MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE Presents:

This Agreement made and entered into by and between:

ECO GLOBAL BIO OILS INC, a corporation duly organized and existing
in accordance with law, with postal address at Unit SR5, 2/Fl., Metz
Arcade, Capitol Road, Cagayan de Oro City, hereinafter referred to as the
“ECO-GLOBAL”, represented by its Chief Operating Officer, Mr. Kwa Chil
Oh

- and -

SANGGUNIANG BARANGAY OF ___________ , Municipality/City of

_________, Province of _______________ with postal address at
___________ Barangay Hall, herein represented by its Barangay
Captain, duly authorized by virtue of Barangay Resolution
____________, hereinafter referred to as the BARANGAY”.

- WITNESSETH -

WHEREAS, ECO-GLOBAL is engaged in the business of providing Jatropha (Tuba-

tuba) seedlings/trees to various individuals/entities who plant and cultivate the same and
thereafter harvest the Jatropha seeds produced in order to be exclusively sold to ECO-
GLOBAL;

WHEREAS, BARANGAY is willing and has agreed to provide the land, labor and other
agreed capital for carrying-out the planting and cultivation of Jatropha seedlings/trees as
well as the harvest of Jatropha seeds for sale exclusively to ECO-GLOBAL;

NOW THEREFORE, for and in consideration of the foregoing premises, the parties
hereto have agreed as follows:

1. BARANGAY PROJECT:

The BARANGAY shall adopt the planting of Jatropha seedlings/trees as a

Barangay Project (the Project) by causing the planting of Jatropha
seedlings/trees along the roadsides and all other vacant areas under its
jurisdiction.

All expenses permits, licenses, taxes, and other expenses related to the use
of the roadsides and all other vacant areas under its jurisdiction provided by
the BARANGAY shall solely be for the account of the BARANGAY.

The BARANGAY shall perform everything required to recruit persons or

entities interested in assisting it in the Project including the planting and the
caring for the Jatropha seedlings/trees, and the harvesting of the seeds
thereof.

2. SUPPLY OF JATROPHA SEEDLINGS/TREES:

ECO-GLOBAL shall perform everything necessary to supply and deliver

Jatropha seedlings/trees and microbial fertilizers to the above-indicated
postal address of BARANGAY.

3. EXCLUSIVE BUYING RIGHTS:

The BARANGAY agrees that the Jatropha seeds produced by the

BARANGAY under this Agreement are intended for ECO-GLOBAL’s own
consumption and as a consequence, the said seeds can only be exclusively

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 sold to the latter. In no event shall the said Jatropha seeds harvested by the
BARANGAY be sold, transferred, conveyed or given away to any other party
unless there is a subsequent agreement mutually entered by the parties
hereto;

ECO-GLOBAL shall buy all the Jatropha seeds produced and harvested by
the BARANGAY for the duration of this agreement. However, ECO-GLOBAL
shall have the right to reject seeds which do not meet its desired quality and
standards standard can be amended ECO-GLOBAL from time to time.

4. SELLING PRICE AND PAYMENT:

ECO-GLOBAL shall pay BARANGAY for the harvested Jatropha seeds,

subject to any additions or deductions provided herein, the amount of Pesos
___________________________________ (P____________.00/______) per
kilogram.

The said price shall be subject to adjustment as the parties to this contract
may hereafter mutually agree.

Payments shall be made and given by ECO-GLOBAL to the bank account of

the BARANGAY three (3) days after the seeds are delivered to ECO-GLOBAL
and accepted by the latter after a quality inspection conducted by the latter.

5. PREVENTION AND MONITORING:

The BARANGAY shall monitor and make sure that all Jatropha
seedlings/trees and/or microbial fertilizers delivered to its are planted along
roadsides and all other vacant areas under its jurisdiction only and that no
Jatropha seedlings/trees and/or microbial fertilizers will be planted/used in
private lands without the consent of the owners thereof nor microbial fertilizers
be used for any other purpose other than for the Project.

BARANGAY shall also monitor and make sure that all Jatropha seeds
produced from the Project shall be exclusively sold to ECO-GLOBAL. In the
event that Jatropha seeds harvested from the Project are sold or are being
sold, transferred, conveyed or given away to other parties (hereinafter the
“THIRD PARTIES”), the BARANGAY is hereby obligated to immediately take
measures to stop such sale or conveyance and prevent the same from further
happening as well as report any such incident to ECO-GLOBAL. All expenses
arising from the performance of this obligation shall be solely shouldered by
the BARANGAY.

6. OWNERSHIP OF THE SEEDLINGS/TREES:

Ownership of all Jatropha seedlings and trees that will be delivered to

BARANGAY by ECO-GLOBAL shall remain with ECO-GLOBAL and as such
may be removed uprooted or otherwise disposed of by ECO-GLOBAL upon
the termination of this Agreement without incurring any liability in whatsoever
form or manner.

7. DEGREE OF CARE:

BARANGAY is hereby obligated to take due care and maintenance of the

Jathropa seedlings/trees with the care and diligence of a good father of a
family.

8. PENALTY CLAUSE:

BARANGAY shall compensate ECO-GLOBAL for ten (10) times the value of
the Jatropha seedling/trees at the time of their delivery should BARANGAY

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 intentionally destroy the trees, its fruits and by-products or if it sells, conveys,
transfers, or gives away the said seedlings/trees to THIRD PARTIES.

The cost of any Jatropha seeds sold to THIRD PARTIES shall be deducted
from the BARANGAY’s account for the next harvest and will constitute as a
breach if it is established that the failure to prevent such sale to THIRD
PARTIES was due to the BARANGAY’s failure to exercise the necessary
diligence to stop or prevent the same or for failing to report to ECO-GLOBAL
of any occurrence of prior sale to THIRD PARTIES. All expenses for such
prevention and monitoring shall be borne by the BARANGAY.

9. DELAY OF HARVEST:

In the event that BARANGAY is unwilling or unable to harvest at any season

despite reasonable occasion to do so, ECO-GLOBAL shall have the right to
harvest the seeds. For this purpose, BARANGAY hereby waives any
objections it might have to such harvesting and shall allow ECO-GLOBAL
unrestricted access to the area for such purpose. The expense of such
harvest shall thereafter be deducted against payment due to BARANGAY for
the price of such harvested seeds. Should BARANGAY be ready, willing and
able to resume harvesting, ECO-GLOBAL shall restore this right to
BARANGAY.

10. DISSEMINATION:

The BARANGAY shall disseminate any information from ECO-GLOBAL which

the latter had expressly stated to be relayed to the participants in the Project.

The BARANGAY shall also actively engage in promoting to landowners and

other Barangays the benefits of devoting land for Jatropha planting, cultivation
and harvesting. Furthermore, it shall assist ECO-GLOBAL in its marketing
campaigns provided that the costs for such will be shouldered by ECO-
GLOBAL and that the latter has expressly solicited such assistance or gave its
consent to the same.

11. DUTY TO INFORM:

The BARANGAY shall verify and inform ECO-GLOBAL on any matter

regarding any controversy which will affect the peaceful and lawful
ownership/possession of lands within five (5) days upon knowledge thereof.
Any damage caused to ECO-GLOBAL by the BARANGAY’s failure to inform
the former of the same shall be set-off against the latter’s due or pending
commission.

12. DURATION AND EFFECTIVITY:

The rights and obligations to be exercised and performed under this contract
shall have a duration and effectivity for a period of _____ (__) years and which
period shall commence on _________________ and shall terminate and/or be
completed on ___________________________. This is without prejudice to
any premature termination caused by the failure of the BARANGAY to abide
by its obligations herein or to comply with periodic evaluations that will be
conducted by ECO-GLOBAL to determine compliance of the BARANGAY with
the provisions of this agreement.

13. RENEWAL:

This agreement may be renewed for an additional period upon the written
agreement of the parties under such terms and conditions as may be
acceptable to them. This agreement is deemed renewed for a like period
under the same terms and conditions if no written notice of termination is
received by either party forty five (45) days before its expiration.

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14. EXPENSES:

BARANGAY shall bear its own expenses in relation to the negotiation,

execution, observance and performance of its rights and obligations under this
agreement.

15. EXCLUSIVITY:

The business arrangements contemplated under this agreement shall remain

valid and shall be exclusive as between ECO-GLOBAL and BARANGAY from
the date hereof and until the termination of this agreement (The
“EXCLUSIVITY PERIOD”). Accordingly, the BARANGAY undertakes that it will
not, during the exclusivity period, entertain nor accept any offer relating to the
transaction, whether in whole or in part, nor provide or furnish any information
on the transaction to any third party or with a view to soliciting an offer relating
to the transaction.

16. NON-COMPETITION:

BARANGAY covenants and agrees not give or render services nor invest nor
acquire any interest in, any corporation or any other business organization, a
substantial portion of the business of which is the same as, related to, or
complementary to the business of ECO-GLOBAL or its affiliates or
subsidiaries during the term of this agreement. BARANGAY also covenants
and agrees that for two (2) years following termination of this agreement, to
not, in any manner, solicit or cause to be solicited business in competition with
ECO-GLOBAL, or its affiliates or subsidiaries, any persons or companies who
were or are employees, customers or reasonably firm prospective customers
of ECO-GLOBAL or its affiliates or subsidiaries. BARANGAY hereby agrees to
these restrictions in recognition that the imposition of such restriction may be
essential to the success of ECO-GLOBAL and the livelihood of its employees.

17. NOTICES:

Except as may otherwise be specifically provided, all notices to be given to

ECO-GLOBAL and to the BARANGAY shall be given at their addresses as
provided above.

18. ACCURACY OF ACCOUNT:

BARANGAY’s statement of account summarizing the amounts owed by ECO-

GLOBAL to BARANGAY shall be deemed correct and binding on both parties
unless ECO-GLOBAL delivers to the BARANGAY, as properly received, a
written notice of any error or deficiencies in the statement giving details of
subject differences, if any, within 15 days from the date the said statement is
issued by BARANGAY.

19. DISPUTES:

In the event of any dispute arising from this agreement, the parties agree to
submit their dispute to Commercial Arbitration before the Philippine Dispute
Resolution Center, Inc. This is without prejudice to the filing by any of the
parties of the necessary action in a Court of competent jurisdiction for interim
measures and/or provisional relief to prevent irreparable loss or injury and/or
to compel any other appropriate act or omission.

20. COMPLIANCE WITH LEGAL REQUIREMENTS/REGISTRATION:

All governmental, regulatory and other filings, registrations and other legal
requirements required to make this agreement valid and enforceable shall be

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 the responsibility of the BARANGAY. All costs and expenses incurred in
connection with the same shall be for the exclusive account of the
BARANGAY.

21. MISCELLANEOUS PROVISIONS:

No other terms. No terms and conditions other than those specifically stated
in this contract shall be recognized. Under no instance shall the BARANGAY
interfere with the conduct of any sale as well as any matter appurtenant
thereto between ECO-GLOBAL and the CONTRACT GROWERS.

Language. This agreement is in the English language, which language shall

be controlling in all aspects. All versions hereof in any other language shall
have been prepared solely for the convenience of the parties and shall be
subject to the English language provisions hereof.

Interpretation. The parties agree that any rule stating that ambiguities are to
be resolved against the drafting party shall not be applied in the construction
of this agreement.

Headings. Headings as to the contents of particular articles of this agreement

are provided for convenience only and are in no way to be construed as part
of this agreement, as a limitation of the scope of the particular paragraphs to
which they refer, or for any other purpose.

Gender. Whenever applicable, the pronouns designating the masculine or

neuter gender shall apply equally to the feminine, neuter and masculine
genders. Furthermore, whenever applicable within this Agreement, the
singular shall include the plural.

Successors or assigns. This agreement shall be binding upon and inure to

the exclusive benefit of the parties and their respective successors and
assigns, except that neither party may assign or transfer any of its rights or
obligations under this agreement without the prior consent of the other party.
No assignment or transfer of this contract after its acceptance shall be binding
upon the parties hereto unless agreed upon in writing by and between both
parties. Save as otherwise set forth herein, no other person shall have any
right, benefit, priority or interest under or by virtue of this agreement.

No partnership or other relationship. The parties agree that there is no

partnership or other relationship in which a party has, or has had any interest,
in the business or affairs or assets of the other party or its affiliates. No party
is the agent of the other and no party is authorized to take any action on
behalf of the other, except as expressly set forth herein.

No agency. BARANGAY shall have no authority to assume or create any

obligation, commitment or responsibility for or on behalf of ECO-GLOBAL or
otherwise bind ECO-GLOBAL except when it is so authorized in writing by
ECO-GLOBAL’s authorized representatives or as is specifically provided
under this engagement.

Business risk. Both parties understand and acknowledge that they have
conducted an independent investigation of the business venture contemplated
by this agreement and that both understand and acknowledge that the
business under this agreement involves risks and that volume, profit, income
and success, if any, are dependent upon each parties’ ability as an
independent business operation. Both parties acknowledge that no
representations or statements of actual average, projected or forecasted
sales, profits or earnings have been made with respect to the business
contemplated under this agreement, and that both have not received or relied
upon any representations about the business contemplated under this
agreement by the other party, or its officers, directors, employees or agents

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 that are contrary to the terms hereof. Both parties have been supplied with all
information each has requested to make a judgment regarding entering into
this agreement.

Severability. If one or more provisions of this agreement shall be held invalid,

illegal or unenforceable, the remaining provisions shall remain valid and shall
be given full force and effect provided that the same could stand
independently of the provisions held to be invalid, illegal and unenforceable.

IN WITNESS WHEREOF, the Parties hereto have hereunto affixed their

signatures this day of ___________ 200_ at _______________, Philippines.

ECO GLOBAL BIO OILS INC., }

KWA CHIL OH } ______________________
Chief Operation Officer }

_________________________ } ____________________
Witness }

_________________________ }
_________________________ }
_________________________ }

_________________________ } ____________________
Witness }

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

_____________________________ } SS

Before me, a Notary Public for and in ________________, on this _______day of

_________________, personally appeared:

Name CTC/Passport No. Date/Place Issued

1. KWA CHIL OH
2.

known to me to be the same persons who executed the foregoing instrument, and
acknowledged to me that the same is their free and voluntary act and deed. This
instrument consists of _____ (__) pages including this page where this acknowledgment
is written, signed by the parties hereto and their instrumental witnesses.

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

NOTARY PUBLIC
Doc. No. ____;
Page No.____;
Book No.____;
Series of 200_.