CONTRACT OF SALE OF GOODS

KNOW ALL MEN BY THESE PRESENTS:

This Contract for Sale of Goods, made by and between:

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, hereinafter referred
to as the "SELLER";

- and -

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, hereinafter referred
to as the "BUYER";

WITNESSETH: That -

WHEREAS, the SELLER is the (manufacturer / supplier / distributor) of the following

goods: __________________________;

WHEREAS, the BUYER desires to purchase from the SELLER the above-mentioned
goods and the SELLER is ready, willing and able to supply the needs and requirements of the
BUYER, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the foregoing premises and the
covenants hereinafter stipulated, the parties hereby agree as follows:

1. Term. This Contract shall commence on _____________, and end upon the last delivery,
which shall be shipped, with or without requisition for the balance of goods then
unshipped, by _____________, unless the parties agree otherwise. However, if as of such
date, BUYER is in arrears on the account, the SELLER may then cancel this Contract
and sue for its damages, including lost profits, offsetting the deposit there against, and
further recover its cost of suit including attorney fees;

2. Delivery. The BUYER will give SELLER _____________ days' advance notice
regarding the quantity requested for delivery. Upon receipt of the request for delivery,
SELLER will arrange for delivery through a carrier chosen by SELLER, the costs of
which shall be F.O.B. _____________;

3. Risk of Loss. The risk of loss from any casualty to the Goods, regardless of the cause,
will be the responsibility of the SELLER until the Goods have been received by the
BUYER;

4. Acceptance. BUYER will have the right to inspect the goods upon receipt, and within
____________ business days after delivery, BUYER must give notice to SELLER of any
 claim for damages on account of condition, quality, or grade of the goods, and BUYER
must specify the basis of the claim in detail. Failure of BUYER to comply with these
conditions will constitute irrevocable acceptance of the goods by BUYER. All notices
between the parties must be in writing and delivered by courier or by certified mail,
return receipt requested;

5. Charges. SELLER shall invoice BUYER upon and for each shipment. BUYER shall pay
all charges on terms of _____________. Any late payment shall bear a late charge of
_____%. Overdue invoices shall also bear interest at the rate of _____% per
_____________. If SELLER undertakes collection or enforcement efforts, BUYER shall
be liable for all costs thereof, including attorney fees. If BUYER is in arrears on any
invoice, SELLER may, on notice to BUYER, apply the deposit thereto and withhold
further delivery until the deposit and all arrearages are brought current;

6. Deposit. Upon signing this Contract, BUYER shall pay SELLER a deposit of
__________________________ (P__________) toward the total price as a precondition
for SELLER's performance, which deposit is to be credited to the last shipment;

7. Warranty. SELLER warrants that the goods sold hereunder are new and free from
substantive defects in workmanship and materials. SELLER's liability under the
foregoing warranty is limited to replacement of goods or repair of defects or refund of the
purchase price at SELLER's sole option. No other warranty, express or implied, is made
by SELLER, and none shall be imputed or presumed;

8. Taxes. All sales taxes, tariffs, and other governmental charges shall be paid by BUYER
and are BUYER's Responsibility;

9. Force Majeure. SELLER may, without liability, delay performance or cancel this
Contract on account of force majeure events or other circumstances beyond its control,
including, but not limited to, strikes, acts of God, political unrest, embargo, failure of
source of supply, or casualty;

10. Entire Agreement. This Contract contains the entire agreement between the parties and
supersedes and replaces all such prior agreements with respect to matters expressly set
forth herein.

11. Amendments. No modification or amendment shall be made to this Contract except in

writing and signed by both parties.

12. Venue. All legal actions arising from this Contract shall be initiated only in the proper
courts of _____________ to the exclusion of all other courts or tribunals.

IN WITNESS WHEREOF, the parties have hereunto set their hand, this
_____________ at _____________, Philippines.
 SELLER BUYER

SIGNED IN THE PRESENCE OF:

__________________ __________________

(Acknowledgment by an Individual - One-Party Instrument)

REPUBLIC OF THE PHILIPPINES)

CITY/MUNICIPALITY OF ______) SS.
x------------------------------------x

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the (Province/City/Municipality) of

_____________, personally appeared _____________ with Community Tax Certificate No.
_____________ issued on _____________ at _____________, personally known to me (or
whom I have identified through competent evidence of identity) and who represented to me that
his/her signature on the foregoing instrument was voluntarily affixed by him/her for the purposes
stated in the instrument and who declared that he/she has executed the foregoing instrument as
his/her free and voluntary act and deed.

This Instrument consists of only ______ (____) page/s, including this page in which this
acknowledgment is written, duly signed by _____________ and his/her instrumental witnesses
on each and every page hereof.

WITNESS MY HAND AND SEAL this _____________ at _____________,

Philippines.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No.______;
Series of 20____.
REPUBLIC OF THE PHILIPPINES)
Province of ____________________) S.S.
City/Municipality of _____________)
x-----------------------x

DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Absolute Sale made and entered into by and between:

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, (hereinafter referred
to as the "VENDOR");

- and -

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, (hereinafter referred
to as the "VENDEE");

WITNESSETH:

WHEREAS, the VENDOR is the true and registered owner of a parcel of land covered
by Transfer Certificate of Title No. _____________, situated in _____________, Philippines,
more particularly described as follows:

(Technical Description of Property)

WHEREAS, the VENDOR desires to sell and the VENDEE agrees to buy the
aforementioned parcel of land, including all the improvements found and standing thereon.

NOW, THEREFORE, for and in consideration of the sum of

__________________________ PESOS (P_____________), Philippine Currency, receipt of
which is hereby acknowledged by the VENDOR to (his/her) full and complete satisfaction, the
VENDOR does hereby SELL, TRANSFER and CONVEY the above-described parcel of land,
including all the improvements found and standing thereon, unto the VENDEE, (his/her) heirs,
successors and assigns, absolutely and free from all liens and/or encumbrances.

The VENDOR hereby undertakes that (he/she), (his/her) heirs, successors and assigns
shall warrant and defend the title to the real property subject of this Deed against all claims of all
persons or entities. The VENDOR also guarantees the right of the VENDEE to take possession
of the property subject of this agreement upon the signing and execution of this agreement and
will defend the latter against all judicial or administrative actions for eviction.
 Capital gains tax, transfer tax and other taxes, fees and charges that may be imposed on
the transfer of title in favor of the VENDEE shall be for the sole account of the
(VENDOR/VENDEE).

This Agreement shall be valid and binding not only on the parties herein but also on their
heirs, agents, representatives, successors and assigns.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this
_____________ at _____________, Philippines.

VENDOR VENDEE

SIGNED IN THE PRESENCE OF:

__________________ __________________

(Acknowledgment by an Individual - One-Party Instrument)

REPUBLIC OF THE PHILIPPINES)

CITY/MUNICIPALITY OF ______) SS.
x------------------------------------x

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the (Province/City/Municipality) of

_____________, personally appeared _____________ with Community Tax Certificate No.
_____________ issued on _____________ at _____________, personally known to me (or
whom I have identified through competent evidence of identity) and who represented to me that
his/her signature on the foregoing instrument was voluntarily affixed by him/her for the purposes
stated in the instrument and who declared that he/she has executed the foregoing instrument as
his/her free and voluntary act and deed.

This Instrument consists of only ______ (____) page/s, including this page in which this
acknowledgment is written, duly signed by _____________ and his/her instrumental witnesses
on each and every page hereof.
 WITNESS MY HAND AND SEAL this _____________ at _____________,
Philippines.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No.______;
Series of 20____.
 CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Instrument, executed by and between:

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, (hereinafter referred
to as the "VENDOR");

- and -

_____________, of legal age, Filipino, (single / married / widow),

and a resident of _____________, Philippines, (hereinafter referred
to as the "VENDEE");

WITNESSETH: that -

WHEREAS, the VENDOR is the absolute and registered owner of a certain parcel of
land, including all the improvements thereon, situated in _____________, Philippines, more
particularly described as follows:

(Technical Description of Property)

WHEREAS, the VENDOR desires to sell and the VENDEE agrees to buy the above-
described parcel of land and all the improvements thereon;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
stipulations and covenants hereinafter provided, the VENDOR does hereby agree to SELL,
TRANSFER and CONVEY, absolutely and unconditionally free from all liens and
encumbrances, the above-described parcel of land and all the improvements thereon, unto the
VENDEE, his heir, successors and assigns, in consideration of the sum of
__________________________ PESOS (P_____________), Philippine Currency, the payment
of which shall be as follows: _____________ Pesos (P___________) immediately upon the
signing of this agreement, receipt of which is herein acknowledged by the VENDOR to his full
and complete satisfaction, and the balance to be paid immediately upon full compliance of the
VENDOR with his obligations contained hereunder:

1. The VENDOR shall within _____________ (______) (days/weeks/months) from the

signing hereof, deliver to the VENDEE all documents necessary to effect the transfer of
title over the aforementioned real property in the name of the VENDEE, such documents
to include but not be limited to, the Deed of Absolute Sale; the original Transfer
Certificate of Title over the afore-described parcel of land free from any lien or mortgage;
(Cancellation of Real Estate Mortgage, if any); Real Property (Land) Tax payment
receipts; Tax Clearance and Tax Declaration/Assessment, and such other pertinent
documents necessary to register the sale of the above-described parcel of land to the
 VENDEE and effect the transfer of title to the latter;

2. Within the same period, the VENDOR shall cause the eviction / removal of any and all
occupants on the premises and deliver possession of the same to the VENDEE within the
said period free of any tenants, occupants, lessees, squatters, etc.

3. Should any of the parties fail to strictly comply with any of their obligations contained
herein, the offended party shall have the option of either rescinding this Contract to Sell
and demand the return of any documents given or demand the return of any payments
made or advanced, as the case may be, or require the strict performance by the guilty
party of (his/her) obligations contained herein. In both instances, the guilty party shall be
liable to the offended party for liquidated damages in an amount not less than
_____________ Pesos (P___________), Philippines Currency;

4. It is mutually agreed upon by both parties that all the expense(s) for the execution and
registration of the sale from the VENDOR to the VENDEE, including notarization of this
contract and payment of the capital gains tax, documentary stamp tax, transfer tax and all
other fees and charges necessary for the transfer of the title to the VENDEE shall be for
the sole account of the (VENDOR/VENDEE). (The VENDOR shall shoulder all
expenses for the cancellation of any and all mortgage(s) annotated on the title by the
Register of Deeds of Bacolod City.);

5. The VENDOR hereby undertakes that (he/she), (his/her) heirs and assigns shall warrant
and defend the title to the real property subject of this Deed against all just claims of all
persons or entities and will defend the VENDEE against all judicial or administrative
actions for eviction;

6. This Agreement shall be valid and binding not only on the parties represented herein but
also on their heirs, agents, representatives, successors and assigns.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this
_____________ at _____________, Philippines.

VENDOR VENDEE

SIGNED IN THE PRESENCE OF:

__________________ __________________
 (Acknowledgment by an Individual - One-Party Instrument)

REPUBLIC OF THE PHILIPPINES)

CITY/MUNICIPALITY OF ______) SS.
x------------------------------------x

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the (Province/City/Municipality) of

_____________, personally appeared _____________ with Community Tax Certificate No.
_____________ issued on _____________ at _____________, personally known to me (or
whom I have identified through competent evidence of identity) and who represented to me that
his/her signature on the foregoing instrument was voluntarily affixed by him/her for the purposes
stated in the instrument and who declared that he/she has executed the foregoing instrument as
his/her free and voluntary act and deed.

This Instrument consists of only ______ (____) page/s, including this page in which this
acknowledgment is written, duly signed by _____________ and his/her instrumental witnesses
on each and every page hereof.

WITNESS MY HAND AND SEAL this _____________ at _____________,

Philippines.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No.______;
Series of 20____.