SOP Exhibits

Title:

MOA-Credit Sales Program for Grains Retailers

SOP Number : GM-DN04

ANNEX A

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement, made and entered into this _______ day of _________
at __________________, Philippines, by and between:

The NATIONAL FOOD AUTHORITY, an agency of the government created by virtue of Presidential Decree No. 4 as amended, promulgated pursuant to Presidential Proclamation No. 1081 with principal office and place of business at 101 Matimyas Bldg., E. Rodriguez Sr. Avenue, Quezon City, represented herein by its __________________________ hereinafter referred to as NFA.

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The _____________________________________________________________
_____________________________, a market grains retailers association with place of business at ____________________________________________________________
_______________________________, represented herein by its __________________
__________________________, hereinafter referred to as ______________________.

W I T N E S S E T H

WHEREAS, a Memo-Circular dated _______________________, 19_______ was signed by the Administrator of the National Food Authority, governing the distribution of NFA rice/corngrits to grains retailers on credit basis;

WHEREAS, the ____________________________________________________
____________________ is a grains retailers association whose members thereof want to avail of the rice/corngrits distribution program of the National Food Authority on credit basis;

NOW, THEREFORE, for and in consideration of the foregoing premises, the two entities referred to herein have agreed and stipulated to bind themselves and enter into this Memorandum of Agreement as follows:

1. The grains retailers association shall be represented by its Chief/Head of Office or his/her successor who shall act for and in behalf of the association on matters relating to the distribution of NFA rice/corngrits on credit basis:

2. The herein association shall be jointly and severally liable to pay the rice/corngrits loan availed of by its members;

3. It shall be mandatory on the part of the association to put up a guarantee cash deposit equal to 10% of the total value of its qualified members maximum allocations direct to the NFA Cashier;

4. The NFA shall allocate a maximum of twenty (20) bags of fifty (50) kilos per Authority to Issue per member-retailer;

5. Withdrawal by the Association shall be ex-NFA Warehouse. In case the NFA shall deliver the stocks to the retailer's place, trucking expenses shall be for the account of individual retailers concerned based on the prevailing trucking rates in the area and the same shall be immediately payable;

6. The individual retailer-member of the association herein mentioned shall immediately remit to the NFA payment of his/her outstanding balance on or before the fifteenth (15th) day from date of delivery;

The failure of the retailer-member to remit the said outstanding balance on the specified date shall automatically mean the disapproval of its pending request for rice/corngrits allocation and the imposition of a 5% surcharge on the outstanding balance. In such event, the said outstanding balance plus the 5% surcharge shall become due and payable without the need for a written or oral demand for payment;

7. The association herein shall agree to authorize NFA to forfeit from its 10% guarantee deposit the amount equivalent to the outstanding obligation of its defaulting member plus the imposable surcharges, if any;

8. A deed of undertaking shall be made by the member-retailer whereby he binds himself to abide by the terms and conditions of this Agreement and that he authorizes the association president to act for and in his own behalf. Such deed shall form an integral part of this instrument.

9. For any violation of the terms and conditions of this Memo-Agreement, the association's president and its members shall be liable for any administrative sanctions that may be imposed by the NFA without prejudice to the penalty claim provided for in this Memo-Agreement.

10. In no case shall any inaction or omission on the part of the NFA be construed as a waiver of any rights and privileges under this Memorandum of Agreement. Further, this agreement shall not be construed as making it obligatory on the part of NFA to grant rice/corngrits loan to members of the association herein if some justifiable or compelling reasons hinder NFA from granting the said loan.

11. Venue of action arising out of this Memorandum of Agreement shall be filed with any competent court at the option of the NFA.

12. It is hereby agreed that the SOP No. ___________ dated ________________
concerning the distribution of NFA rice/corngrits to Grains Retailers Associations members on credit basis shall become integral part of this Memorandum of Agreement;

13. This Memorandum of Agreemtn shall become effective from the date of signing hereof by the contracting parties and shall expire one year thereafter subject to its renewal for the same period upon agreement of both parties. However, this Agrement may be terminated at the option of NFA upon fifteen (15) days advance notice for violation by the Association of the terms and conditions herein stipulated. The termination of this Agreement shall be without prejudice to whatever rights NFA may have acquired under the premises.

IN WITNESS WHEREOF, the parties herein have set their hands this _________ day of _______________, 19______ at ___________________________________, Philippines.

NATIONAL FOOD AUTHORITY: MARKET GRAINS RETAILERS' ASSOCIATION:
By: By:


________________________ _____________________________________
Provincial Manager President

SIGNED IN THE PRESENCE OF:


________________________ _____________________________________

A C K N O W L E D G M E N T
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REPUBLIC OF THE PHILIPPINES)
___________________________) S.S.


BEFORE ME, Notary Public, for and in ___________________________,
Philippines, personally appeared this _______ day of _____________________
198________, Provincial Manager of the National Food Authority, with Residence
Certificate No. __________________, issued at _________________________
on ______________, 19___ and _____________________________________
as President of ___________________________________________________
with Residence Certificate No. ____________ issued at ___________________
on ____________, 19______, both known to me the same persons who executed
the foregoing Memorandum of Agreement, consisting of ____ ( ) pages including
this page whereon this acknowledgement is written duly signed by them and
their instrumental witnesses, and they further acknowledged to me that the same
is their own free and voluntary act and deed as well as that of the entities
they represent.

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


______________________________
NOTARY PUBLIC
Until __________________________
Doc. No. ________
Page No. _______
Book No. _______
Series of 19_____