CONTRACT TO SELL

KNOWN ALL MEN BY THESE PRESENTS:

This deed entered into this ______________ day of _________ at,

___________________ by and between:

________________________ a domestic corporation with office address

_________________________________________________________________,
represented in this act by its Chairman of the Board of Directors, ____________________
hereinafter referred to as the VENDOR.

- and -

_________________ a domestic corporation with office address

______________________, represented in this act by its Chief Operating Officer,
_______________hereinafter referred to as the VENDEE.

WITNESSETH: That--

WHEREAS, the VENDOR is the true and lawful owner of a parcel of land covered by
Transfer Certificate of Title No. ________ issued by the Register of Deeds of Parañaque
City, consisting of _______________________ square meters and ______________
decimeters (________________);

WHEREAS, a portion of the aforesaid land, consisting

_________________________________________) more or less, has been segregated and
denominated as Lot 3-A, particularly described as follows :

Insert Technical Description

beginning, containing an area of ______________________ SQUARE

METERS, more or less. All points referred to on plan are marked on the ground as follows:
Corners 1, 4 by Old Ps cyl conc mon 15 x 50 cm., corners 2, 3 by Ps cyl conc mon 15 x 50
cm., bearings true, date of the original survey 11/3-12/5 1988 and the subdivision survery
4/29/2009 and approved on 6-02-09.

WHEREAS, Lot ____ is not yet covered by a separate certificate of title;

WHEREAS, the VENDOR has offered to sell and the VENDEE has agreed to purchase
the above-described ______.

NOW, THEREFORE, for and in consideration of the above premises and the terms and
conditions hereinafter set forth, the parties agree as follows:

1. The VENDOR has agreed to SELL, TRANSFER and CONVEY to the VENDEE, its
successors and assigns, the aforesaid Lot-3-A and the improvements existing
thereon at a purchase price of __________________/per sq,. m. (exclusive of
 VAT) or a total price of __________________) (exclusive of 12% VAT) payable
as follows

a. Down Payment of __________________ (exclusive of 12% VAT) to be paid

on or before _____________. It is hereby understood that the Reservation
Deposit equivalent to __% of the purchase price by the VENDEE on
____________ and acknowledged by the VENDOR will be deducted from this
down payment. Down payment is inclusive of VAT.

b. The balance of ___________________ ONLY (exclusive of 12% VAT)

shall be payable within eighteen (18) monthly equal installments through
eighteen (18) Post Dated Checks to be received by the VENDOR upon
signing the Contract to Sell. The first installment shall be dated thirty (30)
days after the downpayment.

2. The VENDEE shall pay the VENDOR the balance due by means of Post Dated
Checks to be delivered by VENDEE to the VENDOR upon signing of this Contract
to Sell.

3. The VENDOR and VENDEE have agreed that the following are their respective
obligations and responsibilities :

(a) For the VENDOR :

(1) Upon full payment by the VENDEE with all its obligations
provided in this Contract to Sell, the VENDOR shall execute
the necessary Deed of Absolute Sale and deliver to the
VENDEE the Transfer of Certificate of Title over Lot-3-A,
subject to the restrictions specified in _______________, a
copy of which is attached as Annex “A”:;

(2) To pay the Creditable Withholding Tax and Documentary

Stamp Tax.

(b) For the VENDEE:

(1) To pay the purchase price in accordance with the schedule

provided in Paragraph 1 of this Contract to Sell;

(2) To pay Transfer Tax , Registration Fees, Real Property Tax

(Pro rated), VAT and Miscellaneous Charges (Amounting to
P10,000.00);

(3) To become a member _______________a corporation

organized and incorporated under Philippine laws for the
maintenance of ____________ and abide by and comply
with all ____ rules and regulations. A copy of the ____Rules
and Regulations and Deed of Restrictions are attached and
made integral part hereof as Annex “B” and Annex “C”.

(4) To abide by and comply with the restrictions mentioned in

paragraph 3(a) (1) above.
4. Title to and ownership and possession of the above-described Lot ___ shall remain
with the VENDOR until VENDEE fully pays the purchase price and complies with
all the conditions of this Contract to the VENDOR’s satisfaction.

5. The VENDEE cannot assign this Contract to Sell or its rights under this Contract
to Sell without the VENDOR’s prior written consent.

6. Refusal or failure of the VENDEE to comply with the obligations assumed by it

under the terms and conditions of this Contract to Sell, as well as any breach or
violation of any provisions thereof, shall authorize the VENDOR to cancel this
Contract unilaterally. Any payment made so far by the VENDEE shall be forfeited
in favor of the VENDOR as liquidated damages for breach of this Contract to Sell.
Upon such unilateral cancellation of this Contract to Sell by the VENDOR, all rights
and obligations hereunder shall terminate and cease to exist.

7. No waiver by the VENDOR of any failure of the VENDEE to comply with any of the
terms hereof shall be construed as a waiver of any subsequent failure of
compliance by the VENDEE with the same or other terms. No delay or omission
by the VENDOR in exercising any right hereunder shall be construed as a waiver
hereof nor shall acceptance by the VENDOR of any payments made in a manner
or at a time other than as herein provided be construed as a variation of the terms
hereof.

8. No modification of this Contract to Sell shall be valid or binding unless such

modification is in writing, duly dated and signed by both parties.

9. This Contract to Sell embodies the entire agreement between the parties. There
are no terms, conditions, statements or representations, oral or written, other than
those set forth in this Contract.

IN WITNESS WHEREOF, the parties have signed this agreement on the date and
place first above written.

______________________ _______________
Vendor Vendee

By: By:

Chairman, Board of Directors Chief Operating Officer

SIGNED IN THE PRESENCE OF:

____________________ ____________________

ACKNOWLEDGMENT
 BEFORE ME, a Notary Public for personally appeared the
following:

NAME TIN/ CTC NO. PLACE/DATE ISSUED

___________________ ____________ ___________________

______________________. -

Who have satisfactorily proven to me their identity through their respective

passports/identification cards, known to me and to me known to be the same persons who
executed the foregoing Contract to Sell and they acknowledged to me that the same is their
free and voluntary act and deed and that of the corporation/s represented.

This Contract to Sell involves the contract to sell Lot-3-A and consists of four (4) pages and
has been signed by the parties, through their representatives and their witnesesses.
.
IN WITNESS WHEREOF, I have hereunto set my hand this ________ day of
_____________2009.

NOTARY PUBLIC
Doc. No.___________:
Page No.___________:
Book No.___________:
Series of 2009