MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed by and between:

TEKTON ENTRE-WORKERS COOPERATIVE (TEKWORK) - CEBU, a non-stock, non-profit service cooperative duly organized and existing under Philippine laws, with office / business address at 2nd Floor, Metrobank Building Pelaez St., Cebu City, Philippines, duly represented herein by EDWIN C. CHAVEZ, Chairman of the Board of Directors, hereinafter referred to as the COOPERATIVE; And SUREBRIGHT MAINTENANCE AND MANPOWER SERVICES, a domestic sole proprietorship duly organized and existing under Philippine laws with office/business address at 2nd Floor, Angel Buns Bakeshoppe, Tabuc-tubig Dumaguete City, Negros Oriental, represented herein by RAUL M. VILLANUEVA, General Manager, hereinafter referred as the COMPANY;

WITNESSETH: The parties hereby bind themselves to undertake this Memorandum of Agreement for the purpose of transferring the operations of the COMPANY to the COOPERATIVE under the following terms and conditions: 1. The COOPERATIVE shall tender a one-time payment in cash to the COMPANY in the amount of PESOS: ONE HUNDERED SEVENTY THOUSAND (P170, 000.00) ONLY as buy out price. 2. The COOPERATIVE shall make available to the COMPANY the amount of PESOS: FIVE HUNDRED THIRTY THOUSAND (P530, 000.00) ONLY representing the total unpaid salaries of all its employees for the month of November 2011. The amount referred to shall be made available by the COOPERATIVE to the COMPANY by way of a loan assistance subject to interest rate of 12% per annum; 3. By way of collateral, the COMPANY shall assign all its existing receivables to the COOPERATIVE through a duly executed Deed of Assignment and execute a Real Estate Mortgage (REM) in favor of the COOPERATIVE on any unencumbered real estate property(ies) with an appraised value of at least P900,000, located in Dumaguete City and owned by the COMPANY or registered in the name of MR. RAUL M. VILLANUEVA;" 4. The COMPANY shall endorse to the COOPERATIVE all existing MEMORANDA OF AGREEMENT and other contracts with existing business clients and all existing Employment Contracts with its employees; 5. The COOPERATIVE shall not be held liable for all other undisclosed obligations of the COMPANY to the government such as, but not limited to, SSS premiums, Philhealth, Pag-ibig, taxes, and other liabilities. Neither shall it be held liable for the COMPANYs mandated obligations to its employees such as unpaid salaries, 13th month pay, bonuses and the like. 6. This Memorandum of Agreement shall become effective upon signature of both parties and implementation will begin immediately thereafter.

In witness whereof, the parties have signed this Memorandum of Agreement at Cebu City, this ________ day of __________________ 2011.

TEKTON ENTRE-WORKERS COOP (TEKWORK) - CEBU

SUREBRIGHT MAINTENANCE AND MANPOWER SERVICES

_____________________________ EDWIN C. CHAVEZ BOD Chairman

______________________________ RAUL M. VILLANUEVA General Manager

SIGNED IN THE PRESENCE OF:

______________________________ Signature Over Printed Name

______________________________ Signature Over Printed Name

REPUBLIC OF THE PHILIPPINES City of Cebu ACKNOWLEDGEMENT BEFORE ME, a Notary Public for and in the City of Cebu, Philippines, personally came and appeared Mr. Edwin C. Chavez with Community Tax Receipt No. 10321480 issued on January 10, 2011 at Cebu City, Philippines, known to me to be same persons who executed the foregoing Memorandum of Agreement and they acknowledged to me that the same is their free and voluntary act and deed.

NOTARY PUBLIC

REPUBLIC OF THE PHILIPPINES City of Dumaguete

ACKNOWLEDGEMENT BEFORE ME, a Notary Public for and in the City of Cebu, Philippines, personally came and appeared Mr. Raul M. Villanueva with Community Tax No. __________________ issued on ___________ at Dumaguete City, Philippines, known to me to be same persons who executed the foregoing Memorandum of Agreement and they acknowledged to me that the same is their free and voluntary act and deed.

NOTARY PUBLIC