EXHIBIT W-1

ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Escrow Agreement (hereinafter, the “Agreement”) made and executed

this __ day of ___________, 200__ at ___________________________________, by and
among:

____(name of seller in bold capital letters)____, of legal age,

Filipino citizen, single/married to _________________ with postal
address at
________________________________________________________
(hereinafter referred to as the “VENDOR”);

-- and --

____(name of buyer in bold capital letters)_____, of legal age,

Filipino citizen, single/married to _________________ with postal
address at
________________________________________________________
(hereinafter referred to as the “VENDEE”);

-- and --

_____(name of bank in bold capital letters)_____, a banking

corporation duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with expanded
commercial banking authority to engage in trust and fund
management functions, with principal office at
_________________________________________, represented in this
Act by its ____(bank officer’s position)____, ___(name of bank officer
in bold capital letters)____, (hereinafter referred to as the
“ESCROW AGENT”);

W I T N E S S E T H: That

WHEREAS, the VENDOR is the registered owner of a certain real estate

property located at _________(address/location of property)____________, and covered by
Transfer/Condominium Certificate of Title No. _______ on file with the Register of
Deeds of _________________ and covered under Tax Declaration No(s). _________,
(hereinafter referred to as the “PROPERTY”);

WHEREAS the VENDOR has agreed to sell, transfer and convey the PROPERTY
and all improvements thereon for the total consideration of PESOS:
______________________________ _________________ (PhP____________), Philippine
currency;

WHEREAS, as part of the consideration of the PROPERTY, the VENDEE has paid
the sum of PESOS: __________________________________ (PhP ___________), Philippine
currency to the VENDOR;

SOURCE: REALTOR® Phil M. Coquia

 WHEREAS, the VENDEE has agreed to deposit in escrow, the balance of the
purchase price in the amount of PESOS: ___________________________________,
Philippine currency, herein referred to as the “ESCROW FUND”;

WHEREAS, the VENDOR and the VENDEE have agreed to enter into an Escrow
Agreement and appoint the _________(name of bank)_________ as the ESCROW AGENT,
and the latter has accepted such appointment; 46

NOW THEREFORE, for and in consideration of the foregoing and the mutual
covenants, stipulations and conditions herein set forth, the parties hereto have
voluntarily agreed as follows:

1. OBLIGATIONS OF THE VENDEE

Concurrent with the execution of this Agreement, the VENDEE shall deposit in
escrow the amount of PESOS:____________________________________________
(PhP___________), Philippine currency, which amount will be subject to release
upon fulfillment of the conditions set forth hereunder.

2. OBLIGATIONS OF THE VENDOR

Upon execution of this Agreement, the VENDOR shall:

2.1 Deliver an original copy of the duly-executed Deed of Absolute Sale over
the PROPERTY, free and clear of all liens and encumbrances, restrictions,
claims, charges, assessments and other legal proceedings;

2.2 Take immediate steps to cancel the old TCT/CCT No. _________ covering the
PROPERTY in the name of the VENDOR, free and clear of all liens and
encumbrances, restrictions, claims, charges, assessments and other legal
proceedings;

2.3 Deliver to the ESCROW AGENT, the new Transfer/Condominium Certificate of

Title in the name of the VENDEE.

3. OBLIGATIONS OF THE ESCROW AGENT

The ESCROW AGENT binds itself to hold the sum of

PESOS:___________________________
(PhP___________), Philippine currency, in its capacity as ESCROW AGENT, until full
compliance of the obligations herein. The ESCROW AGENT shall perform the
following functions:

3.1 Receive from the VENDOR the new Transfer/Condominium Certificate of Title
in the name of the VENDEE;

3.2 Notify the VENDEE by mail or facsimile (No.________) that the new title in the
name of the VENDEE is already in its possession and thereby allow said
VENDEE to ascertain the authenticity of the said document;

3.3 Release the ESCROW FUND to the VENDOR one (1) banking day after its
receipt of a written notification from the VENDEE (appearing in the form
attached hereto as ANNEX A) stating that the VENDOR has complied with all

SOURCE: REALTOR® Phil M. Coquia

 his obligations under Section 2 hereof and that the VENDEE has verified the
authenticity of the document as provided for in Section 3.2 hereof;

3.4 Simultaneous with the release of the ESCROW FUND to the VENDOR as
provided for in Section 3.3, release to the VENDEE the Owner’s Duplicate Copy
of the new Transfer/Condominium Certificate of Title in the name of the
VENDEE;

3.5 The ESCROW AGENT is hereby authorized to invest the ESCROW FUND in
accordance with its internal guidelines and practices;
47
3.6 The ESCROW AGENT shall not be bound in any way by any contract between
the parties hereto, whether or not it has knowledge thereof or of its terms and
conditions. Its only obligation shall be those expressly stated in this
Agreement. The ESCROW AGENT has no responsibility whatsoever, with
respect to the due compliance of the obligations of the VENDOR and the
VENDEE, as the case may be, or to ascertain the genuineness or sufficiency of
the documents delivered to it, including but not limited to, the notices to be
received from the VENDEE and the VENDOR. Neither shall the ESCROW
AGENT be charged with any liability when acting upon the instructions of the
VENDOR and the VENDEE as the case may be as provided in this Agreement
or when acting upon the advise of its Counsel. The VENDOR and the VENDEE
including their representatives, nominees, assignees and successors-in-
interests hereby guarantee that the ESCROW AGENT shall be indemnified for
any action it undertakes in carrying out its obligations under this Agreement.
No part of the ESCROW FUND is insured by the Philippine Deposit Insurance
Corporation (PDIC).

4. INTEREST

All interests accruing to the ESCROW FUND shall be for the account of the
VENDEE.

5. FEES OF THE ESCROW AGENT

For its escrow services, the ESCROW AGENT shall be entitled to receive from the
VENDOR/VENDEE a fee as follows:

• Opening Fee – an amount equivalent to 1% based on the total amount in

escrow, payable upon signing of this Agreement;

• Escrow Fee – 1/6 of 1% based on the total amount in escrow, to be

deducted from the interest earnings of the ESCROW FUND.

It is understood that the said fees may be reviewed and adjusted in the future as
may be warranted by circumstances.

All out-of-pocket expenses to be incurred in relation to this Agreement such as

but not limited to, notarization cost, shall be for the account of the
VENDOR/VENDEE.

6. EFFECTIVITY, AMENDMENT AND TERMINATION

6.1 This Agreement shall take effect upon signing by the parties.

SOURCE: REALTOR® Phil M. Coquia

 6.2 This Agreement shall not be revoked, rescinded or modified in any manner by
the parties hereto, except by consent in writing signed by both the VENDOR
and the VENDEE and the ESCROW AGENT.

6.3 This Agreement shall automatically terminate upon the release by the
ESCROW AGENT to the VENDOR of the ESCROW FUND and to the VENDEE of
the new Transfer/Condominium Certificate of Title in the name of the VENDEE,
as provided for in Section 3.3 and 3.4 hereof.

IN WITNESS WHEREOF, the parties hereunto set their hands on this ___ day of
___________, 200__ at ________________________________________________.
48

____(name of seller in bold capital letters)____ ____(name of buyer in bold capital

letters)____

(VENDOR) (VENDEE)

________(name of bank in bold capital letters)_______

By:

________(name of authorized bank officer)_________

___________(position of bank officer)_____________

(ESCROW AGENT)

SIGNED IN THE PRESENCE OF:

______________________________________ _____________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

City/Mun. of _______________ ) S.S.

BEFORE ME, a Notary Public in and for the City/Municipality of

____________________, on this ___ day of _____________, 200__, personally appeared:

Name Comm. Tax Cert. Place and Date of Issue

No.

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary
act and deed as well as the principal they represent.

This Escrow Agreement consists of ____ ( ) pages including this page where
the Acknowledgment is written, signed by the parties and their instrumental
witnesses and sealed with my notarial seal.

SOURCE: REALTOR® Phil M. Coquia

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

NOTARY PUBLIC
Doc. No. ___
Page No. ___
Book No. ___
Series of 200_.

49

SOURCE: REALTOR® Phil M. Coquia