CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Contract to Sell, made and executed by and

between __________________________, of legal age, married to
____________________, with residence address at
_________________________________, hereinafter referred to as
the "VENDOR", and __________________________, Filipino, of
legal age, married to _________________, with residence
address at _________________________, hereinafter referred to
as the “VENDEE”;

Witnesseth:

WHEREAS, the VENDOR is the lawful and registered

owner of one (1) parcel of land, with the house and other
improvements thereon, situated in ________________ and
covered by Transfer Certificate of Title (TCT) No.
__________, more particularly described as follows:

"A parcel of land

_________________________________________
_________________________________________
______________________________________.”

WHEREAS, the VENDEE has agreed to purchase the

above-described property and the VENDOR has agreed to
sell the same to the VENDEE subject to the terms and
conditions herein below specified;

NOW, THEREFORE, for and in consideration of the

sum of _____________________________ PESOS (Php_______),
Philippine currency, to be paid in the manner hereinbelow
specified, the VENDOR hereby sells, transfers and conveys
unto the said VENDEE, his heirs, successors, and assigns
the above-described parcel of land together with the house
and other improvements thereon belonging to the VENDOR.

The VENDEE shall pay the VENDOR the aforesaid

sum of _____________________ PESOS (Php_________)
according to the following schedule:

(a) Php500,000.00 shall be paid on September

30, 2007;
 (b) Php_________ or whatever be the proceeds of
the bank loan that the VENDEE himself shall
secure, shall be paid within forty-five (45)
days from September 30, 2007; and

(c) Php__________ or whatever remaining

balance after the payment stated in
paragraph (b) above, shall be paid not later
than ninety (90) days from September 30,
2007.

It is hereby agreed, covenanted and stipulated by and

between the parties hereto that the VENDOR will execute
and deliver to the VENDEE a definite or absolute deed of
sale upon the full payment by the VENDEE of the unpaid
balance of the purchase price hereinabove stipulated. If the
VENDEE fails to comply with paragraph (b) or (c)
mentioned above, then this Contract to Sell shall
automatically become null and void and the same shall be
converted to a Lease Contract wherein the VENDEE will
pay a monthly rental of Php40,000.00 plus interest of 12%
per annum from the date of his possession of the subject
property until he vacates the same and the possession
thereof is returned to the VENDOR. If the VENDEE fails to
pay the said rental, the VENDOR shall then be free to enter
into the premises, take possession thereof or sell the
property to another person.

The VENDEE hereby agrees of the right of the

VENDOR to rescind this Contract to Sell if the former
violates any of the above-mentioned terms and conditions
and to peacefully turn-over the possession of the property
subject of this contract to the VENDOR upon rescission
thereof. If the VENDEE shall refuse to deliver the said
subject property and a suit is filed against him, the VENDEE
shall pay the costs of litigation and attorneys fees.

The VENDEE hereby further agrees that if this

Contract is rescinded by the VENDOR because the VENDEE
violates any of the terms and conditions herein, all amounts
paid by the VENDEE shall be forfeited by the VENDOR as
liquidated damages.

The parties hereby agree that the capital gains tax,

documentary stamp tax, transfer tax and notarial fees, shall
be for the account of the VENDEE and the payment of real

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property taxes up to September 30, 2007 shall be for the
account of the VENDOR.

The VENDOR hereby warrants that his above-

described property is free from any liens and
encumbrances.

IN WITNESS WHEREOF, the parties hereunto have

signed this Contract to Sell this __day of ____, 2007 at
_______________, Philippines.

____________________________ _______________________
Vendor Vendee

With my consent:

____________________________

SIGNED IN THE PRESENCE OF:

___________________________ __________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY ) S.S.

BEFORE ME, a Notary Public for and in ____________,

personally appeared the following persons, exhibiting to me
their respective SSS Nos., to wit:

________________________ ______________
________________________ ______________

known to me to be the same persons who executed the

foregoing Contract to Sell and who acknowledged that the
same is their free and voluntary act and deed.

This Contract to Sell consisting of three (3) pages,

including that on which this acknowledgment is written, has
been signed by the parties and their witnesses on each and
every page thereof.

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 WITNESS MY HAND, at Makati City, Philippines, on
this ____ day of __________, 2007.

Doc. No. _______;

Page No. _______;
Book No. _______;
Series of 2007.

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