ASSIGNMENT OF RECEIVABLES

This Assignment made and mutually delivered by and between –

XYZ DEVELOPMENT CORPORATION., a corporation duly

organized and existing under the laws of the Philippines, with
principal office at Sasmuan, Pampanga ( hereinafter referred to as
the “ASSIGNOR )

in favor of

[name of bank] , a banking corporation duly organized and

existing under the laws of the Philippines with principal office at
[address] ( hereinafter referred to as the “ASSIGNEE” )

Witnesseth, THAT –

Whereas, the ASSIGNEE has granted to the ASSIGNOR a loan in the principal
amount of Pesos: [amount in words] pursuant to the Loan Agreement by and
between ASSIGNOR and ASSIGNEE (the “Loan”);

Whereas, ASSIGNOR has proposed that the indebtedness be secured by and

through the assignment of its rights, title and interest under the Contact To Sell
executed by and between ASSIGNOR as the Owner-Seller therein and [name of
buyers] as the Purchasers therein of that certain parcel of land located in
Municipality of Sexmoan, Province of Pampanga (the “Contract To Sell”) with
an area of [area in numbers] square meters, more or less, and covered by
Transfer Certificate of Title No.[number] of the Registry of Deeds for Pampanga
( the “Lot”);

Whereas, as a source of repayment of the loan indebtedness of ASSIGNOR to

ASSIGNEE and by way of settlement of the same, the ASSIGNEE has demanded
that this assignment be duly executed, delivered and complied with by the
ASSIGNOR covering the rights, title and interest of ASSIGNOR under the
Contract To Sell and/or the remaining receivables under the Contract To Sell
constituting the remaining balance of the purchase price in the amount of Pesos:
[state amount in words] (the “Outstanding Sales Proceeds”);

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

ASSIGNOR by these presents, assigns, transfers and conveys in favor of the
ASSIGNEE all of its rights, title and interest in and under the Contract To Sell
and/or the Outstanding Sales Proceeds thereof under the terms and conditions
hereinafter set forth :

1. The rights, title and interest herein assigned by ASSIGNOR in favor of

ASSIGNEE refer to

a. All of the rights, title and interest of the ASSIGNOR in and under
the Contract To Sell in its capacity as the seller-owner thereof in
such a manner as to constitute the ASSIGNEE as the rightful
recipient of any and all amounts now and hereafter due and
payable by the purchaser(s) representing the purchase price of the
Lot ;
 b. Any and all the sums of money constituting or equivalent to the
Outstanding Sales Proceeds on account of the sale of the Lot under
the Contract To Sell;

2. It is the intention of the parties upon the execution of this assignment to

have the ASSIGNEE to receive henceforth any and all payments from
[name of buyer] to be applied to the settlement of Loan.

3. The ASSIGNOR warrants that it is the registered owner of the Lot and that
the same is free from liens and encumbrances; that its has capacity to enter
to this agreement and that it is not suffering from any restriction for the
assignment of its rights, title and interest to the Lot or its interest under
the Contract To Sell.

4. The ASSIGNOR covenants and undertakes to execute the necessary deed

of conveyance covering the Lot either to ASSIGNEE or to the buyer of the
Lot, with the end purpose of transferring and conveying ownership to the
Lot in compliance with the foregoing stipulations.

5. The execution of this assignment shall be considered as full and complete

settlement of the Loan upon receipt of the Outstanding Sales Proceeds.
The ASSIGNEE hereby releasing the ASSIGNOR, any of its officers,
directors and employees of any and all claims, actions and demand in
connection with the payment of the Loan.

6. To give full force and effect to this assignment and its intent, the
ASSIGNOR confers upon the ASSIGNEE absolute, ample and sufficient
power and by these presents hereby appoints, names and constitutes the
ASSIGNEE as its attorney-in-fact coupled with interest, and in its name ,
place and stead to collect , receive and give receipt for the proceeds of the
sale of the Lot from the buyer/purchaser thereof or from any person or
entity advancing the purchase price of the Lot for and in behalf of the
buyer/purchaser under any financing arrangement granted to the
buyer /purchaser of the Lot, hereby ratifying and confirming all acts and
deeds to be done by the ASSIGNEE by virtue of the power of attorney
herein granted as if personally done by the ASSIGNOR. Further, the
ASSIGNOR shall secure the conformity hereto of the buyer/purchaser
which conformity hereto shall bind buyer/purchaser to pay the remaining
balance of the purchase price to ASSIGNEE.

In Witness Whereof, the parties hereto have caused this assignment to be signed
this day of May, 2003 at _____________________ .

XYZ DEVELOPMENT CORPORATION [NAME OF BANK]

(Assignor) (Assignee)
By: By:

<NAME>.
President
 CONFORME:

[name/s of buyer/s]

Signed In the Presence Of:

__________________________________ _______________________________

ACKNOWLEDGMENT

Republic of the Philippines )

)

BEFORE ME, a Notary Public for and in the above jurisdiction, personally
appeared, to wit –

Name Community Tax Certificate

Number Date of Issue Place of Issue

Known to me or to me made known to be the same person who executed the

foregoing instrument and acknowledged to me that the same is their voluntary
act and deed and that of the corporation they represent.

Witness my hand and seal this day of May, 2006.

Notary Public

Doc. No. _____;

Page No. ____;
Book No. _____;
Series of 2003