MEMORANDUM OF UNDERSTANDING

(MOU)
This MEMORANDUM OF UNDERSTANDING ("MOU"), made and entered into this 27th day of
March 2015, by and between;
KINGDOM UP HOLDINGS LIMITED, with Office at British Island Financial Group, Registered
No. 1590343, P.O Box, 3 rd Floor, Hodge Building, Wickhams Cay 1 Road, British Virgin Island,
represented by its Vice-President CHARLYN G. COSINDAD, herein referred to as PARTY A.
and
GOLDCREST PETROLEUM PHILS., INC., a duly organized and existing corporation by virtue
of the laws of the Republic of the Philippines, with business address Grd-B2, Legaspi Towers
300, 2600 Roxas Boulevard, Malate, Manila, Philippines
represented herein by its
President, .CRESTITO C. CAROLINO, referred as PARTY B.
(Collectively the Parties)
ARTICLE I: GENERAL PROVISIONS
l.l WHEREAS, this MOU was agreed and entered into by and between Party A & B
on the above date for FIVE HUNDRED MILLION EURO ( 500,000,000),
1.1 WHEREAS, Party A & Party B agreed that the Legal Fee of TWO HUNDRED

THOUSAND EURO (200,000.00) be equally shared by the Parties with Party A, the
100,000,00 and PARTY B, the remaining 100,000.00Euro whereby Party A and B
agreed that Party Bs share be placed first in Escrow for the Bank Account of, and in
favor of Party A as payment of its share of the legal fee callable after sending the
duly verified SWIFT 799 and SWIFT 760, to the receiving Bank of Party B.
1.2 WHEREAS, Upon receipt of the Escrow Account Deposit by Party B, it agreed Term

of the Agreement. This Joint Venture shall commence on the date first above written
and shall continue in existence for a period of One (1) year from the execution of this
JVA renewable upon mutual agreement of the Parties.
ARTICLE II; OBLIGATIONS OF THE JOINT VENTURE
2.1 That the BG Provider guarantees that it has capacity to provide BG to the Oil Supplier
under JVA;
2.2 GOLDCREST(brevity) guarantees that it has a License and Permit to Import Oil to the
Philippines and that under herein JVA, the JV shall use the Trade Name, facilities,
License and Permit of GOLDCREST in the importation of diesel oil to the Philippines
for domestic/local market; that JV thru GOLDCREST shall enter and execute contract
of Purchase and Supply of diesel oil from Oil Refinery/Supplier and that guarantees
furthermore that it has knowledge and technical know-how in Oil Importation including
execution of exclusive Sales and Purchase Agreement (SPA) to financially able and
capable legitimmate Local Buyer in relation to Item 3.1 Article 111 hereof and

committed that it shall be responsible in International Transaction, Sourcing,

Transporting and Storing the diesel fuel in the storage tanks located in Subic Bay
Freeport Zone, in Olongapo City; Zambales or any storage tanks located in the
Philippines ;
2.3 That BG Provider and GOLDCREST shall execute JVA, to be signed and notarized
under local law and in case JVA is used to open Joint Account other than the
Philippines, then it will be authenticated by Philippine Embassy of the country where
the JVA was executed where a copy of JVA shall be used to open JV Bank Account of
Joint Signatures into the Joint Venture Agreement designated or nominated Depositary
Bank thru their duly authorized representatives, the JV TRUSTEE BANK;
2.4 That BG Provider and GOLDCREST jointly agreed and covenant that both the BG
Providers authorized representatives
and GOLDCREST representatives shall
oversee the JV operation for and in behalf of their respective companies and likewise
agreed that both parties shall have common Independent Auditor/Consultancy Firm to
evaluate, check and advice JV for its taxation and its operations;
2.5 That under the JVA, the Trustee Bank shall hold in trust the Ownership of the
Importation and shall only release the Ownership and the Original Bill of Lading (BL) to
the buyer upon FULL PAYMENT of the whole shipment after paying the LC/BG
Provider, Oil Supplier, and Taxes;
2.6 That under JVA the Oil Supplier is obliged to supply diesel to JV as buyer, send and
mail the original Bill of Lading (BL) documents of shipment via bonded courier direct to
the JV TRUSTEE BANK and that the parties hereto agreed that there shall be LockOn Buyer or One Buyer basis for purposes of this importation for easy control of Sales
and Collection System;
2.7 That under JVA, all shipment shall be paid upon delivery to Buyers Depot/Storage
Tank on Cash on Delivery (COD) basis by duly verified and authenticated LC/BG or
Managers Check;
2.8 That JVA provides that the original copy of the Bill of Lading (BL) and Ownership of the
Shipment shall only be released to the Buyer only upon Full Payment is made to the
JV TRUSTEE BANK to assure, guarantee to the LC/BG Provider that its LC/BG will
not, in any manner, or for any purposes, be used, blocked, appropriated, assigned,
conveyed, transferred as payment for the cost of the shipment in relation to Item 1.2 of
Article 1 of JVA;
2.9 That under JVA, the TRUSTEE BANK shall be responsible to the Oil Supplier as far as
the payment of the Cost of the Importation as per Bill of Lading (BL), to the LC/BG
Provider as far as its shares is concerned under JVA and to Goldcrest as far as the
remaining balance of the cost of the shipment for payment of taxes and its operational
costs;
2.10 GOLDCREST shall execute a Lease Contract with Philippine Coastal Storage &
Pipeline Corporation (Phil Coastal) or to any storage tanks owner for a period of Three
(3) months based at the rate of market rental of oil depot charge by Phil Coastal and or
depot owner ;
2.1 1The ownership of the product stored inside the storage tanks leased by GOLDCREST
from Phil Coastal shall remain with the JOINT VENTURE thru its TRUSTEE BANK
until it is bought and paid for in cash in by the Lock-On buyer. No product shall be
released from the leased storage tank unless payment is received in full and confirmed
by JV TRUSTEE BANK;

2.12 ___________________ will provide the BANK GUARANTEE (LC/BG) for

importation of Diesel with a FIVE HUNDRED MILLION UNITED STATES DOLLARS
($ 500M USD) for the JVA direct to the receiving Bank of Goldcrest Petroleum Phils.,
Inc.:
2.13
All Bank charges by the Issuing Bank of the BG provider will be paid by the
receiving Bank of the Borrower(Goldcrest) provided; however, that charges for the
S.W.I.F.T of MT 799 and MT 760 will be equally shared by the contracting parties
as may deem appropriate ;
2.14
Parties and its Trading Counter-part in Hongkong agreed that payment of
Goldcrest (Borrower) of its one-half (1/2) of charges share under Paragraph
(2.12) will be advanced by its Trading Parter/Counterpart first subject to
reimbursement/refund and placed Under Escrow Account in favor of the issuing
Bank of the BG Provider as payment of SWIFT charges once the MT 799 and MT
760 are Swifted and BG found valid and acceptable under International Banking
Regulations ;
2.15
Herein parties agreed to put the remaining Ninety(90%) of the Face Value of
the BG to Trading Platform Program and the Ten (10%) Percent thereof be
monetized for payment of any bank charges or other charges in the operation of
business ;
2.16
The other One-half (1/2) of the charges for the SWIFT of the BG Instrument
shall be for the account of _____________________ ;
2.16 GOLDCREST shall be responsible for all the import documentations and the
payment of duties and taxes required, depot rental and clearances from the Bureau of
Customs and the Subic Bay Metropolitan Authority (SBMA) prior to release of the
product from the free port zone;
2.17 The JV shall put its own and separate principal office in any convenient location for
its operation. Maintains its own books and records for the accounting of JV operations.
Hire and secure the services of Independent Auditor/Consultancy Firm to Evaluate,
Check and Advice the JV for its Taxation, Accounting and Control of Operation System;
and
8GOLDCREST shall be responsible for all domestic operations and marketing
decisions.
ARTICLE III: PRICING
3.1 The Pricing will be based on the capacity of One (1) buyer on a lock-on-basis.
ARTICLE IV: AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
VENTURERS
4.1 Validity of Transactions. Affiliates of the Parties to the JVA maybe engaged to perform
services for the Joint Venture. The validity of any transaction, agreement or payment
involving the Joint Venture and any Affiliates of the Parties to this Agreement otherwise
permitted by the terms of this Agreement, shall not be affected by reason of the
relationship between them and such Affiliates or the approval of said transactions,
agreement or payment.
4.2 Other Business of the Parties to this Agreement- The Parties to this Agreement and
their respective Affiliates may have interests in businesses other than the Joint Venture

business .The Joint Venture shall not have the right to the income or proceeds derived
from such other business interests and, even if they are competitive with the
Partnership business, such business interests shall not be deemed wrongful or
improper.
ARTICLE V: PAYMENT OF EXPENSES
5.1 All expenses related to the sourcing, transport of diesel fuel and lease of the storage
tanks, custom duties & other related taxes shall be paid by GOLDCREST; and
5.2 All expenses for domestic marketing, salaries and wages of office personnel and the
operating costs of Subic and Metro Manila offices shall be paid by GOLDCREST.
ARTICLE VI: FEE/SHARE
6.1 RECEIVING BANK of the JVA agrees to refund/reimburse all expenses by the BG
provider in the issuance of the BG out of the monetized portion (10%) of the face value
of said BG ;
6.2 At the end of each month, the Summary of all the Transactions will be prepared and
presented to BG PROVIDER or his duly authorized representatives within Ten (10)
banking days after delivery for purposes of transparency and records purposes.
ARTICLE VII: INDEMNIFICATION OF THE JOINT VENTURE
7.1 The Parties to this Agreement shall have no liability to the other for any loss suffered
which arises out of any action or inaction if in good faith, it is determined that such
course of conduct was in the best interests of the Joint Venture and such course of
conduct did not constitute negligence or misconduct; and
7.2 The Parties to this Agreement shall each be indemnified by the other against losses,
judgments, liabilities, expenses and amounts paid in settlement of any claims
sustained by it in connection with the Joint Venture.
ARTICLE VIII: DISSOLUTION
Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of
any of the following events;
8.1 The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal
Bankruptcy Act, withdrawal, removal or insolvency of either of the Parties; and
8.2 The sale or other disposition, not including an exchange of all, or substantially all, of
the Joint Venture assets.
ARTICLE IX: MISCELLANEOUS PROVISIONS
9.1 Books and Records. The Joint Venture shall keep adequate books and records at its
place of business, setting forth a true and accurate account of all business transactions
arising out of and in connection with the conduct of the Joint Venture;
9.2 Validity. In the event that any provision of this Agreement shall be held to be invalid, the
same shall not affect in any respect whatsoever the validity of the remainder of this
Agreement;

9.3 Integrated Agreement. This Agreement constitutes the entire understanding and
agreement among the Parties hereto with respect to the subject matter hereof and
there are no agreements, understandings, restrictions or warranties among the parties
other than those set forth herein.
9.4 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any
provision hereof ;
9.5 Notices. Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and shall be deemed to be
delivered when deposited in the Philippine mail, postage prepaid, certified or registered
mail, return receipt requested, addressed to the Parties at their respective addresses
set forth in this Agreement or at such other addresses as may be subsequently
specified by written notice;
9.6 Applicable Law and Venue. This Agreement shall be construed and enforced under the
laws of the Philippines and the United Arab Emirates (UAE);
9.7 Other Instruments. The Parties hereto covenant and agree that they will execute other
and further instruments and documents as are or may become reasonably necessary
or convenient to effectuate and carry out the purposes of this Agreement and parties
shall observe faithfully any or all laws enforced and applicable for the entire duration of
this JVA; and
IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of
the day and year above-written.
SIGNED AND SEALED
For and in behalf of:

For and in behalf of:

______________________________

GOLDCREST PETROLEUM PHILS. INC.

_______________________________
PRESIDENT

_________________________________
CRESTITO C. CAROLINO

Passport Number :__________________

Issued at:_________________________
Issued on:________________________
Expiry Date Expiry:__________________

Passport Number :____________________

Issued at: __________________________
Issued on: __________________________
Expiry Date Expiry: ___________________

_______________________________
President (HK-Counterpart)

Passport Number _________________

Issued at/on ______________________

Signed in the presence of:

_______________________
Witness

_________________________
Witness