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CONTRACT TO SELL
KNOW ALL MEN BY THESE PRESENTS: This CONTRACT TO SELL, made and entered into this __ day of________, 200_ in Cauayan City, Isabela, Philippines, by and between: WOODSIDE PROPERTIES AND LAND CORPORATION, a domestic corporation duly organized in accordance with the laws of the Philippines, with principal office at Woodcrest Commercial Lane, Tagaran, Cauayan City, Isabela, herein represented by its President, Billy Virgilio S. Dy, hereinafter known as the OWNER; -AndMELITA BARDEN MORRISSEY married to James Thomas Morrissey, of legal age, Filipino, with residence and/or postal address at Dist. 1 Villarta Street, Cauayan City, Isabela, hereinafter referred to as the BUYER; Witnessed That: WHEREAS, the OWNER is engaged in the business of developing real properties and is the owner of a certain real property situated at Woodside Village, Minante 2, Cauayan City, Isabela covered by Transfer Certificate of Title Nos. T-207878 issued by the Register of Deeds of Ilagan and containing an area of Three Hundred Square Meters (300 sq. m.) more or less, and more particularly described, as follows: TRANSFER CERTIFICATE OF TITLE NO. 207878
A PARCEL OF LAND (LOT NO. 10, BLOCK 13, of the cons.subd. plan, Pcs-023108-001823, being a portion of Lot Nos. 1,3,4,5, (LRC) 171824, Psu-023183 & Lots T,U,V,W,X, (LRC) Psd-171-824, Situated in The Barrio of Minante Dos, Municipality of Cauayan, Province of Isabela, Island of Luzon. Bounded on the North along line 4-1 by Lot 9, on the East along line1-2 by Lot 12, on the South along line 2-3 by road Lot 7, on the West., along line 3-4 by Lot 8, all of consolidation subd. plan. Beginning at a point marked 1 of plan being S. 16 deg. 24W., 3196..98m. from BLLM No. 1, Cauayan, Isabela, thence.S. 00-.08W., 20.00 m. to point 2; N. 89-52W., 15.00 m. to point 3; N. 00-08E., 20.00m. to point 4; S. 89 52E., 15.00m to point 1; the point of beginning. Containing an area of THREE HUNDRED (300) SQUARE METERS more or less. x x x x

WHEREAS, the BUYER has agreed to buy from the OWNER the above described property and the OWNER has agreed to sell the same to the BUYER, subject to the terms and conditions, heretofore, agreed; WHEREAS, the BUYER have agreed to faithfully and strictly observe and comply with Deed of Restrictions on the above-described Property as imposed by the OWNER, a copy of which is hereto attached and made an integral part hereof as Annex A,

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual stipulations hereinafter contained, the OWNER hereby agrees to sell unto the

2 BUYER and the LATTER agrees to purchase from the FORMER the property abovedescribed under the following terms and conditions: Section 1. Consideration. - The total amount of the lot is Six Hundred Ninety Three Thousand Thirty Six Pesos (Php 693,036.00), Philippine currency and payable, as follows; (a) A 30% downpayment in the amount of Two Hundred Seven Thousand Nine Hundred Ten Pesos and Eighty Centavos (Php 207,910.80) shall be paid upon execution of this Contract. The unpaid balance of Four Hundred Eighty Five Thousand One Hundred Twenty Five Pesos and Twenty Centavos (Php 485,125.20) shall be paid at the office of the OWNER in Cauayan City, Isabela or such other office as the OWNER may designate in equal monthly installments of Seventeen Thousand Five Hundred Thirty Eight Pesos and Forty Four Centavos, (Php 17,538.44), Philippine currency, inclusive of interest, for a period of thirty six (36) months. The payment of the above monthly installments shall be made on or before first (1st) day of each calendar month, commencing on April 1, 2008, until fully paid, provided, however, that the BUYER may pay in full the entire balance of the purchase price at any time prior to the above-mentioned stipulated period. (c) Contract, to by the said It is agreed and understood that the OWNER shall have the right to assign all the payments made and to be made, inclusive of down payments and installments, arising from or under this any of the financial institutions as may be designated OWNER.

Section 2. Transfer of Title.- The title to the said parcel of land shall remain in the name of the OWNER until complete and full payment by the BUYER of all obligations herein stipulated. Upon full payment and upon compliance of the other obligations of the BUYER as set forth hereunder, the OWNER shall forthwith execute and deliver a final Deed of Absolute Sale, conveying the above-described property in favor of the BUYER; it being understood that the expenses for the transfer of the title in favor of the BUYER, including attorneys fees, documentary stamps and other applicable taxes and charges, registration fees and other related and incidental expenses shall be for the exclusive account of the BUYER. Section 3. Occupation of the Property.- Upon execution of this Contract, the BUYER shall be entitled to possession of the above-described property, provided, however, that all taxes and special assessments, if any, imposed by the government on the subject property, during the term of this Contract, beginning with the month in which this Contract has been entered into, shall be assumed, shouldered and paid by the BUYER as if the subject property were his/her own, and if for any reason the payment thereof, including penalties, if any, shall have been advanced by the OWNER, the total amount thereof so advanced shall be chargeable to the BUYER and shall be paid by the latter to the OWNER with interest thereon at the rate of Eighteen per cent (18 %) per annum and provided, further, that pending the payment of the full price, his possession under this Contract shall be only that of tenant or lessee, and subject to ejectment proceedings during all the period of this Contract.

Section 4. Default.- In the event that any of the payments as stipulated be not paid for more than sixty (60) days, or if the BUYER shall violate any of the conditions

3 herein set forth then the entire unpaid balance due under this Contract, with any interest which may have attached shall, at once, become due and payable and shall bear interest at the rate of Eighteen per cent (18%) per annum until paid, and in such case the BUYER further agrees to pay to the OWNER a sum of not less than Twenty per cent (20%) of the amount due as attorneys fees and Two (2%) per cent of the amount due per month until paid, and as by way of penalty and liquidated damages. Section 5. Cancellation of Contract.- In case the BUYER fails to comply with any conditions of this Contract and/or fails to pay or default in the payment of any monthly installments or any payments herein agreed upon, the BUYER shall be given a grace period of sixty (60) days to be counted from the date the condition is breached, or the said payments ought to have been made, during which grace period the BUYER must comply with the said condition or satisfy all due monetary obligations including those which correspond to the grace period. OTHERWISE, this Contract shall be automatically cancelled and rescinded and of no force and effect, and as a consequence thereof, the OWNER may dispose of the parcel of land covered by this Contract in favor of other persons, as if this Contract had never been entered into. In case of cancellation of this Contract, all amounts paid in accordance with this Contract, together with all the improvements introduced in the premises, shall be considered as rents paid for the use and occupation of the above-mentioned premises and as payments for the damages suffered by the OWNER on account of the failure of the BUYER to fulfill his/her part of this Contract and the BUYER hereby renounces all his/her rights to demand or reclaim the return of the same and further obligates himself/herself to peacefully vacate the premises and deliver the same to the OWNER, provided, however, that any consideration, concession, tolerance or relaxation of any provisions hereof shall not be interpreted as a renunciation on the part of the OWNER of any of its rights granted in this Contract. Section 6. Transfer of Rights.- The BUYER agrees not to sell, cede, encumber, mortgage, transfer or any other manner affect his/her rights under this Contract without the express consent of the OWNER in writing until all the stipulations of this Contract shall have been fulfilled. In the event, however, that the OWNER transfers or assigns its rights under this Contract to Sell to a third party, the BUYER agrees to perform faithfully his/her obligations under the said Contract without need of a demand from the Assignee or Transferee. Section 7. Prepayments.- The term of this Contract is established for the exclusive benefit of the OWNER who shall be under no obligation to receive payment of any installment or any other payment before the same is due, Provided, however, that the OWNER, in its sole and absolute discretion, may allow the BUYER to pay the outstanding unpaid capital totally or partially, upon such terms and conditions as may be imposed by the OWNER; Provided, further, that in case the OWNER allows partial payments in advance, such payments will not relieve the BUYER from paying the agreed monthly installments and the only effect of such partial payments shall be to shorten the term of the contract. Payment of fractional installments will not be accepted. Section 8. Binding Effect..- This Contract shall be obligatory and binding upon the heirs, successors-in-interest, administrators and assigns of the respective parties, provided, that the death of the BUYER shall operate to cancel this Contract and forfeit all his/her interest therein to the OWNER unless within three (3) months from the death of the BUYER an administrator shall have been appointed by a competent court and the OWNER notified of such appointment in writing, or unless the heirs or one of them comply with the terms of this Contract without estate proceedings.

Section 9. Extraordinary Inflation or Deflation.- In case an extraordinary inflation or deflation of the currency stipulated should supervene, the value of the currency at the time of the establishment of this obligation shall be the basis of payment.

Section 10. Court Litigation..- Should the OWNER resort to the proper courts in order to eject the BUYER and/or for the protection of its rights or redress of its grievances, under this Contract, the BUYER agrees to pay to the OWNER, by way of attorneys fees, costs and expenses of litigation and incidental expenses, and damages, actual or consequential, to which the OWNER may be entitled by law, which amounts shall in no case be less than twenty per cent (20%) of the balance of the agreed purchase price then outstanding and other subsisting obligations arising thereunder. Nothing in this section shall be construed, however, as in any way amending the automatic provisions provided in Sections (4) and (5) hereof. Section 11. Venue.- In the event of suit arising from this Contract, the parties hereto agree that the venue of the action shall be in the courts of Cauayan City, Isabela. Section 12. Representation.- The BUYER hereby represents and makes manifest that this entire Contract has been and and/or translated in a language or dialect known to and understood by him/her. Section 13. Exclusive Purpose.- The parcel of land subject of this Contract shall be used by the BUYER exclusively for residential purposes and the BUYER shall not be entitled to take or remove soil, stones or gravel from it or from any other lot belonging to the OWNER. Section 14. Easement.- The property is subject to perpetual easement of two (2) meters within the lot or such number of meters as may be required by government regulatory agencies and adjacent to the rear and two sides thereof for the purpose of inspection, measurements, relocation survey, laying of monuments or of necessary lines of water, gas, electric power, telephones and other public services, and the BUYER hereby agrees that the OWNER or the representatives of public utility entities shall have the right to enter the property any time for the construction or repair of the above purpose for which the easement is created and any inconvenience or disturbance thus caused shall not be a cause for the rescission of this Contract or for an action for damages. Section 15. Land filling or improvements.- The BUYER shall do or pay for any filling or any improvements on the land which may be required by the Government or other competent authority, and in case the OWNER is compelled to make such filling or improvements, the former shall reimburse the OWNER of the cost and expenses thereby incurred by the latter by paying an initial payment of twenty per cent (20%) of the total cost of the filling or improvements and paying the balance on equal monthly installments for the remainder of the term of this Contract, bearing interest over the unpaid balance at the rate of Eighteen per cent (18%) per annum. The initial payments shall be due from the day the filling or improvements have been completed, and the monthly payments shall commence on the first day of each calendar month thereafter. Should this Contract be cancelled and/or terminated, the filling or any other improvements made, whether totally or partially paid by the BUYER, shall form part of and be attached to the land and shall become the property of the OWNER without any obligation on the part of the latter to indemnify the BUYER for the cost of the same. Section 16. Amendment.- This Contract cancels and supersedes all previous contracts or agreements, if any, between the parties herein in connection with the parcel of land subject of this agreement and it shall not be amended, changed, modified, novated or in any way altered by repeated acts of tolerance of the OWNER, as any such amendments, changes, modifications, novations or alterations shall be valid only if made in writing and signed by both parties to the agreement.

WOODSIDE PROPERTIES AND LAND CORPORATION

Woodcrest Commercial Lane, National Highway, Tagaran, Cauayan City, Isabela Tel No. 078-652-2059

CERTIFICATION
This is to certify that MS. CHARITO M. LUCAS who bought two (2) commercial lot at Block 4 Lots 21 & 22 of Woodcrest Commercial Lot located at National Highway, Tagaran, Cauayan City, Isabela have fully paid his account with us under OR/PR 2599 & 2600. This certification is issued for whatever legal purposes it may serve. Done this 11th day of August 2008.

Signed by: MAXIMO M. ENRIQUEZ General Manager

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) _____________________________) SS BEFORE ME, a Notary Public, in and for ________________, this ___ day of _____________,200_, personally appeared: Name Virgilio S. Dy Charito M. Lucas Com. Tax Cert. No. 08728070 Date & Place of Issue 01-08-08/Cauayan City, Isa.

all known to me 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 and of the corporation Mr. Dy represents. WITNESS MY HAND AND NOTARIAL SEAL on the day and at the place first above set forth.

NOTARY PUBLIC

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