DEED OF EXCHANGE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Exchange is executed on __[Date]__ at ___[Place] ____ by and

between:

____[Name] ____, a duly registered Philippine corporation with

principal address at___[Address] ___, represented herein by its
President, __[Name] ___, hereinafter referred to as the “FIRST
PARTY”;

- and -

_______________, Filipino, of legal age, single/married/widowed,

with postal address at ___[Address] _________, hereinafter referred
to as the “SECOND PARTY”;

WITNESS THAT:

WHEREAS, each party hereto agrees to sell and trade their respective
Goods and Products [or Services] in exchange for the Goods and Products [or
Services] of the other party, on a barter basis;

WHEREAS, the parties furthermore agree that the mutual sale, purchase
and trade of their respective Goods and Products [or Services] hereunder shall
be accomplished in a manner intended to minimize the exchange or transfer of
money between the parties

NOW THEREFORE, the parties agree as follows:

Article 1. Goods and Products [or Services]

1.1. The FIRST PARTY agrees to sell and trade to the SECOND PARTY and the
SECOND PARTY agrees to purchase from the FIRST PARTY the following
Goods and Products [or Services] in the quantity and at the price set
forth below:

Description of Goods Price Quantity Total

Total

1.2. The SECOND PARTY agrees to sell and trade to the FIRST PARTY and the
FIRST PARTY agrees to purchase from the SECOND PARTY the following

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 Goods and Products [or Services] in the quantity and at the price set
forth below:

Description of Goods Price Quantity Total

Total

1.3. Both parties agree to adhere to the price set by each as final. Both
parties attest that the pricing for product(s) and/or service(s) represents
fair market value, to the best of their knowledge, within that industry.

1.4. Both parties represent and warrant that the product(s) [or service(s)]
offered for barter can legally be sold by them and the other party and
their respective assigned agents or dealers.

Article 2. Delivery of Goods and Products [or Services]

2.1. All of the Goods and Products purchased by the FIRST PARTY hereunder
shall be delivered by the SECOND PARTY, according to the following
schedule and methods:

Description & Quantity of Date of Delivery Method of Delivery

Goods

2.2. All of the Goods and Products purchased by the SECOND PARTY
hereunder shall be delivered by the FIRST PARTY, according to the
following schedule and methods:

Description & Quantity of Date of Delivery Method of Delivery

Goods

2.3. Both parties agree to adhere to the delivery schedule as set by the
parties. They further agree to deliver the good(s) and product(s) in good
condition.

Article 3. Trade Adjustment

3.1. Neither party shall be obligated to purchase, accept or receive the Goods
and Products of the other party which are of a quality inferior to or
different from that agreed upon above. In the event that a party hereto

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 accepts such Goods and Products of an inferior quality, the price quoted
above for such Goods and Products shall accordingly be adjusted.

3.2. The party for whose benefit the adjustment is to be made, shall be
entitled to order an additional quantity of Goods and Products from the
other party equal to the full amount of the adjustment, provided, that the
types of Goods and Products which may be so ordered shall be limited to
the types described under the initial agreement.

Article 4. Liquidated Damages

4.1. In case of delay or non-performance of delivery of the Goods and

Products, the party who made the delay or non-delivery agrees to pay the
liquidated damages to the other party, provided, the total amount of
liquidated damages does not exceed ___ percent( %) of the value of the
Goods and Products overdue or undelivered.

Article 5. General Provisions

5.1. The parties certify that they have each read the provisions of this
agreement and understood the terms, conditions, and covenants hereof
and express full conformity thereto. The parties certify that they have
each received a signed copy of this agreement.

5.2. In the event that any of the stipulations or provisions under this
agreement shall be declared to be void or unenforceable, the same shall
not affect the other portions of the agreement which shall remain
operative and binding upon the parties.

IN WITNESS WHEREOF, the PARTIES have set their hands on the date and
place first above-written.

FIRST PARTY: SECOND PARTY:

__________________________ __________________________

SIGNED IN THE PRESENCE OF:

_________________________ __________________________

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF ______________________ ) SS

In __ [Place] ___City on __[Date] ___, personally appeared before me the

following persons, showing unto me an integrally complete instrument,
consisting of four (4) pages including this page, such person/s being known to
me personally or through their competent evidence of identifications (IDs)
bearing their respective photograph and signature, as the same person/s who
executed the foregoing instrument, namely:

Name ID Type /No. Date & Place Issued

and who represented to me that the above signature was voluntarily affixed by
them for the purposes stated in the instrument/document, and who further
acknowledged before me that they have executed the instrument/document as
their free and voluntary act and deed [with authority to sign as representative].

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

NOTARY PUBLIC

Doc. No. ______;

Page No.______;
Book No.______;
Series of _______