DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Absolute Sale, made and executed this __ th day of

______________ at Makati City between:

xxxxxxxxxxxxxxxxx, a corporation duly organized and

existing under and by virtue of the laws of the Republic of
the Philippines, with office address at the
xxxxxxxxxxxxxxxxxxxxx represented herein by its duly
authorized Chairman, xxxxxxxxxxx (hereinafter referred to
as the “SELLER”);

- and -

xxxxxxxxxxx., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the
Philippines, with office address at xxxxxxxxxxxxxxxxx
represented herein by its duly authorized Vice Chairman
and Chief Executive Officer, xxxxxxxxxxxxxxxxx (hereinafter
referred to as the “BUYER”).

RECITALS:

(A) The SELLER is the registered and absolute owner of a parcel of land with
improvements, located in the Barrio of xxxxxxxxxxxxxxxxxx with an area
of xxxxxxxxxxxxxxxxxxxx square meters, more or less, covered by
Transfer Certificate of Title (“TCT”) No. xxxxxxxxxxx issued by the
Register of Deeds for xxxxxxxxx and Declaration of Real Property Value
with PIN No. xxxxxxxxxxxx (the “Property”). Copies of TCT No.
xxxxxxxxx issued by the Registry of Deeds for xxxxxxx, Declaration of
Real Property Value with PIN No. xxxxxxxxxxxxxxxxx are attached hereto
and made an integral part hereof as Annexes “A” to “B”.

(B) The SELLER is willing to sell to the BUYER and the BUYER is willing to
purchase from the SELLER the Property in accordance with the terms and
conditions of this Deed.

NOW, THEREFORE, for and in consideration of the foregoing premises

and the covenants hereinafter specified, the parties hereby agree as follows:

SECTION 1
SALE OF THE PROPERTY

1.1 Sale of the Property

 For and in consideration of the Purchase Price specified in Section 1.2 of
this Deed, the SELLER hereby sells, transfers and conveys unto the
BUYER all of its rights, title and interest in and to the Property, free and
clear of all claims, liens and encumbrances.

1.2 Purchase Price

(a) The Purchase Price for the Property is

____________________________________ Pesos (P_____________)
(the “Purchase Price”).

(b) Upon the execution of this Deed, the BUYER shall pay the
Purchase Price to the SELLER by way of Manager’s Check.

1.3 Taxes and Expenses

(a) The capital gains tax and xxxxxxxxxx business tax arising out of or
in connection with this Deed shall be for the account of and paid by
the SELLER.

(b) The documentary stamp tax, transfer tax, registration fees and
notarial fees arising out of or in connection with this Deed and any
and all taxes, costs and expenses in connection with the registration
of this Deed with the appropriate Register of Deeds and the
issuance of a new certificate of title in favor of the BUYER shall be
for the account of and paid by the BUYER.

(c) All costs and expenses incurred by or on behalf of either party,

including all fees and expenses of agents, representatives, counsels
and accountants employed by either party in connection with the
authorization, preparation, execution and performance of this Deed
shall be borne solely by the party who shall have incurred the
same.

1.4 Possession of the Property

(a) Upon the execution of this Deed, the BUYER shall be entitled to
take possession of the Property.

(b) Risk of loss shall pass from the SELLER to the BUYER upon the
execution of this Deed and the BUYER shall be responsible for
securing insurance over the Property at its own expense.

1.5 Use of the Property

The BUYER shall use the Property as a school.

SECTION 2
REPRESENTATIONS AND WARRANTIES

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2.1 Representations and Warranties on the Property

The SELLER hereby represents and warrants in favor of the BUYER that:

(a) it is the registered, lawful and beneficial owner of and has good
and marketable title to the Property;

(b) Transfer Certificate of Title No. xxxxxxxxxx, a copy of which is

attached hereto as Annex A, is genuine, valid and subsisting;

(c) to the best of its knowledge, Transfer Certificate of Title No.

xxxxxxxx does not overlap any other claim or title;

(d) as of the date of this Deed and except for any liens, claims, charges
or other encumbrances expressly annotated on Transfer Certificate
of Title No. xxxxxxxxxxxxxxx, the Property is free from any title
defects, liens, claims, charges, or other encumbrances and third-
party claims including, but not limited to, mortgages, conditional
sales contracts, collateral security arrangements and other title or
interest retention arrangements;

(e) the Property is not under any system of sharecrop or tenancy lease
and is not covered by the Comprehensive Agrarian Reform Law of
1988 or any other applicable agrarian reform law of the Philippines;

(f) as of the date of this Deed, there is no pending action, suit,

proceeding or investigation, including but not limited to
condemnation, expropriation or eminent domain proceedings, or to
the knowledge of the SELLER, threatened against the Property or
any portion thereof which will adversely affect the rights of the
BUYER over the Property;

(g) the tax declarations over the Property and over all improvements
and machinery erected, installed or found therein, attached hereto
as Annexes “B” and “C” are genuine, valid and subsisting; and

(h) any and all real estate taxes and assessments on the Property due to
the Republic of the Philippines or to any province or city for the
period up to the date of execution of this Deed have been or will be
duly paid by the SELLER.

2.2 Mutual Representations and Warranties

Each of the parties represents and warrants in favor of the other that:

(a) it has full power, authority and legal right to incur the
obligations provided for in this Deed, to execute and deliver this
Deed, and to perform and observe the terms and conditions hereof;

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 (b) this Deed constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the terms
hereof;

(c) the execution, delivery and performance of this Deed

have been duly authorized by all necessary action on its part; and

(d) the execution, delivery and performance of this Deed

will not violate or exceed its power, or contravene any provision of:
(i) any applicable law, regulation, decree or order to which it is
subject; (ii) its articles of incorporation or by-laws: and (iii) any
contract or agreement to which it is a party or which is binding
upon it or any of its assets.

2.3 Interpretation of Warranties

(a) The representations and warranties enumerated under Section 2.1

of this Deed were relied upon by the BUYER in executing this Deed
and constitute an essential consideration thereof.

(b) Each of the warranties enumerated under Section 2.1 of this Deed
shall be construed as a separate and independent warranty and
shall not be restricted or limited by reference to or inference from
the terms of any other warranty or any other term of this Deed.

2.4 Limitation on Warranties

(a) The Property is herein sold, transferred, conveyed and delivered on

an “as is where is” basis without warranty as to defects and
conditions thereof.

(b) The BUYER hereby acknowledges that it has inspected the

Property and is satisfied with the condition of the Property.

SECTION 3
GENERAL PROVISIONS

3.1 Governing Law

This Deed shall be governed and construed, in all respects, by the laws of
the Republic of the Philippines.

3.2 Mutual Commitments

(a) The parties covenant and agree that they shall perform all such acts
and execute and deliver such other documents, instruments, or
agreements as may be necessary in order to give effect to the intent
underlying this Deed.

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 (b) The parties hereto covenant and agree that they will perform all
undertakings and obligations imposed on them under this Deed in
good faith, and that they will not willfully take or omit to take any
action which would frustrate the spirit and intent underlying this
Deed.

3.3 Amendments

No provision of this Deed may be amended, waived, discharged or

terminated orally, but only by an instrument in writing signed by the
party against whom enforcement of the amendment, waiver, discharge or
termination is sought.

3.4 Waiver; Cumulative Remedies

(a) A waiver by a party of a provision or of a right under this Deed is

binding on the party granting the waiver only if it is given in
writing and is signed by the party or a duly authorized officer of
the party granting the waiver. A waiver is effective only in the
specific instance and for the specific purpose for which it is given.
A single or partial exercise of a right by a party does not preclude
another or further exercise or attempted exercise of the right or the
exercise of another right. Failure by a party to exercise or delay in
exercising a right does not prevent its exercise or operate as a
waiver.

(b) The failure of either party to insist upon a strict performance of any
terms, conditions and covenants hereof shall not be deemed a
relinquishment or waiver of any rights or remedy that such party
may have against the other party nor shall it be construed as a
condonation of any subsequent breach or default on the terms,
conditions and covenants thereof.

(c) The rights, remedies and powers of the parties under this Deed are
cumulative and not exclusive of any rights, remedies or powers
provided to the parties by applicable law.

3.5 Severability of Provisions

If any one or more of the provisions of this Deed or any document that
may be executed in connection therewith shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein or in any other related
document shall not in any way be affected or impaired and shall remain in
full force and effect.

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 IN WITNESS WHEREOF, the parties have affixed their signatures as of
the date and at the place first written above.

(SELLER) (BUYER)
T.I.N. T.I.N.
By: By:

xxxxxxxxxxxxxx xxxxxxxxxxxxx
Chairman President
T.I.N. T.I.N.

SIGNED IN THE PRESENCE OF:

_________________________ ________________________

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY )S.S.

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

Name Competent Date/Place Issued

Evidence of Identity

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

foregoing instrument and they acknowledged to me that the same is their own
free and voluntary act and deed as well as of the entities represented by them.

This Deed of Absolute Sale consists of twelve (12) pages including this
page wherein the acknowledgment is written and the Annexes thereto, and is
duly signed by the parties and their respective witnesses on each and every page
of this document.

WITNESS MY HAND AND SEAL on the date and place first above
written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 20___.