CONTRACT TO SELL

This Contract to Sell, made and executed on this 31st day of March 2012 at Loft
3 Joya Lofts and Towers, Rockwell, Makati City by and between:

ROMANO S. ONG,

Filipino, of legal age and a resident of BATAAN,

(hereinafter referred to as the “SELLER”)

- and –

MEGA MONEY CORPORATION (MMC),

a corporation duly incorporated in accordance to the laws of the Republic of

Philippines,

(hereinafter referred to as the “Buyer”):

WITNESSETH THAT-

WHEREAS, the SELLER is the registered owner of the lot located at BATAAN, and
covered by Transfer Certificate of Title No. 12345 of the Registry of Deeds for
Bataan (the “Subject Property”), attached hereto and made an integral part
hereof as Annex 1;

WHEREAS, the BUYER has inspected the Subject Property, its location, boundary
and condition to its satisfaction and has offered to buy the Subject Property;

WHEREAS, the SELLER is willing to sell the Subject Property to the Buyer;

NOW THEREFORE, for and in consideration of the foregoing premises, the

SELLER hereby agrees to sell and the BUYER agrees to purchase, the Subject
Property described in Annex 1 hereof, subject to the terms and conditions
stipulated herein.

1. SUBJECT PROPERTY

The property which is the subject of this Contract To Sell refers to a lot
located at Bataan, with a total lot area of 3.5 hectares, more or less, which is
covered by Transfer Certificate of Title No. 12345, issued by the Registry
of Deeds for Bataan in the name of the SELLER, (the “Subject Property”).

2. PURCHASE PRICE

2.1. The purchase price of the Subject Property is Pesos: Fifty Million (P
50,000,000.00) Philippine Currency (hereinafter referred to as the “Purchase
Price”), payable by the BUYER to the SELLER, as follows:
 a. Downpayment of 10% which amounts to Five Million Pesos
(P5,000,000.00) to be padi at the signing of the contract.
b. The balance: In the amount of Forty-Five Million Pesos
(P45,000,000.00) to be paid within 60 days after the fulfillment of
conditions stipulated in Section 4, hereof.

3. POSSESSION OF PROPERTY

Nothwithstanding payment of the portion of the Purchase Price referred to in

Section 2 (a), the SELLER shall remain in possession of the Subject Property
subject to the terms and conditions of this Contract.  The SELLER’s rights of
possession and use shall continue until the fulfilment of the conditions
stipulated in Section 2.1 (b) and Section 4 have been fulfilled, thereupon the
SELLER shall turnover possession, use and enjoyment of the Subject Property
to the BUYER.

4. TRANSFER OF TITLE/OWNERSHIP

4.1. Title to and ownership and possession of the Subject Property shall
remain with the SELLER and shall pass and be transferred to the BUYER only
upon receipt by the SELLER of full payment of the Purchase Price (herein
stated in Section 2) and delivery of the transfer certificate of title covering
the Subject Property provided that the acquisition of the shares of GOLDEN
TREASURE CORPORATION has succeeded.

4.2. Upon full payment of the Purchase Price, the SELLER shall deliver to the
BUYER, the following:

a. The Deed of Absolute Sale covering the Subject Property duly signed
by SELLER and BUYER and notarized.
b. Original Copy of Owner’s Duplicate Copy of the Transfer Certificate of
Title covering the Subject Property, in the name of the SELLER, free
and clear of any lien, charge or encumbrance;
c. The Tax Declaration covering the land and the improvement of Subject
Property in SELLER’s name, indicating that the Subject Property is
classified for commercial use;
d. Realty Tax Clearance issued by the local treasurer showing full
payment of realty tax and other assessments and charges on the
Subject Property;
e. Original Copies of Official Receipts and proof of payment of the real
property tax and assessments on the Subject Property for the past and
current years.
f. Tax Identification Number (TIN) of the SELLER necessary to secure
Certificate Authorizing Registration with the Bureau of Internal
Revenue.
5. REPRESENTATIONS AND WARRANTIES

5.1. The SELLER represents and warrants to the BUYER as follows:

a. He is the beneficial owner of the Subject Property with valid right and
authority to sell, dispose, convey and transfer the same.
b. This Contract and all related documents and deeds required on his part
to be executed under the terms hereof shall, upon his execution and
signing, be valid, binding, and enforceable against him in accordance
with their respective terms.
c. He has good and valid title to the Subject Property, free and clear of
any liens, charges and encumbrances of whatsoever nature.
d. The Subject Property is free of any tenants or squatters or occupants
and shall remain to be so upon its delivery to the BUYER.
e. That he takes upon himself to oust any unauthorized settlers or
occupants who may have unlawfully occupied the Subject Property
prior to its delivery to the BUYER.
f. All real property tax and assessments due on the Subject Property for
the past and current years have been paid.

5.2. The BUYER represents and warrants to the SELLER as follows:

a. The corporation has full legal capacity to buy and purchase the Subject
Property from the SELLER.
b. The Corporation is duly authorized to enter into and execute this
Contract and all related documents and deeds required to be executed
under the terms hereof.
c. This Contract and all related documents and deeds required on the
part of the Corporation to be executed under the terms hereof shall,
upon the execution and signing, be valid, binding, and enforceable
against the Corporation in accordance with their respective terms.
d. The Corporation will pay the Purchase Price in accordance with the
terms hereof, faithfully comply with all the obligations and
undertakings hereunder, execute all documents and deeds and
perform all acts required of it in order that title to and possession of
the Subject Property can be effectively transferred to the Corporation
in accordance with the terms of this Contract and the Deed of Absolute
sale.

6. TAXES, FEES, AND ASSESSMENTS

6.1. The SELLER shall be responsible for the payment of:

a. Capital gains tax arising from the sale of the Subject Property; and
b. Real property tax and special education fund tax and other
assessments, including penalties, if any, levied or which may be
 levied on the Subject Property pertaining to the period ending in
(current year).

6.2. The BUYER shall be responsible for:

a. The payment of real property tax and special assessments, including

penalties, if any, levied or which may be levied on the Subject Property
pertaining to the period commencing on (period after the conclusion of
the sale agreement or signing of the Deed of Absolute Sale);
b. The payment of transfer fee, registration fee  and any and all fees and
expenses, including documentary tax, related to the execution
and registration of this Contract and the Deed of Absolute Sale;

6.3. The BUYER and the SELLER shall equally share in the costs of preparing
this Contract, the Deed of Absolute Sale, and other documents required to
transfer the title in the name of the BUYER including the notarization of said
documents.

7. DEFAULT

7.1. In the event the BUYER violates any of her obligations and undertakings
under this Contract or fails to pay the balance of the Purchase Price on the
due date, notwithstanding that the SELLER is not in breach of his obligations
under this Contract, the SELLER shall be entitled to exercise and avail of any
of the following remedies:

a. Demand for specific performance, with damages; or

b. Rescind this Contract, without need of judicial action, by giving the

BUYER a written notice of rescission, in which case, this Contract shall
be deemed effectively rescinded 15 days from the date of service of
the notice to the BUYER.

7.2. Upon the rescission of this Contract at the instance of the SELLER as
aforementioned the amount of Pesos: Five Million (P 5,000,000.00) shall be
forfeited in favor of the SELLER as liquidated damages for failure of the
BUYER to fulfill her obligations and undertakings 
under this Contract and the balance shall be returned by the SELLER within
15 days from effective date of rescission of this Contract.

7.3. In the event that the SELLER fails to deliver to the BUYER the documents
referred to in Section 4.2, notwithstanding that the BUYER has fully paid the
Purchase Price and is not in breach of her obligations under this Contract, the
BUYER shall be entitled to the remedies provided in Section 7.1 (a) and (b)
hereof.   
 7.4. Upon rescission of this Contract at the instance of the BUYER as
aforementioned the SELLER shall reimburse to the BUYER all amounts which
the BUYER has paid on the Purchase Price within 15 days from the date of
rescission as contained in the notice and 
shall be liable to the BUYER for liquidated damages in the amount of Pesos:
Five Million (P5,000,000.00) payable together with the reimbursement.

8. PROHIBITION ON ASSIGNMENT

SELLER undertakes that he will not sell, assign, transfer or encumber his
rights, interest and obligations under this Contract. Any agreement executed
by the SELLER in violation hereof shall be void ab initio and shall not be
enforceable against the BUYER, and the SELLER shall be liable to the BUYER
for any losses or damages suffered by the SELLER arising from the breach of
this provision.

9. COURT ACTION/ VENUE

In the event that either party is constrained to resort to any court action to
enforce or protect his/her rights under this Contract and to seek redress
against the defaulting party, the latter shall be liable for all costs and
expenses of suit including attorney’s fees incurred in  connection therewith by
the non-defaulting party.  Venue of action shall be in the proper court in
Bataan where the property is registered.

10.AMENDMENTS/ WAIVER

No modification or waiver of any provision hereof shall be binding on the

parties hereto unless evidenced by a written agreement duly signed by the
respective authorized signatories of both parties.  Any delay or failure of
either party to demand compliance with any of the terms and conditions
hereof, or any act of tolerance or indulgence on the part of either party shall
not be construed as a waiver on his or her part to require or enforce
performance of this Contract nor relieve the other party of any of his/her
obligations herein.

11.NOTICES

Any notice to be given under this Contract must be in writing and delivered
by personal delivery or registered mail at the address of the parties first
abovementioned.  Any notice delivered personally shall be deemed to have
been received at the time of delivery and, if sent by registered mail, shall be
deemed to have been received by the addressee ten (10) days after it was
posted.

12.SEVERABILITY CLAUSE
 Invalidation of any provision of this Contract by a court order or judgment
shall in no way offset any of the other provisions hereof which shall remain in
full force and effect.

IN WITNESS WHEREOF, we have signed this Contract To Sell on the date and at
the place first abovementioned.

____________________________
_______________________________    
ROMANO S. ONG MEGA MONEY
CORPORATION
Represented by Manny B.
Pakyaw,
Chairman of the Board

(SELLER)                                                          

(BUYER)

SIGNED IN THE PRESENCE OF:

____________________________
__________________________
(WITNESS # 1) (WITNESS # 2)
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

City of Balanga, Bataan  )   SS.

BEFORE ME, a Notary Public in and for the City of Manila, Philippines, on this 31st
day of March, 2012, personally appeared the following persons/ juridical entity
who exhibited to me their respective residence certificates/ corporation
certificate:

ROMAN S. ONG  Res. Cert. No. 1234567 Date/Place Issued: June 3,

1989

and

MEGA MONEY Corp. Cert. No. 987654 Date/Place Issued: March

26, 2011
CORPORATION

known to me and to me known 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 and of the corporation which each represents.

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

NOTARY PUBLIC

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