DEED OF ASSIGNMENT AND TRANSFER OF RIGHTS

KNOW ALL MEN BY THESE PRESENTS:

This deed is made, executed and entered into by:

_______________________________, of legal age, single/married

to _______________________________/widow/widower, Filipino,
and with residence and postal address at
__________________________, hereinafter referred to as the
ASSIGNOR,

-AND-

_______________________________, of legal age, single/married

to _______________________________/widow/widower, Filipino
and with residence and postal address at
_______________________________, hereinafter referred to as the
ASSIGNEE.

WITNESSETH:

Whereas, the assignor is the owner of __(describe shares of stock)_;

WHEREAS, the ASSIGNOR has offered to to assign all his rights,

title and interest over the above shares of stock, and the ASSIGNEE
hereby accepts the assignment in accordance with the terms herein
set forth;

NOW, THEREFORE, for and in consideration of the foregoing

premises and the sum of
________________________________________________ PESOS
(Php ____), PHILIPPINE CURRENCY, which the ASSIGNOR hereby
acknowledged to have received from the ASSIGNEE, the ASSIGNOR
hereby assigns, transfers and conveys unto the ASSIGNEE, all his
rights, title and interest to the aforementioned shares of stock and the
ASSIGNEE by these presents hereby accepts the assignment.

IN WITNESS WHEREOF, the parties have hereunto set their hands,

this day of 20______ at , Philippines.

___________________ ____________________
ASSIGNOR ASSIGNEE
SIGNED IN THE PRESENCE OF:

___________________ ____________________