CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Contract to Sell (“Contract”) made and entered into this _____ day of
________ 2011 at _________________ City, Philippines, by and between:

______________________, of legal age, Filipinos, with residential

postal address at ______________, hereinafter referred to as the
"SELLERS”

- and -

____________________________________, of legal age, Filipinos, with

residential postal address at ________________, hereinafter referred to as
the "BUYER";

ACKNOWLEDGES: That

The SELLER represents himself to be the actual, legal, beneficial and sole owner
and possessor of a parcel of land situated in_______________ consisting of
approximately ___________ square meters covered by Transfer Certificate of Title No.
______________ of the Registry of Deeds of City of_______________, and more
particularly described as follows:

(Technical Description)

Hereinafter referred to as the “PROPERTY”;

The SELLER has agreed to sell and the BUYER has agreed to buy the
PROPERTY under the following terms and conditions:

1. SALE AND PURCHASE OF THE PROPERTY. - Subject to the terms and

conditions of this Contract, at Closing (as defined in Section 3 hereof), the SELLER shall
sell, assign, transfer and convey the PROPERTY unto the BUYER or her
assignee/designee, free from all liens and encumbrances, and the BUYER or her
assignee/designee shall purchase and accept all of the SELLER’s interests, rights and title
in and to the same.

2. PURCHASE PRICE AND TERMS OF PAYMENT. - The purchase price of

the PROPERTY shall be _____________ PESOS (P _______.00), Philippine Currency,
payable as follows:

a. PESOS (P 00,000.00), Philippine Currency, or fifty percent

(50%) of the total purchase price, representing the downpayment shall
be paid to the SELLER upon the signing of this Contract and
submission of the following documents to the BUYER:

i. Certified True Copy of the Original Transfer Certificate of

Title (TCT) No. __________ in the SELLER’s name with the
Register of Deeds of __________ City

ii. Certified True Copy of all tax declarations covering the

PROPERTY from the year _____ up to 2014;

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 iii. Original Certification from the Municipal Assessor’s Office
of ____ stating that all real property taxes on the PROPERTY
have been paid up to the year 2014, and the property has no
delinquencies.

iv. Complete and permanent clearing of the PROPERTY of any

and all occupants;

vii. Submission to the BUYER of a quitclaim duly signed by all

tenants and occupants waiving/giving up in favour of the
SELLER any and all rights and claims to possess, occupy and
use the PROPERTY for any purpose;

b. PESOS (P.00), Philippine currency or fifty percent (50%) of

the total purchase price, representing the final balance, shall be paid by
the BUYER to the SELLER at closing as soon as the BUYER shall have
completed all due diligence investigation on the PROPERTY and after a
determination that there are no legal impediments or other negative
findings that would prevent or otherwise delay the BUYER from taking
full and complete ownership and possession, free from all liens and
encumbrances, and undertaking development of the PROPERTY for
residential/commercial purposes. The BUYER shall exert best efforts to
complete the due diligence investigation not later than six (6) months
from the SELLER's receipt of the second downpayment.

3. CLOSING. - Closing shall take place immediately upon fulfilment of all the
conditions stipulated in paragraph 2 hereof including a firm determination by the
BUYER after a due diligence investigation that there are no legal impediments or other
negative findings that would prevent or otherwise delay the BUYER from taking full
and complete ownership and possession, free from all liens and encumbrances, and in
undertaking the development of the PROPERTY for residential/commercial purposes.
Closing shall take place at _______________________________ during which time
the SELLER shall execute the Deed of Absolute Sale and the BUYER or her
assignee/designee shall pay the SELLER the final balance of PESOS (P.00) Philippine
currency or fifty per cent (50%) of the total purchase price. BUYER shall exert best
efforts to effect closing within six (6) months from the SELLER’s receipt of the
downpayment.

4. REMOVAL OF TENANTS AND OCCUPANTS. - The SELLER shall

completely and permanently clear the PROPERTY of all tenants and occupants including
their houses, shacks, quarters, utilities, agricultural produce and other physical structures
or belongings on or before the final payment. All expenses related to and actually
incurred in the removal and relocation of such tenants and occupants as well as the
removal of their belongings from the PROPERTY shall be the sole account of the
SELLER. The SELLER shall make sure that such tenants and occupants are relocated
outside the boundaries of the PROPERTY.

The BUYER shall have the option to act for and in behalf of the SELLER in
clearing the PROPERTY and do all other acts required to ensure that all conditions for
the consummation of this Contract are fulfilled. The BUYER shall have the right to
charge the SELLER all expenses incurred in the process including management fees
equivalent to fifty percent (50%) of all actual costs incurred by the BUYER in exercising
this right. This amount shall be deducted by the BUYER from the final balance due the
SELLER under paragraph 4.

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 5. TAXES AND FEES. - The capital gains and documentary stamp taxes and
payment of broker's commission shall be for the account of the SELLER. Registration
fees and transfer tax shall be for the account of the BUYER.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE

SELLER. - The SELLER represents and warrants that:

a. SELLER is the sole, actual, legal and beneficial owner of the

PROPERTY and is in complete and peaceable possession thereof;

b. The PROPERTY is not the subject of a notice of coverage for

compulsory acquisition under the CARL or any adverse claim of
ownership or possession, nor is it leased or under any option
and/or offer to sell or lease, or any similar condition as to
impair/impede the PROPERTY from being finally sold to and
purchased by BUYER;

c. SELLER has lawfully and validly acquired the PROPERTY from

SELLER’s predecessors-in-interest;

d. SELLER has all the requisite power and authority to execute and
deliver this Contract and perform SELLER’s obligations hereunder
according to the terms thereof;

e. SELLER has no knowledge of any law, ruling, regulation or fact

which will prevent the BUYER, BUYER’s assigns, designees,
successors-in-interest or nominees, from acquiring title to, or
taking complete possession of the PROPERTY, free from all liens
and encumbrances whatsoever;

f. There is no judgment, order, litigation, arbitration, administrative

proceeding or governmental investigation pending or threatened
against the SELLER, or in any manner involving the PROPERTY
which impairs or will impair the SELLER’s (and/or the BUYER's)
right to the possession or use of the PROPERTY, nor is there any
basis known to the SELLER for any such litigation, arbitration or
proceeding which, if adversely decided against the SELLER,
would have a material and adverse effect upon SELLER’s title or
SELLER’s right to transfer possession, use or ownership of the
PROPERTY to the BUYER;

g. Upon or subsequent to execution of this Contract, SELLER shall

not take or cause to be taken, directly or indirectly, any action as
would adversely affect SELLER’s interest in the PROPERTY or
would in any way prejudice or delay the BUYER's taking title to,
possession of, or interest in the PROPERTY;

h. SELLER has not at any time, before, during or at the time thereof,
concealed or misrepresented any substantial or material fact
relative to the PROPERTY or to SELLER’s capacity to sell and
convey SELLER’s rights to the PROPERTY to the BUYER;

i. SELLER shall indemnify the BUYER for, and hold BUYER free
from and harmless of, any claims that may be made by any party
against the BUYER and/or on the PROPERTY in connection with,
arising out of, or in any way relating to encumbrances and liens,
disclosed or otherwise, or under any law or proceeding, as well as

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 any claims for taxes and assessments, or of ownership or
possession of, or any other right to, the PROPERTY adverse to
that of the SELLER or the BUYER;

j. The certificate of title, tax declarations covering the PROPERTY

in the name of the SELLER, location plan, and such other papers,
deeds, certificates and documents relative to the SELLER’s rights
and interest over the PROPERTY, which are necessary to
accomplish registration of the sale, copies of which have been or
are to be delivered to the BUYER pursuant to the terms thereof,
are genuine and authentic;

7. SURVIVAL OF REPRESENTATIONS. - All representations, warranties and

undertakings of the SELLER contained in this Contract shall be deemed to be material
and to have been relied upon by the BUYER and shall be perpetual and survive the
execution and delivery of this Contract notwithstanding the consummation of the
transaction contemplated in this Contract.

8. ACCESS AND USE OF THE PROPERTY. - Upon the execution of this

Contract, the BUYER or any of his designated representatives may enter and hold
possession of the PROPERTY, take an actual survey, break grounds, conduct earth-
moving activities or perform such other acts of dominion over the PROPERTY.

9. RESCISSION BY BUYER.

a. In case of failure of the SELLER to perform any of his obligations in this

Contract for whatever reason or the failure to obtain the necessary clearances from the
pertinent local and national government agencies for the transfer of ownership to the
BUYER and/or development of the PROPERTY from the time of the signing of this
contract to any point in time prior to the CLOSING, this Contract may be rescinded at the
sole option of the BUYER. In such an event, the SELLER shall return all amounts paid
with interest at the rate of 10% per annum and pay liquidated damages equivalent to
twenty five percent (25%) of the amount paid by the BUYER, as well as all corporate
management expenses incurred by the BUYER in relation to this transaction, within 10
days from receipt of written demand from the BUYER. In addition, if the BUYER is
compelled to go to court to enforce his rights herein, the SELLER shall pay all litigation
costs of the BUYER including attorneys’ fees.

b. The BUYER shall have the same remedy as stated above even after
consummation of the sale in the event she is prevented from taking complete possession
or ownership of the PROPERTY or fully develop the same by reason of violation by the
SELLER of his representations and warranties or any material term or condition of this
Contract.

10. ARBITRATION.

a. In the event of any dispute or difference of opinion arising out of or relating to

this Contract or breach thereof, the parties shall exert their best efforts to settle such
dispute or difference amicably.

b. Any dispute arising out of or relating to this Contract, or the breach,

interpretation, termination or invalidity thereof not otherwise resolved under the
preceding paragraph shall be settled by arbitration in accordance with the Rules and
under the auspices of the Philippine Dispute Resolution Center, Inc. as are presently and
from time to time in force. There shall be a panel of three (3) arbitrators, with each party
choosing one (1) arbitrator and the two (2) so chosen electing the third who shall then act

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as Chairman of the panel. Should no arbitration panel be chosen within thirty (30) days
from receipt of request for arbitration by any party, the arbitrators shall be appointed by
the Philippine Dispute Resolution Center, Inc. in accordance with its Rules. All such
arbitration proceedings shall be conducted in English only.

c. The arbitration proceedings shall be held in _______ City and the cost of the
arbitration procedure and the necessary costs of the prevailing party shall be borne by the
losing party. If the parties partly prevail and partly lose in the award of the arbitration
tribunal, the cost award shall be decided by the tribunal in proportion to the respective
success and loss of the parties in the case.

11. VENUE. The________ City courts shall have exclusive jurisdiction and venue
over any dispute arising out of this Agreement, and the SELLER hereby consents to the
jurisdiction of such courts.

12. ASSIGNMENT. – The BUYER may at any time assign her rights, interests
and obligations to this Contract and/or to the PROPERTY by mere notice to the SELLER.

IN ATTESTATION OF THE ABOVE, this Contract has been executed on the

date and place first above written.

___________________ ____________________
SELLER BUYER

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES}

____________________________} S.S.

BEFORE ME, a Notary Public in and the above jurisdiction this _____ day of
___________, personally appeared the following:

Name RES. CERT. NO. Date/Place Issued

PASSPORT Date/Place Issued
NO./OTHER I.D.

SELLER TIN

BUYER TIN

to me known to be the same persons who executed the foregoing Contract to Sell
consisting of ______ (____) pages, including this page where the acknowledgment is
written, and they acknowledged to me that the same is their free and voluntary act and
deed.

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

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 NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2011.