FORM NO.

62
Bulk Sale of Business

MEMORANDUM OF AGREEMENT

KNOW MEN BY THESE PRESENTS:

This Agreement is made and executed this ______th day of _________ at Quezon City,
Philippines, by and between

(name and personal circumstance of seller) and hereinafter referred to as the "FIRST
PARTY';
— and —
(name and personal circumstance of seller) and hereinafter known as the "SECOND
PARTY';

- WITNESSETH -
WHEREAS, the FIRST PARTY has established and is the owner of the grocery store with
a trade name" _______” located at ______________; and all the fixtures, appliances, and
equipment described in Annex "A"; and all the goods, merchandise and stock in trade inside the
store listed in Annex "B".

WHEREAS, the FIRST PARTY wishes to convey, sell and transfer said grocery business,
together with the said fixtures and equipment, the inventory and stocks listed in Annexes "A" and
"B", including the right to use the said trade name and the goodwill of the business to the
SECOND PARTY; and the latter agreed to acquire the same.

NOW, THEREFORE for and in consideration of the mutual covenants herein contained
the FIRST PARTY hereby sells, transfers, and conveys unto the SECOND PARTY, her
successor-in interest and assigns, the said business and its trade name, goodwill and all properties
and stocks listed in Annexes "A" and "B", under the following terms and conditions, to wit:

SECTION 1. SALE AND TRANSFER OF SUBJECTPROPERTIES:

1.1. The FIRST PARTY hereby sells, transfers and convey to the SECOND PARTY and
the SECOND PARTY hereby purchases from the FIRST PARTY the grocery
business located at __________, including the fixtures, equipment, goods and stocks
listed in Annexes "A" and "B" ["Subject Properties"] on an "as-is-where-is" basis,
together with the trade name "______ " and the right to use the said trade name and
the goodwill of the said business.

1.2. The cash on hand and accounts receivable with respect to the said business are
excluded from this sale.

SECTION 2. PAYMENT OF PURCHASE PRICE:

2.1. The purchase price of the Subject Properties is ___________(Php_______), payable

as follows:
a. ReservationFee.TheSECONDPARTYsha11pay the FIRST PARTY a
Reservation Fee of ________
(Php _______) PESOS in cash; and the FIRST PARTY shall issue an
acknowledgment receipt thereof in favor of the SECOND PARTY.
 b. Down payment. Upon execution of this Agreement, the SECOND
PARTY shall pay a down payment of _________(Php _________) PESOS.

c. The remaining balance on the purchase price shall be paid on ________.

d. The down payment and the balance of the purchase price shall be
covered by two (2) postdated checks payable to the FIRST PARTY and shall be
delivered upon execution of this agreement

2.2. In the event this Agreement would not materialize for failure of the SECOND
PARTY to pay the required down payment, the Reservation Fee shall be forfeited in
favor of the FIRST PARTY.

2.3 In the event this Agreement would not materialize on account of the FIRST
PARTY's fault or violation of this agreement, or for any other reason caused by and
known only to the FIRST PARTY, after payment of the reservation fee or the down
payment on the purchase price, any and all payments made, shall be returned by the
FIRST PARTY to the SECOND PARTY within five (5) days from demand without
interest. Should the FIRST PARTY fail to refund the payments made by the
SECOND PARTY after the said period, any amount not refunded shall earn the
legal rate of interest until full refund.
2.4. Upon full payment of the purchase price, the FIRST PARTY shall transfer and turn
over possession and absolute ownership of the Subject Properties and the operation
of the grocery business, its goodwill and the right to use the trade name unto the
SECOND PARTY. Title and ownership of the Subject Properties passes to the
SECOND PARTY upon transfer of possession thereof to the latter.

SECTION 3. WARRANTIES NVD LIABILITIES.

3.1. The FIRST PARTY shall be liable for the taxes, fees, charges and any and all
obligations, including utility charges (water, electricity, telephone, and the like),
and any unpaid rentals, and liabilities of any nature whatsoever incurred by reason
of FIRST PARTY's operation and conduct of the business before transfer of
possession to the SECOND PARTY.

3.2. FIRST PARTY agree to hold SECOND PARTY free and harmless from taxes,
bills, claims, demands, indebtedness, and liabilities of whatever nature incurred or
arising out or by reason of the conduct and operation of the business by the FIRST
PARTY.

3.3. The FIRST PARTY warrants that she is the lawful owner of the Subject
Properties and that the same are all free from any lien or encumbrance whatsoever.
The FIRST PARTY shall render the SECOND PARTY free from any harm, claim
or intrusion of any person of said properties; and shall indemnify the SECOND
PARTY should the latter be made liable therefor.

3.4. While the SECOND PARTY agreed to purchase the fixtures and appliance listed
in Annex "A" on an "AS-ISWHERE-IS BASIS", the FIRST PARTY warrants that
they are in good running condition.
3.5. FIRST PARTY undertakes and warrants that it has paid it employees their
wages/salaries and other earned benefits, including their separation pay and 13th
month (pro-rata); and that their contributions with the SSS, Pag-Ibig and
PhilHealth are updated up to the termination of their employment with the FIRST
PARTY. FIRST PARTY shall hold and harmless SECOND PARTY of any claims
of whatever nature by the employees of the FIRST PARTY.
SECTION 4. RIGHT OVER THE LEASE OF GROCERY STORE SPACE

4.1. The SECOND PARTY acknowledged that the grocery store space is being leased
by the FIRST PARTY from ___________ and which lease will expire on
_________.
4.2. Upon payment of the down payment of the purchase price, the FIRST PARTY
shall endeavor to assist the SECOND PARTY to negotiate with the lessor of the
grocery space for the execution of a new Lease Agreement over the said premises
in the name of the SECOND PARTY as the new Lessee thereof. The said new
Lease Agreement shall take effect upon full payment of the purchase price of the
Subject Properties.

4.3. It is understood that the obligations of the Parties in this Agreement shall not be
affected by the Lease Agreement between the FIRST PARTY and the LESSOR,
nor by the failure of the SECOND PARTY and the LESSOR to execute a new
Lease Agreement.

SECTION5. NOTENGAGE IN COMPETITIVE BUSINESS.

5.1. The FIRST PARTY agrees and undertakes that it will not engage in any
competitive business as an owner, employee, or partner for a period of
_______from execution of this agreement within the Philippines.
5.2. For the same period, the FIRST PARTY further agrees and undertakes not to
induce, solicit or encourage customer of the business being sold to the SECOND
PARTY to do business with any other entity or person.

SECTION 6. RISK OF LOSS OR DAMAGE TO SUBJECT PROPERTIES:

6.1. In case of loss or damage by fire, flood, earthquake or theft, embezzlement, or

other causes on the Subject Properties prior to the transfer of possession thereof to
the SECOND PARTY shall be borne by the FIRST PARTY.

6.2. After the transfer of possession to the SECOND PARTY, any loss or damage to the
Subject Properties shall be borne by the SECOND PARTY.

SECTION 7. OTHER TERMS AND CONDITIONS. -

7.1. Entire Agreement. This Agreement and its Annexes "A" and "B" shall constitute
the entire agreement of the parties herein and shall be binding and enforceable
only between them. None of them shall divulge any information, data or terms
contained herein to any third person, entity or organization without the written
consent of the other party.

7.2. Governing Law. This agreement shall be governed by Philippine laws.

IN WITNESS WHEREOF, the parties have hereunto set their hands this __th day of
___________at ______________.

FRIST PARTY SECOND PARTY

SIGNED IN THE PRESENCE OF:

________________________ ___________________________
ACKNOWLEDGEMENT
(Signature and Seat of the Notary Public)
SECTION5. NOTENGAGE IN COMPETITIVE BUSINESS.
5.1. The FIRST PARTY agrees and undertakes that it will not engage in any
competitive business as an owner, employee, or partner for a period of
_______from execution of this agreement within the Philippines.
5.2. For the same period, the FIRST PARTY further agrees and undertakes not to
induce, solicit or encourage customer of the business being sold to the
SECOND PARTY to do business with any other entity or person.

SECTION 6. RISK OF LOSS OR DAMAGE TO SUBJECT PROPERTIES:

6.1. In case of loss or damage by fire, flood, earthquake or theft, embezzlement, or

other causes on the Subject Properties

2.3.