DEED OF CONDITIONAL SALE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT made and executed in the place and date mentioned
herein below, by and between:

SALLY L. FLORES, of legal age, married, Filipino with residence and

postal address at 1139 Interior 53 Antipolo St., Tondo, Manila, hereinafter
referred to as “VENDOR”

- and -

EMMA CORDELL, of legal age, with residence and postal address at

Phase 5. Blk. 24, Lot 23, Camarin Novaliches, Caloocan City, hereinafter referred
to as “VENDEE”.

WITNESSETH THAT:

WHEREAS, the VENDOR is the owner of the house and lot located at
Phase 5. Blk. 24, Lot 23, Camarin Novaliches, Caloocan City.

WHEREAS, the VENDEE has agreed to purchase the above-mentioned

rights of the vendor and her house and the VENDOR has agreed to sell the same
to the VENDEE, subject to the terms and conditions herein below specified:

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

THOUSAND PESOS (PhP80,000.00) ONLY, to be paid in the manner herein
below specified, the VENDOR hereby sells, cedes, and transfers the
aforementioned house and rights are the parcel of property to VENDEE, his
heirs, successors, and assigns. The aforesaid sum of PhP80,000.00 shall be
paid at the residence of the VENDOR at 1139 Interior 53 Antipolo St., Tondo,
Manila, as follows:

a) PhP50,000.00. Philippine Currency, upon the signing and

execution of this contract.

b) The balance of PhP30,000.00 to be paid within two (2) months is

due and payable on _____ of ________ 2000.

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
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absolute deed of sale upon the full payment by the VENDEE of the unpaid
balance of the purchase price herein above stipulated: that should the VENDEE
fail to pay the remaining balance of PhP30,000.00, 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, and all sums so paid by the VENDEE by reason thereof, shall be
considered as rentals and the VENDOR shall then and there be free to enter into
the premises, take possession thereof or sell the property to any other party.

It is also hereby agreed, covenanted and stipulated by and between the

parties hereto that should the VENDOR rescind this Deed of Conditional Sale for
any of the reasons stipulated in the preceding paragraph, the VENDEE by these
presents obligates himself to peacefully vacate the property subject of this
contract to the VENDOR, and in the event that the VENDEE refuses to
peacefully vacate said property to the VENDOR in case of rescission, and a suit
should be brought in court by the VENDOR to seek judicial declaration of
rescission and take possession of the property subject of this contract, the
VENDEE hereby obligates himself to pay all the expenses to be incurred by
reason of such suit, and, in addition obligates himself to pay the sum of
PhP 15,000.00, by way of damages, penalties and attorney’s fees.,

IN WITNESS WHEREOF, the parties hereto have hereunto signed these

deed of sale, on this 17th day of November 1999.

SALLY L. FLORES EMMA CORDELL

Vendor Vendee

With my marital conformity:

_________________________ _____________________

SIGNED IN THE PRESENCE OF:

__________________________ __________________________
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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public for and in the City of Makati, this 16 th day of
November 1999, personally appeared the following:

Name CTC No. Issued on/at

SALLY L. FLORES

EMMA CORDELL

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

foregoing instrument, and acknowledged to me that the same is their free and
voluntary act and deed.

This instrument refers to a Contract of Sale and consists of three (3)

pages including this acknowledgment and signed by the parties and their
instrument witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL, at the place and date above mentioned.

Doc. No. _______;

Book No. _______;
Page No. _______;
Series of 1999.