AGREEMENT TO PURCHASE RECEIVABLES This Agreement made this 19th of October 2005 in Makati City, Philippines by and between:

CITYLAND DEVELOPMENT CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address at 3/F Cityland 10 Tower 2, 154 H.V. dela Costa Street, Ayala North, Makati City represented herein by RUFINA C. BUENSUCESO, Senior Vice President and MERLITA M. REVUELTA, Assistant to the President, hereinafter referred to as the SELLER, and INSULAR INVESTMENT & TRUST CORPORATION-TRUST & INVESTMENT MANAGEMENT DIVISION (As TRUSTEE of Cityland Group Employees Retirement Fund), an investment house duly organized and existing under and by virtue of Philippines laws, with principal offices at the Insular Life Building, 10th Floor, Ayala Avenue corner Paseo de Roxas, Makati City, acting under its trust powers and represented herein by ROSALINDA A. VERGARA, Assistant Vice President & Trust Officer and WILLIAM A. LEGO, Assistant Manager, hereinafter referred to as the BUYER; WITNESSETH: That WHEREAS, the SELLER has certain receivables arising from the sale in the Philippines of real properties to its various clients; WHEREAS, the SELLER desires to sell and the BBUYER has agreed to buy some of the said receivables under such terms and conditions acceptable to both parties; NOW, THEREFORE, for and in consideration of the above premises and of the mutual covenants and stipulations hereinafter contained, the SELLER and the BUYER hereby agree as follows: 1. PURCHASE OF RECEIVABLES The SELLER hereby sells, transfers, and conveys unto the BUYER, its successors and assigns, all its rights to and interest in its qualified receivables identified in the Schedules to be attached to the Deed of Sale which shall be accomplished by the SELLER, from time to time as the need arises and the BUYER accepts the same. Such receivables shall be in the aggregate amount not exceeding PESOS: ___________________________________________, Philippine Currency, and shall be subject to the terms and conditions hereinafter set forth. 2. FEATURES OF RECEIVABLES The receivables to be sold hereunder by the SELLER shall have the following features: 2.1 Must be valid and subsisting and free from and clear of all liens and encumbrances whatsoever; there is no legal or contractual impediment which impairs assignability, validity, and enforceability thereof; Must be bona fide, due and demandable on their dates; must not be subject to any set-off or counterclaim and will not be contingent upon the fulfillment of any contract or conditions whatsoever and the BUYER may verify all such receivables or any portion thereof; Must be in current payment status. REPRESENTATIONS The SELLER represents that: 3.1 The execution and delivery of this Agreement and all other documents and deeds related hereto and the performance and observance by the SELLER of their respective terms and conditions: (a) are within the powers of the SELLER; (b) have been duly authorized by all necessary

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acts and deeds; (c) do not contravene or violate any provisions of the Articles or By-Laws of the SELLER, and of any law, regulation, decree, order, ruling, contract, agreement, indenture, writing or any other restriction binding on the SELLER and its properties; (d) have received all orders, consents, approvals and authorizations of all courts, officers, administrative or regulatory agencies, commissions and authorities necessary to make this Agreement and all documents and deeds related or supplemental hereto, valid and binding and enforceable in accordance with their respective terms. 4. SERVICING OF RECEIVABLES PURCHASED The SELLER shall continue to service the receivables purchased, that is, to handle the record keeping and collection thereof at no cost to the BUYER. It is understood that the servicing by the SELLER of the receivables purchased is part of the entire transaction. 5. REMITTANCE OF COLLECTIONS Collections to be made by the SELLER from receivables sold to the BUYER shall be remitted directly to the BUYER. 6. TIME, MANNER, AND PLACE OF PAYMENT All payments hereunder shall be made to the BUYER at its address indicated in the first page of this Agreement, by tender of a corporate or cashiers/managers check of any local bank, made not later than 11:00 a.m. of the due date. Checks received after that time shall be deemed paid the following business day and shall subject the SELLER to a 2.0% late payment penalty on the amortization due. In any case, checks shall constitute payment only when they have been cleared. 7. RECISSION If any representation or covenant contained in this Agreement or in any agreement, report or written statement given to the BUYER regarding any transaction undertaken pursuant hereto is untrue, incorrect, violated or not complied with or in the event of any material breach on the part of the SELLER of the Agreement or if any promissory note, evidence of indebtedness or other instrument given or sold by the SELLER to the BUYER is not paid, then in such event shall be considered rescinded after the lapse of fifteen (15) days from receipt of written notice by the BUYER to the SELLER. 8. INTEREST/PENALTY ON PAYMENT OF DEFAULT If debtor of SELLER defaults in payment of any of the amortization, not constituting a ground to rescind the contract of sale, interest at the rate of 2.0% of such amortization due shall be for the account of the SELLER. 9. DOCUMENTARY STAMP TAX, FEES AND EXPENSES The SELLER shall pay documentary stamp tax, notarial fee and documentation fee necessary for the execution, delivery. Notarization and enforcement of this Agreement, the collaterals securing the receivables purchased, and any and all documents and instruments, required or related therewith. The BUYER may, but it is not obliged, to advance the same, in which case the SELLER shall, upon demand, reimburse the amount advanced with interest at the rate then charged by the BUYER for loans of similar amount and term from date of advance until full payment thereof. 10. ATTORNEYS FEES If the BUYER shall hire the service of counsel to enforce any of its rights in and to this Agreement and any related documents, the BUYER shall be entitled to recover from the SELLER as attorneys fees a sum equivalent to twenty-five percent (25.0%) of the total sum due, which in no case shall be less than P10,000 in addition to all other fees, expenses, and damages incurred by the BUYER.

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COVENANT TO PAY TAXES The SELLER hereby agrees and undertakes to pay any and all taxes, levies, and assessments, if any, which may be imposed by the government on or in connection with the purchase of receivables except those which are contested in good faith and by appropriate proceedings by the SELLER and hereby holds the BUYER free from and harmless from all losses, claims or liability arising out of its failure to pay such taxes, levies, and assessments.

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VENUE OF ACTIONS Any legal action or proceeding arising out or connected with this Agreement, the receivables purchased, the collaterals securing such receivables, if any, and any and all related documents shall be brought in the proper courts in Makati City, without prejudice to the right of the BUYER to file any action or proceedings where assets of the SELLER could be found or located.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their respective duly authorized officers as of the date and at the place first set above forth. CITYLAND DEVELOPMENT CORP. (Seller) INSULAR INVESTMENT&TRUST CORP. Trust & Investment Management Division As Trustee of Cityland Group Employees Retirement Fund (Buyer) By: ROSALINDA A. VERGARA Assistant Vice President & Trust Officer WILLIAM A.LEGO Assistant Manager

By: RUFINA C. BUENSUCESO Senior Vice President MERLITA M. REVUELTA Assistant to the President

SIGNED IN THE PRESENCE OF:

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES MAKATI CITY BEFORE ME, a Notary Public for and in the above jurisdiction this ______ day of ________, 2005, personally appeared the following: Name Rosalinda A. Vergara William A. Lego Insular Investment & Trust Corp. Rufina C. Buensuceso Merlita M. Revuelta Cityland Development Corp. known to me to be the same who executed the foregoing Retirement Fund Trust Agreement consisting of _________ (____) pages, including this page of the same is their free and voluntary act and deed of the corporations herein represented. WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first abovewritten. NOTARY PUBLIC Doc. No. ______; Page No. ______; Book No. ______; Series of 2005. Comm. Tax Cert. No. Date/Place of Issue