MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT is made and executed in Quezon
City, Metro Manila, Philippines this day of __________________ by
and between:

__________________, of legal age, Filipino citizen, single

and with residence and postal address at
______________________________, hereinafter referred to as the
FIRST PARTY;

-and-

_________________________, of legal age, Filipino, single,

with residence and postal address at
__________________________________________Philippines,
hereinafter referred to as the SECOND PARTY;

WITNESSETH; That

WHEREAS, THE FIRST PARTY is the registered owner of the

MOTOR VEHICLE, subject of this MEMORANDUM OF AGREEMENT
particularly described as follows:

MAKE & TYPE : ___________

SERIES : ___________
ENGINE NO. : ___________
CHASSIS NO. : ___________
MV FILE NO. : ___________
OFFICIAL RECEIPT : ___________
CERTIFICATE OF REGISTRATION: ___________

WHEREAS, THE FIRST PARTY agrees to sell out the MOTOR

VEHICLE to the SECOND PARTY who is willing to buy the same;

NOW, THEREFORE, for and in consideration of the foregoing

premises, the FIRST PARTY sell unto the SECOND PARTY who hereby
accepts from the FIRST PARTY the sold motor vehicle, subject of
the following terms and conditions, to wit:

ASSUMPTION OF MORTGAGE: The MOTOR VEHICLE sold is still the

subject of a Contract of Loan with Chattel Mortgage constituted
over the same vehicle in favor of _____________ Bank which shall
be assumed by the SECOND PARTY for the same terms and conditions
with that of the FIRST PARTY, particularly, the remaining
balance of __________________________________, with monthly
amortization amounting to _________________________, payment of
which due every ___th of the month;

RIGHT OF REPOSSESSION: In case the SECOND PARTY fails to pay

two consecutive installments of the monthly amortization of the
Contract of Loan with Chattel Mortgage, the FIRST PARTY shall
have the right to repossess the said Motor Vehicle from who may
be in possession thereof and that the SECOND PARTY shall
surrender to the FIRST PARTY the Official Receipt and Certificate
of Registration thereof;

FORCE MAJEURE: If whole or any part of the subject MOTOR

VEHICLE shall be destroyed or damaged by accident, robbery
without fault of the FIRST PARTY, ITS EMPLOYEE OR ANY OF ITS
AUTHORIZED AGENT, fire, flood, lightning, typhoon, earthquake,
storm, riot or any other unforeseen disabling cause of acts of
God, as to render the LEASED MOTOR VEHICLE during the term
substantially unusable the FIRST PARTY shall not be liable for
any compensation and damages to the SECOND PARTY, EXCEPT HOWEVER,
both parties shall coordinate for the insurance claim;

NECESSARY REPAIRS: All repairs and maintenance, whether

ordinary or extraordinary, for the subject Motor Vehicle, shall
be borne by the SECOND PARTY other than those may be embraced in
the insurance policy covering the Motor Vehicle;

LIABILITIES FOR 3rd PARTY DAMAGES AND JUDICIAL RELIEF: The

SECOND PARTY shall be solely liable THIRD PARTY DAMAGES after the
execution of sale between herein parties;

This MEMORANDUM OF AGREEMENT shall be valid and binding

between the parties, their successors-in-interest and assigns.

IN WITNESS WHEREOF, parties herein affixed their signatures

on date and place above written.

____________________________ _____________________________

First Party Second Party

WITNESSED BY:

___________________________ ____________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

)S.S.

BEFORE ME, a Notary Public for and in

____________________, personally appeared:

Name ID Issued Date/Place of

Issue

Known to me and to me known to be the same persons who

executed the foregoing instrument and acknowledged to me that the
same are their free act and voluntary deed.

This instrument, consisting of THREE (3) PAGES, including

the page on which this acknowledgment is written, has been signed
by the parties and of their witnesses on the left margin of each
and every page thereof and above their names on page two (2)
thereof, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on this __th day of _____________,

201_ at ____________, Philippines.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 201_.