BUY AND SELL AGREEMENT

This AGREEMENT is made and entered into this ___ day of _____, 20___, by and between:

______________________, a corporation duly recognized and existing under and by virtue of

the laws of the Republic of the Philippines, with office address at
_____________________________ (the “Company”);

and

_________________________, Filipino, of legal age, and with residence address at

#________________________ (the “Shareholder”).

Witnesseth that:

WHEREAS, the Shareholder is the legal and registered owner of One (1) common share
(the “Subject Share”) of the outstanding capital stock of the Company.

NOW THEREFORE, for and in consideration of this premise and other conditions set
forth below, the Parties hereto agree as follows:

1. The shareholder shall not, during his lifetime or upon his death, transfer his
share of stock to any person or entity, other than any of the other Shareholders;

2. Upon the death, termination, resignation, incapacity, or disability of the

shareholder, the Subject Share shall be purchased by any of the other
shareholders (the “Buyer”) who will make the first offer and full payment of the
value of the Subject Share submitted to the Board; and the Deceased,
Terminated, Resigned, Incapacitated or Disabled Shareholder, or his heirs and
legal representatives (the “Seller”) shall sell to the above specified purchaser
said Subject Share and all of the Company’s shares of stock owned by the latter
shareholder at the time of his death, termination, resignation, incapacity, or
disability and upon the terms and conditions herein set forth;

3. The purchase price of the Subject shares shall be the par value as stated in the
Articles of Incorporation of the Company;

4. This Agreement is binding on the Shareholder, Company, heirs, legal

representatives, successors, assigns, and other third persons;

5. The invalidity or unenforceability of any particular provision of this Agreement

shall not affect the other provisions hereof and the Agreement shall be construed
valid as to such provisions unaffected.
 IN WITNESS WHEREOF, the parties hereto have executed and duly witnessed
this Agreement as of the day and year written above:

_______________________________ ______________________
PRESIDENT OF COMPANY SHAREHOLDER

WITNESSES

_______________________ _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) SS
MAKATI CITY )

BEFORE ME, this ______ day of ____________, 20__ in ____________, personally

appeared:

NAME ID. NO. DATE ISSUED PLACE OF ISSUE

T.I.N.

Known to me to be the same persons who executed the foregoing instrument, and they
acknowledged to me that the same is their free act and deed.

This instrument, consisting of two (2) pages, including this page on which this
acknowledgment is written, has been signed on the first page and the second page
thereof by the parties and their witnesses , and sealed with my notarial seal.

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

Reg. No: ______; NOTARY PUBLIC

Page No: ______;

Book No: ______;

Series of 20__.