CERTIFICATE OF TITLES (TCT) No. T-8939 with an area of

TWO THOUSAND SIX HUNDRED SEVENTEEN (2,617) Square Meters; TCT No. T-

9039 with an area of ONE THOUSAND ONE HUNDRED SIXTY SEVEN (1,167) Square

Meters and TCT No. T-9157 with an area of THREE THOUSAND EIGHT HUNDRED

SEVENTY EIGHT (3,878) Square Meters, all parcels are located at Takian, La Trinidad,

Benguet;

That the FIRST PARTIES intent to sell the aforementioned parcels of land

covered by TCT Bo. 8939 and T-9039 and a TWO THOUSAND (2,000) SQUARE

METERS portion of TCT No. T-9157;

That the SECOND PARTY is interested and willing to buy at an amount of TWO

MILLION FIVE HUNDRED THOUSAND PESOS (P2,500, 000.00) Philippine Currency;

That the SECOND PARTY will secure a loan of ONE MILLION FIVE HUNDRED

THOUSAND PESOS (P1,500,000.00) from a private lender and the ONE MILLION

PESOS (P1,000,000.00) will be given as ADVANCE PAYMENT for the buying price of

P2.5 MILLION;

That the FIRST PARTIES will execute a SPECIAL POWER of ATTORNEY

(SPA) authorizing the SECOND PARTY to mortgage TCT No. T-8939 and TCT No. T-9039 which would be used by the SECOND PARTY to secure a loan with the PNB

Dagupan Branch;

That the SECOND PARTY will cause the Philippine National Bank (PNB),

Dagupan to issue a check with an amount of ONE MILLION FIVE HUNDRED

THOUSAND PESOS (P1,500,000.00) in the name of PLENA F. ELAN as assurance for

the payment of BALANCE of P1.5 MILLION and upon the approval and clear of loan by

the PNB, then the FIRST PARTIES will endorse or encash the check;

That the FIRST PARTIES and SECOND PARTY shall execute an Absolute Deed

of Sale on TCT No. T-8939; T-9039 and Portion of TCT No. T-9157 after the processing

of the papers;

That this Memorandum of Agreement shall take effect upon signing of this

instrument and shall be irrevocable except upon written consent of all the parties.

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  IN WITNESS WHEREOF, parties have hereunto affixed their signatures this

 ________ day of September, 2013 at Baguio City, Philippines.

Thumb Mark:

MANUEL ELAN  PLENA F. ELANFIRST PARTY FIRST PARTY

 __________________________ ___________________________

 __________________________ ___________________________

TESSIE A. DAGASEN

Witness to the ThumbMark

Thumb mark was executed by Manuel Elan in the presence of TESSIE A. DAGASEN

with residence and postal address at Binga, Tinongdan, Itogon, Benguet and in the

presence of the undersigned Notary Public.

REMY ALILIS SALIPAN

SECOND PARTY

 __________________________

 __________________________

Signed in the presence of:

 _____________________ and ______________________

Republic of the Philippines)

Done: City of Baguio ) S.S.

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in the City of Baguio, this ___________ of

September, 2013 appeared the above named persons known to me to be the same

persons who executed the foregoing instrument together with their witnesses andidentified by me through competent evidence of identity, presenting to me this integrally

complete instrument, representing that the signature in the foregoing instrument where

voluntarily affixed by them for the purpose stated and declaring to me that they had

executed the foregoing instrument as their free and voluntary act and deed. Manuel

Elan executed his thumb mark in the presence of Tessie A. Dagasen and the

undersigned counsel.

The foregoing instrument refers to a MEMORANDUM OF AGREEMENT, consist

of TWO (2) pages including the page on which this acknowledgment is written, has

been signed by the parties together with their witnesses each and every page hereof

and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. _________;Page No. ________;

Book No. ________;Series of 2013.