DEED OF CONDITIONAL SALE

KNOW ALL MEN BY THESE PRESENTS:

This DEED is made and entered into by and between:

MARIA CRISTINA P. GABATIN resident of Brgy.

San Isidro, Tarlac City;
DIOSDADO G . MANALILI resident of # 17
Sampaguita Street, Villa Magdalena 3, Camarin Road,
Caloocan City; and
ROLANDO M . MANALILI, resident of Sito Centro
Immaculate Conception Subd. Brgy. Tibag, Tarlac City;
All of legal ages, Filipinos and hereinafter referred to as
the VENDORS;
-and-

Spouses VICTOR M. ANGELES and MARIA CRISTINA C.

ANGELES both of legal ages, Filipinos and residents of
Blossomville Subd. Brgy. Sto Cristo, Tarlac City, hereinafter
referred to as the VENDEES;

WITNESSETH; That

WHEREAS, MA. CRISTINA P. GABATIN, has been appointed

administratrix of the estate of the deceased PABLO MANALILI, by virtue of
an Order of the HON. BITTY G. VILIRAN, Presiding Judge of the Tarlac
City Regional Trial Court Branch 65 dated August 9, 2005;

WHEREAS, the VENDORS, represented by MA. CRISTINA P.

GABATIN, DIOSDADO G. MANALILI and ROLANDO M. MANALILI have
offered to sell and the VENDEES have agreed to buy the parcel of land
containing an area of FIFTY-NINE THOUSAND AND SEVENTY-ONE
(59,071) SQUARE METERS more or less, located in Brgys. Sto. Niño and
Sinait, Tarlac City, Tarlac, and covered by Transfer Certificate of Title
No. 043-38885 issued by the Registry of Deeds for the Province of Tarlac,
bounded and more particularly described as follows:

Transfer Certificate of Title No. 043-38885

A parcel of land (Lot No. 4179 of the Cadastral Survey of

Tarlac, Cadastral Case No. 60, G.L.R.O. Cadastral Record No.
1877), situated in the Barrios of Sto Niño and Sinait,
Municipality of Tarlac. Bounded on the NE. by Lot No. 4180; On
the SE. by Lots Nos. 3540 and 4182; And on the SW. by Lot
No. 4178; And on the NW. by Lot No. 4181. Beginning at a
point marked “l” on plan, being N. 46 deg. 21’ W., 790.88 m.
 2

from B.L.L.M. No. 113; Thence S. 78 deg 39’ E., 230.22 m to

point 2; Thence S. 11 deg. 28’ W., 180.22 m. to point 3; Thence
N. 75 deg. 17’ W., 288.78 m. to point 4; Thence S. 59 deg.
53’E., 341.72 m. to point 5; Thence N. 50 deg. 16’ E., 500.63 m.
to point of beginning; containing an area of FIFTY NINE
THOUSAND AND SEVENTY ONE (59,071) SQUARE
METERS more or less. All points referred to are indicated on
the plan; Bearings true; Declination 0 deg. 23’ E., Date of
Survey, June 1932 to July 1936.

NOW THEREFORE, the VENDORS do hereby SELL, TRANSFER

and CONVEY in favor of the VENDEES, their heirs and assigns, the land
above-described under the terms and conditions set forth herein below;

1. That the agreed selling price for the subject parcel of land is ONE
HUNDRED THIRTY FIVE PESOS (PhP 135.00) per square meter
multiplied by the actual total area;

2. That the total estimated consideration of the sale of the parcel of

land covered by Transfer Certificate of Title No. 043-38885 is
SEVEN MILLION NINE HUNDRED SEVENTY FOUR THOUSAND
FIVE HUNDRED EIGHTY FIVE PESOS (Php: 7,974,585) PESOS
Philippine currency;

3. The amount of THREE MILLION NINE HUNDRED EIGHTY

SEVEN THOUSAND TWO HUNDRED NINETY TWO PESOS
AND 50/100 (Php:3,987,292.50) representing the estimated fifty
percent (50%) of the total purchase price, shall be payable by the
VENDEES to the VENDORS upon execution of this instrument;

4. The remaining balance in the amount of THREE MILLION NINE

HUNDRED EIGHTY SEVEN THOUSAND TWO HUNDRED
NINETY TWO PESOS AND 50/100 (Php:3,987,292.50)
representing the estimated remaining fifty percent (50%) of the
total purchase price shall be payable within six (6) months from
surrender of the Owner’s Duplicate Copy of the title and the
execution of this instrument. This final payment shall however
be subject to adjustment depending on the results of the
geodetic survey showing the actual total area of the property;

5. That likewise upon the signing and execution of this instrument,

the VENDORS shall execute a Deed of Absolute Sale for the
subject property and surrender and hand over the Original Owners
Duplicate Title in favor of the VENDEES for the registration of the
sale. The execution of the Deed of Absolute Sale however is
merely to enable the registration and transfer of the title in the
name of the VENDEES and shall only become effective and
 3

absolute upon the payment of the total consideration agreed

herein.

6. That the VENDORS shall give the VENDEES absolute and

complete control and possession of the subject property upon the
execution of this instrument and receipt of the first payment;

7. That the VENDORS do hereby covenant, represent and warrant to

the VENDEES that the above-described property is free from all
liens, adverse claims and encumbrances, that they have the
perfect and legal right to convey the same, and that they undertake
to defend the VENDEES, their heirs and assigns, from any and all
claims of all persons pertaining to the said property;

8. That all cost and expenses in relation to the real property tax,
capital gains tax, documentary stamp tax and any and all taxes,
charges and fees necessary for the transfer of the title in the name
of the VENDEES shall be for the account of the VENDORS except
Transfer Tax and Registration Fees before the Registry of Deeds
which shall be borne by the VENDEES;

9. Further, that in the event that the VENDORS should fail or

deliberately refuse to comply with their obligations, the VENDEES
shall be reimbursed of the amount of the purchase price paid, cost
of improvements as well as beneficial interests and other damages
that the VENDEES may suffer.

          IN WITNESSS WHEREOF, we have hereunto signed this deed of

conditional sale, this _______day of _________, 20______ at
____________________, Philippines.

_______________________ _____________________________
VICTOR M. ANGELES MARIA CRISTINA C. ANGELES
Vendee Vendee

___________________________ ________________________
MARIA CRISTINA P. GABATIN ROLANDO M. MANALILI
Vendor Vendor

________________________
 4

DIOSDADO G. MANALILI
Vendor

SIGNED IN THE PRESENCE OF:

_____________________                      _____________________

Witness                                                             Witness

ACKNOWLEDGMENT

Republic of the Philippines)

City/Mun. of ___________) S.S.

BEFORE ME, a Notary Public, for and in ________________, this

_______ day of _________________________ personally appeared:

Name: Identification Card: Issued on: Issued at:

Victor M. Angeles
Maria Cristina Angeles
Cristina P. Gabatin
Rolando M. Manalili
Diosdado G. Manalili

All known to me to be the same persons who executed the foregoing

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

      This instrument which relates to a Deed of Conditional Sale by Cristina

P. Gabatin, Diosdado G. Manalili and Rolando M. Manalili in favor of
Spouses Victor M. Angeles and Maria Cristina C. Angeles, consisting of
four (4) pages including this acknowledgment page, has been signed by
the parties and the witnesses where appropriate.

WITNESS MY HAND AND SEAL, this __________________, at

___________________, Philippines.

NOTARY PUBLIC

Doc. No. ____

Page No. ____
 5

Book No. ____
Series of 20___.