CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS: This contract to sell made and executed on this ____ ____________________, 20_____ at Quezon City, Philippines by and between: day of

NEST BUILDERS & DEVELOPMENT CORPORATION., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at No. 8 Dinar Street, Jem 9 Subdivision, Tandang Sora, Quezon City represented herein by its President and Chairman of the Board, NESTOR S. LEAL, hereinafter referred to as the SELLER. - and ______________________________________, of legal age, Filipino citizen, with address at _______________________________________________________________ ________________________________________, hereinafter referred to as the BUYER. WITNESSETH WHEREAS, the SELLER is the OWNER/DEVELOPER of DIONISIO ROYALE EXECUTIVE HOMES located at No. 38 Beethoven St., Brgy. Sauyo, Tandang Sora, Quezon City; WHEREAS, the BUYER has agreed to purchase from the SELLER, and the SELLER has agreed to sell to the BUYER, the unit consisting of a lot and the house built or to be built thereon, which is more particularly described below (the UNIT), for the price and under such terms and conditions stipulated herein. NOW, THEREFORE, for and in consideration of the foregoing premises and of the other covenants herein contained, the SELLER hereby cedes, transfers and conveys, by way of CONTRACT TO SELL unto the BUYER, his or her heirs, successors or assigns, the UNIT herein described below, subject to the following terms and conditions:

I DESCRIPTION OF THE UNIT UNIT LOCATION: Located at No. 38 Beethoven Street, Barangay Sauyo, Tandang Sora, Quezon City, Philippines. DESCRIPTION: Lot No. _____, Block No _____, as shown in the Lot Plan attached hereto as Annex A, and covered by Transfer Certificate of Title No. __________ of the Registry of Deeds for Quezon City. HOUSE : Substantially corresponds with Model _____. Constructed in accordance with the approved plans and specifications shown to the BUYER and/or his representative, a copy of which is hereto attached as Annex B hereof. FACILITIES : The Unit is part of the subdivision and housing development project duly registered with the Housing and Land Use Regulatory Board (HLURB) of the Philippine Government which accordingly has passed upon the adequacy, per the

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HLURB requirements and standards, of the basic infrastructures and facilities in the subdivision, such as: roads, water, electricity, drainage and sewerage disposal.

II PRICE AND PAYMENT 2.1 The selling price for the unit shall be _________________________________ ___________________________________________________ (P_________) (the Selling Price VAT INCLUDED), and shall be payable, as follows: (1) The sum of _________________________________________________ (P______________) representing thirty (30%) per cent of the Selling Price, has heretofore been agreed to be paid by the BUYER to the SELLER. The balance of the Selling Price, together with the interest thereon, shall be paid on _____ successive monthly installments, to be due and payable without necessity of demand on or before the first day of each month beginning on the month next succeeding delivery by the SELLER to the BUYER of the Certificate of House Turnover referred to in Section 4.1 hereof. The interest shall be due on the balance of the Selling Price for the first amortization year shall be fixed at the rate of _____ (___%) per cent per annum, and each of the succeeding amortization year thereafter shall be at such rate which will be determined and fixed by the SELLER, within thirty (30) days prior to the commencement of each amortization year, to be then prevailing rate of interest on housing loans. The monthly installment to be paid by the BUYER to the SELLER for the first amortization year shall be in the amount of _____________________________ _______________________________ (P______________). Monthly installment for each succeeding amortization year shall be fixed by the SELLER taking into accounts the applicable interest rate for such year, and communicated to the BUYER prior for the commencement of the amortization year.

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The BUYER shall pay and remit to the SELLER, in addition to the Selling Price, the settlement/miscellaneous charges set forth in Annex C (the Miscellaneous Charges) in accordance with the schedule set forth herein. The SELLER may increase the Selling Price but only in the event an extraordinary inflation or devaluation of the Philippine Peso supervenes, a provided for in Sec. 1250 of the Civil Code of the Philippines, and only to the extent necessitated by an increase in development and construction costs resulting from such extraordinary inflation or devaluation. The SELLER shall notify the BUYER of the increase in Selling Price in due course and fifteen (15) days from the receipt of the relevant notice, to rescind the contract.

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III TRANSFER OF TITLE 3.1 The SELLER shall execute or cause the execution of a Deed of Absolute Sale in favor of the BUYER, thereby conveying all its rights, interest and Title to the Unit, as soon as the following shall have been accomplished:

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(1)

Payment in full of the Selling Price and the Settlement or Miscellaneous Charges, as well as of all advances whatsoever which may have been made by the SELLER for the account of the BUYER; and Completion of the construction of the unit, and provided that the BUYER is not in breach or violation of any provision of this contract.

(2)

3.2

The SELLER may, at the request of the BUYER assist the latter in securing the registration with the proper Registry of Deeds of the Transfer of Title to the Unit to the name of the BUYER and the release of the corresponding Transfer Certificate of Title in the name of the BUYER. The title, rights and interest to be thus conveyed to the BUYER shall be subject to the provisions of the Deed of Restrictions and condition of sale attached hereto as Annex D hereof (the Deed of Restrictions), the Articles of Incorporation and By Laws of NEST BUILDERS & DEVELOPMENT CORP., zoning regulations or such other restrictions on the use of property as may be imposed by the government and other authorities having jurisdiction thereon, and such other restrictions and easements of record, and the BUYER hereby agrees to be bound thereby. The documentary stamps tax, transfer tax, registration fees and other expenses connected with this contract, the aforementioned Deed of Absolute Sale, and the issuance of the corresponding Transfer Certificate of Title for the Unit shall be for the account of and for, paid by, the BUYER.

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IV UNIT OCCUPANCY 4.1 If the BUYER is not otherwise in default under any provision of this Contract, the possession of the Unit shall be delivered by the SELLER to the BUYER within a reasonable period of time from the date of the completion of the construction of the house forming part of the Unit. The SELLER shall deliver to the BUYER at his abovementioned address or at the site of the Unit, a Certificate of House Turnover and the keys to the Unit, (such date of delivery of the Certificate of House Turnover, whether or not it is the actual date of commencement of occupancy of the Unit by the BUYER, is for the purposes of this Contract, and is hereinafter referred to as, Delivery Date). If the BUYER moves in to the Unit without the corresponding Certificate of House Turnover having been delivered to him, such moving-in shall be deem as unconditional acceptance of delivery of the Unit by the BUYER, and BUYER shall be deemed to have moved-in to the Unit as soon as he, or any party authorized by him, has commenced the occupancy thereof or placed any furniture, appliance or any personal or other belonging therein. From and after the Delivery Date, whether or not the Title to/or possession of the Unit has been transferred to the BUYER, the BUYER in the place of the SELLER shall observe all the conditions and restrictions, and shall be liable for all risks of loss or damage to the Unit, charges and fees for utilities and services, taxes and other obligations and assessments appertaining to the Unit pursuant to the Deed of Restrictions, and the Articles of Incorporation and By-Laws of the Homeowners Association.

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V CONSTRUCTION SCHEDULE 5.1 The SELLER undertakes and commits that, unless prevented by force majeure, it shall complete the construction of the Unit, make the same physically habitable and usable and ready for occupancy for residential purposes with all necessary and customary utilities extended to it, in approximately six (6) months from the date of the execution of this Contract. For purposes of determining the SELLERs due compliance with its aforementioned obligation, the Unit shall be deemed complete, physically habitable and usable and ready for occupancy for residential purposes when the same shall have been determined to be such by the building official of Quezon City and an occupancy permit shall have been issued by the said official, regardless of the BUYERs acceptance or nonacceptance of the Unit. The term force majeure as used herein includes, but is not limited to, any act of GOD, strikes, lockouts or other industrial disturbances, serious civil disturbance, unavoidable accidents, blowouts, acts of public enemy, war blockade, public riot, fire, flood explosion, governmental or municipal restraint, court or administrative injunctions or other administrative orders stopping or interfering with the work progress, shortage or unavailability of equipment, materials or labor or restriction thereof or limitations upon the use thereof, delays in transportation, acts of third person(s), and or any other condition, event, cause, or reason reasonably beyond the control of the SELLER. Should the SELLER be delayed in the construction or completion of the Unit due to any majeure, the SELLER shall be entitled to such additional period(s) of time sufficient to enable the SELLER to complete the construction of the same, but in any event subject to the provisions of Sec. 5.1 hereof. The BUYER expressly agrees and accepts that the failure of the SELLER to complete the Unit within the said six-month period shall not be a ground for the BUYER to rescind or cancel this Contract. If the Lot being sold under this contract is not currently improved with a residential building, the SELLER hereby agrees to complete the construction of the residential building and is deemed complete when it is physically habitable and usable for the purpose for which was purchased, ready for occupancy with all the utilities connected. A. Notwithstanding the foregoing, the SELLER may extend the performance of completion of such construction beyond the above stated six (6) months building period for reason not within the SELLERs control, due to acts of GOD, extraordinary conditions of weather, casualty loss during the construction period (such as fire or other destruction), unforeseen material shortages, civil unrest, or labor strikes or disruptions. VI SELLERS RIGHT TO MAKE ALTERATIONS, REPAIRS, ADDITIONS OR OMISSIONS BEFORE DELIVERY

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5.4

The SELLER reserves the right, at any time before Delivery Date, to make any alteration, repair, addition or omission, as it may deem necessary, on the LEGACY project or the Unit (provided that the Unit when completed shall substantially conform with the description set forth in Section I hereof), and said alteration, addition or omission shall in no way affect or render void this Contract.

VII MEMBERSHIP IN THE HOMEOWNERS ASSOCIATION

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7.1

The BUYER shall, as of the Delivery Date, automatically become a member of the DIONISIO ROYALE EXECUTIVE HOMES which shall be tasked with and responsible for, among others, the maintenance of the common facilities and services for the DIONISIO ROYALE EXECUTIVE HOMES residents. He shall pay the homeowners monthly dues as may be fixed by the Board of Trustees of the association. Homeowners Association dues shall constitute a lien on the Unit superior to all other liens and encumbrances, save as otherwise provided in this Contract and in any applicable law.

7.2

VIII COMPLIANCE WITH RESTRICTIONS AND COMMUNITY OBLIGATIONS The BUYER shall comply with the restrictions on the property imposed by the SELLER, as well as the obligations attaching to ownership of a __________ unit and it communal increments, whether or not specified in the Deed of Restrictions.

IX BUYERS DEFAULT 9.1 Should the BUYER fail for any reason to pay any installment(s) due, together with any interest thereon as provided in this Contract, the rights and obligations of the parties shall be, as follows: A. If the BUYER is in default in any installment due in accordance with Sec. II hereof such default occurs when less than two (2) years of installments have been paid, the BUYER shall be entitled to a grace period of sixty (60) days to make the necessary payment without any penalty, provided, however, that the BUYER shall avail of such grace period only once during the entire term of the Contract. Upon failure of the BUYER to update all outstanding installment within the said grace period, or if he shall have previously availed of such grace period, upon failure of the BUYER to pay any installment as and when the same falls due, the SELLER shall have the right, exercisable at its own absolute discretion: [i] to charge the BUYER a late payment charge at the rate of three (3%) percent per month, based in the total amount due and payable, computed from the due date of each installment: and/or [ii] to cancel or rescind this contract, such cancellation and rescission to take effect thirty (30) days from receipt by the BUYER of the notice of cancellation or demand for rescission, by a notarial act. In case of cancellation of this Contract, the total installments paid on the Selling Price shall be forfeited in favor of the SELLER which shall be considered as rentals paid for the use and occupation of the aforementioned unit which shall then be considered as liquidated damages suffered by the failure of the BUYER to fulfill his or her part of this agreement and the consequent delay suffered by the SELLER in disposing the said unit. The BUYER hereby renounces his or her right to demand or reclaim the return of the unit and further obligates himself or herself to peacefully vacate the premises and shall deliver possession of the unit to the SELLER without need of further demand.

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Furthermore, the BUYER shall also be liable to pay the total amount of interests, advances and late payment charges due and unpaid to the SELLER, as well as unpaid taxes, assessments, and association fees due to the Homeowners Association. The SELLER shall have no liability whatsoever to the BUYER in case of cancellation. B. If the BUYER fails to pay any installment in accordance with Sec. II hereof and such default occurs when at least two (2) years of installments have been paid, the BUYER shall be entitled to a grace period, equivalent to thirty (30) calendar days for every completed year of installments paid counted from and after the due date of the unpaid installment, the necessary payment without penalty, provided however, that the right to avail of such grace period shall be exercised by the BUYER only once in every five (5) years period of the term of this Contract. Upon failure of the BUYER to update all the installment due within such grace period or if the BUYER fails to pay an installment on due thereof when he has previously availed of the said grace period within the given five (5) years period of the term of this Contract, the SELLER shall have the right, exercisable at its own absolute discretion. [i] to charge the BUYER a late payment charge at the rate of three (3%) percent per month, based on the total amount due and payable, computed from the due date of each installment; and/or [ii] to cancel or rescind this Contract after thirty (30) days from receipt by the BUYER of the notice of cancellation or demand for rescission, by notarial act. In case of cancellation of this Contract, fifty (50%) percent of the total installments paid shall be forfeited in favor of the SELLER which shall be reduced by an additional five (5%) percent for every additional completed year of installments, but the amount to be thus forfeited in favor of the SELLER shall not, in any event, be less than ten (10%) percent of the total installment paid. Furthermore, the BUYER shall be liable to pay the total amount of interest, advances and late payment charges due and unpaid to the SELLER as well as unpaid taxes assessment, and association fees due to the Homeowners Association. All of which may be deducted by the SELLER from the balance of the amount paid by the BUYER after deducting the forfeited amount mentioned above. In case of cancellation, the SELLER shall have no liability whatsoever to the BUYER, except to return the balance of the installment payments computed in accordance with the foregoing, without interest. 9.2 Notice to the BUYER mailed at his address as provided hereinabove shall be considered as sufficient compliance with the above requirements for purposes of this Contract.

X OTHER BREACH BY BUYER Except from non-payment of installments due which is governed by the provisions of Sec. IX hereof, it is herein expressly agreed that upon violation by the BUYER of any of the covenants, terms and conditions contained in this Contract, the Deed of Restrictions, and the Articles and By-Laws of the DIONISIO ROYALE HOMEOWNERS ASSOCIATION, then the SELLER shall have the right without need of legal or court action to cancel or terminate this Contract upon written notice to the

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BUYER, and the SELLER shall be entitled to exercise the rights stipulated in Sec. IX hereof with respect to the forfeiture of installments paid by the BUYER. Additionally, the BUYER shall be liable to pay the total amount of interests, advances and late payment charges then due and unpaid to the SELLER, as well as unpaid taxes, assessments, and association fees due to the Homeowners Association, all of which may be deducted by the SELLER from the amount to be returned to the BUYER as aforementioned.

XI BUYERS OBLIGATIONS IN CASE OF TERMINATION 11.1 Should this Contract be terminated, cancelled or rescinded in accordance with the penal provisions hereof, the BUYER shall remove, at his own expense and within a period of such cancellation or rescission, all furnitures and fixtures placed or introduced by the BUYER on the Unit, otherwise the SELLER may, at its own option ad subject to the provisions of the next succeeding paragraph, cause the removal of the same at the expense of the BUYER. The SELLER is hereby granted possessor lien on all furnitures and fixtures to be placed or introduced by the BUYER on the Unit to secure the latters obligations top the SELLER under this Contract. Should this Contract be terminated, cancelled or rescinded in accordance with the penal provision hereof, and at the time of such termination, cancellation or rescission there are amounts due and owing from the BUYER to the SELLER, the SELLER shall have the right to retain possession of said furnitures and fixtures until such time as the BUYER shall have paid said amount in full, and if the BUYER fails or refuses to pay such amounts within a reasonable period of time, the SELLER may sell the retained furnitures and fixtures and apply the proceeds thereof to the BUYERs unpaid obligations.

11.2

XII OTHER REMEDIES/RELIEFS OF SELLER It is understood that the obligation of the BUYER under this Contract (whether or not involving money, remedies or penalties against such BUYER) shall not limit or exclude any obligation of, remedies or penalties against, the BUYER under the Deed of Restrictions, the Articles of Incorporation and By-Laws of the Homeowners Association and existing laws.

XIII INSURANCE The SELLER shall have the house forming part of the Unit insured against loss and/or damage by fire and lightning. The BUYER likewise agrees to be covered by a credit redemption insurance during the term of this Contract. Premiums said insurance coverage shall be for the account of the BUYER and shall be paid annually in advance.

XIV ASSIGNMENTS BY SELLER The SELLER expressly reserves the right to assign this Contract and all rights or obligations arising by virtue hereof to any third person without requiring the consent of the BUYER who shall be notified of the assignment.

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XV SELLERS CONSENT TO TRANSFERS The BUYER shall not transfer or assign to any third person any rights or obligations under this Contract except upon notice to, and with the consent in writing of, the SELLER, it is being understood that this Contract is being executed on the basis of the personal circumstances and representations of the BUYER as hereinabove provided. Any sale, assignment or transaction entered into by the BUYER in violation of this condition may, at the option of the SELLER, be considered null and void, without prejudices to the right of the SELLER to consider the BUYER in default under this Contract.

XVI INCORPORATION BY REFERENCE The BUYER hereby agrees to be found by all the terms and conditions of the Deed of Restrictions and the Articles of Incorporation and By-Laws of the DIONISIO ROYALE EXECUTIVE HOMES copies of which have been duly furnished by the SELLER to the BUYER. The BUYER further confirms that his obligations under this Contract shall survive the full payment of the Selling Price and the execution of the Deed of Absolute Sale referred to in Section III hereof.

XVII GENERAL PROVISIONS 17.1 The BUYER hereby represents that this entire Contract has been read, understood and accepted by him or his authorized representative(s). This Contract sets forth the entire agreement between the parties and supersedes any and all prior understanding and agreements between them. No representation or warranty relating to the Unit and/or the DIONISIO ROYALE EXECUTIVE HOMES project shall be binding upon, or enforceable against the SELLER unless the same is expressly stated or reiterated in this Contract. All payments by the BUYER there under shall be applied in the following order of priority: A. B. Costs and expenses chargeable to the BUYER, including but not limited to, insurance premiums and the miscellaneous charges. Late payment charges on: 1. Past due interest 2. Past due principal Past due interest Past due principal Current Interest Current Principal

17.2

C. D. E. F. 17.3

This Contract shall not be considered as changed, modified, altered or in any manner amended by acts of tolerance of the SELLER, unless such changes, modifications, alterations or amendments are made in writing and signed by all parties hereto. Amendments of any of the terms hereof shall not be effective unless expressed in writing and duly consented to by all the parties. This Contract and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the Republic of the

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17.5

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Philippines. The parties hereby irrevocably agree that any legal action or proceeding arising out or relating to this Contract shall be brought exclusively in the proper courts of the National Capital Region of the Republic of the Philippines. By the execution and delivery of this Contract, the BUYER hereby irrevocably submits, with regard to any such action or proceeding, for himself and in respect of his properties, generally and unconditionally and irrevocably, to the jurisdiction of the aforementioned courts. 17.6 This Contract shall be obligatory and binding upon heirs, successors-in-interest, administrators and assigns of the parties. The Certificate of House Turnover, and all notices, letters and/or any communications to the BUYER pertaining to this Contract shall be sent by personal delivery or by postage prepaid registered mail to the BUYERs address as indicated hereinabove. The BUYER undertakes to promptly inform the SELLER of any changes of address. Such Certificate of House Turnover or any such notice, letter, or communication shall be deemed to have been duly delivered or given to the BUYER on the date of receipts if delivered personally, or the date seven (7) days after posting if transmitted by mail. In case the SELLER is compelled to resort to the courts or seek the assistance of legal counsel to protect itself or seek redress for its grievances, the BUYER shall be liable to the SELLER for Attorneys fees equivalent to at least twenty (20%) percent of the amount of the claim or demand but in no case less than P25,000.00, in addition to the costs and expenses of litigation, without prejudice to any and all reliefs or remedies to which the SELLER may be entitled under this Contract, the law and in equity. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or enforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Contract. In such event, the parties shall consult as to the manner in which their original intention can be fulfilled as closely as possible, and they will and this Contract accordingly.

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17.9

IN WITNESS WHEREOF, the parties hereto set their hand on these presents on the date and at the place hereinabove indicated.

NEST BUILDERS & DEVT. CORP.

______________________________ SELLER BY: NESTOR S. LEAL Position : President Date : ________________

____________________________ BUYER With Marital Consent: ____________________________

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SIGNED IN THE PRESENCE OF:

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ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) QUEZON CITY ) S.S. BEFORE ME, a Notary Public for and in the above jurisdiction personally appeared NESTOR S. LEAL, with Community Tax Certificate No. _________________, issued at ______________, on ______________, and _________________________________________________, with Community Tax Certificate No. ______________, issued at ______________, on _______________, foregoing instrument and acknowledged to me that the same is of their own and free will and voluntarily act and deed as well as that of the corporation herein represented. WITNESS MY HAND and _______________________, 20_____. notarial seal this _____ day of

NOTARY PUBLIC Until December 31, ____

DOC. NO.____________ PAGE NO.____________ BOOK NO. ___________ SERIES OF 20_____.

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