DEED OF CONDITIONAL SALE

BY ATTORNEY-IN-FACT

KNOW ALL MEN BY THESE PRESENTS:

This DEED, made and executed by and between—

Principals: ROSARIO T. MACERO, widow and residing at Lot 7, Blk. 11,

Lagro Subd., Quezon City; DONNA ROWENA T. MACERO, married; GENARO
RITO T. MACERO III, single; and JOSEPH RYAN T. MACERO, single; all of legal
age, Filipino citizens and residents of Lot 7, Blk. 11, Lagro Subd., Quezon City, all
represented by ROSARIO T. MACERO as their attorney-in-fact, duly appointed
and empowered to sell the property hereinbelow described by virtue of a Special
Power of Attorney acknowledged before Notary Public ____________ of Quezon
City, Philippines, and which power of attorney is entered in his Notarial Register
as Doc. No. ___, Page No. ____, Book No. ____, s. 2003, a copy of which is
marked ANNEX “A” is hereto attached and made an integral part of this
agreement, now and hereafter called the VENDOR,

-a n d-

FERDINAND MEDINA, of legal age, Filipino, married to Eva Marie S.

Medina, and a resident of Hilltop Tamag, Vigan City, now and hereinafter called
the VENDEE,

WITNESSETH: That---

WHEREAS, the principals are the registered owners of one (1) parcel of
land situated in Ft. Bonifacio, Taguig, Metro Manila, their ownership thereto being
evidenced by a Transfer Certificate of Title No. 30511 of the Registry of Deeds
for the Province of Rizal issued in their respective names, and more particularly
bounded and described as follows:

“A parcel of land (Lot 2, Blk. 70 of the subd. Plan Psd-13-

001602, being a portion of Lot 10117, Mcadm-590-D Taguig Cad.
Mapping (Pres. Proc. No. 461, portion), LRC Rec. No.), situated in
Ft. Bonifacio, Taguig, MM, Is. of Luzon. Bounded on the N, along
line 1-2 by Lot 3, Psd-2031; on the E, along line 2-3 by Lot 3, Blk.
70; on the S, along line 3-4 by xx Lot 68; and on the W, along line
4-1 by Lot 1, Blk. 70, all of the subd. Plan, containing an area of
FOUR HUNDRED (400) SQUARE METERS more or less.”

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 hereinbelow specified:

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

MILLION FIVE HUNDRED THOUSAND PESOS (PhP4,500,000.00) Philippine
Currency, to be paid in the manner hereinbelow specified, the VENDOR hereby
SELLS, TRANSFERS and CONVEYS unto and in favor of the VENDEE, his
heirs, executors, administrators or assigns, the above-described one (1) parcel of
land, without any improvements thereon.
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The aforesaid sum of FOUR MILLION FIVE HUNDRED THOUSAND

PESOS (PhP4,500,000.00) shall be paid to the VENDOR by the VENDEE, as
follows:

(a) P1,000,000.00, Philippine Currency, upon the signing and execution of

this Contract;

(b) The balance of P3,500,000.00 to be paid in three (3) installments, to

be covered by postdated checks on the signing of this contract,
payable on demand on their respective due dates:

(1) P1,000,000.00 to be paid on July 24, 2003;

(2) P1,000,000.00 to be paid on July 31, 2003; and
(3) P1,500,000.00 to be paid on August 7, 2003.

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; that the title to the property
subject of this contract remains with the VENDOR and shall pass to, and be
transferred in the name of the VENDEE only upon complete payment of the full
price above agreed upon.

It is further agreed, covenanted and stipulated that should the VENDEE

fail to pay any of the three (3) installments when due, or otherwise fail to comply
with any of the terms and conditions herein stipulated, then this Deed of
Conditional Sale shall automatically and without any further formality, become
null and void, without need of judicial declaration of rescission.

It is also further agreed, covenanted and stipulated that in the event that
the VENDEE fails to pay any of the installments, when due, or otherwise fails to
comply with any of the terms and conditions stipulated in this contract, and the
vendor shall be obligated to cancel this document by reason of such failure and
sell the above-described property to other parties at a price less than the
consideration herein stipulated, the VENDEE hereby obligates himself to pay the
VENDOR the difference in price in concept of penalty or damage.

It is furthermore agreed, covenanted and stipulated that in case of the

rescission of this contract, the VENDOR shall refund to the VENDEE the cash
surrender value of the payments on the property equivalent to fifty (50%) percent
of the total payments made, pursuant to RA 6552 known as Maceda Law.

IN WITNESS WHEREOF, the parties hereto have hereunto set their

hands this ____ day of _________ 2003 in the City of _______, Philippines.

ROSARIO T. MACERO FERDINAND MEDINA

Vendor Vendee

SIGNED IN THE PRESENCE OF:

_____________ ______________
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Republic of the Philippines )

City of ______________ ) SS

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of _________, personally
appeared in ______________, Philippines, ROSARIO T. MACERO, with CTC
No. _______ issued on _________ at Quezon City and FERDINAND MEDINA,
with CTC No. _________ issued on _________ at Vigan, Ilocos Sur, both known
to me to be the same persons who executed the foregoing Deed of Conditional
Sale, and they acknowledged to me that the same is their free act and deed.

This instrument consisting of three (3) pages, including this whereon the
acknowledgment is written, has been signed by the parties and their witnesses
on each and every page thereof and relates to one (1) parcel of land.

WITNESS MY HAND AND NOTARIAL SEAL.

Doc. No. ___

Page No. ___
Book No. ___
SERIES OF 2003