DEED OF ASSIGNMENT OF SHARES OF STOCKS

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment of Shares of Stocks (“Deed”) is made and entered into
this ____________________ in ______________________, by and between:

__________________________, __________________ citizen, of legal

age, with address at
__________________________________________________, hereinafter
referred to as the “ASSIGNOR”.

- in favor of -

__________________________, __________________ citizen, of legal

age, with address at
__________________________________________________, hereinafter
referred to as the “ASSIGNEE”.

WITNESSETH: That~

WHEREAS, the ASSIGNOR has subscribed to a total of ____________ common

shares with par value of __________________ Pesos (P__________.00) for each share, out of
the authorized capital stock of MOBILE EXCHANGE SERVICES INC. (the
“Corporation”);

WHEREAS, the ASSIGNOR has expressed its desire to dispose of and assign
its rights, interest and obligations over all of his ______________ common share
(“Subject Subscription”), and the ASSIGNEE has likewise expressed his/her interest
in acquiring the said rights, interest and obligations of the ASSIGNOR over the
Subject Subscription;

NOW, THEREFORE, for and in consideration of the total amount of Philippine

Currency: _________________________________________________ Pesos (P______________.00), receipt
of which in full is hereby acknowledged, the ASSIGNOR hereby absolutely assigns,
transfers and conveys unto the ASSIGNEE, his heirs, assigns and successors-in-
interest any and all its rights, title, interests and obligation in and to the Subject
Subscription, in accordance with the following terms and conditions:

1. The capital gains tax due on the foregoing assignment including the
documentary stamp tax shall be for the account of the ASSIGNEE.

2. Any and all Deeds or documents which the ASSIGNOR may have previously
signed and executed involving the Subject Subscription, the taxes on which
have not been paid to date, are hereby considered revoked and superseded
by this Deed.

3. The ASSIGNOR hereby authorizes the corporate secretary of the Corporation

to perform the following acts and deeds:
 (i) To cancel the stock certificate issued to the ASSIGNOR
covering the Subject Subscription;

(ii) To issue new stock certificates in the name of the ASSIGNEE

covering the Subject Subscription and the ASSIGNOR on his remaining
shareholdings in the Corporation;

(iii) To effect the transfer of the Subject Subscription in the name

of the ASSIGNEE in the stock and transfer book of the Corporation.

4. Pending issuance by the Bureau of Internal Revenue of the certificate

authorizing the transfer of the subscription in the books of the Corporation,
the ASSIGNOR grants the ASSIGNEE a proxy to vote in all meetings of the
stockholders of the Corporation.

5. This Deed may not be altered, amended or supplemented except in writing

signed by both parties.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures

on the date and place indicated above.

____________________________ ____________________________
ASSIGNOR ASSIGNEE

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

____________________________________ ) S.S.

BEFORE ME, Notary Public for and in the above-named locality, personally
appeared the following, with their respective residence certificates and competent
evidence of identity, to wit:

Name Gov’t ID. Expiry Date/

Place of Issuance

known to me and to me known to be the same person who executed the foregoing
Deed of Assignment of Shares of Stocks, which document consists of two (2) pages, and
they acknowledged to me that the same is their free and voluntary act and deed.

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

Doc. No. _____;

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