DEED OF CONDITIONAL SALE

KNOW ALL MEN BY THESE PRESENTS:

This Contract entered into by and between:

LUZ FLORES, Filipino, of legal age and a resident of Nagsaraboan,

Bacnotan, La Union hereinafter called the VENDOR

-and-

JESSIE N. CO and JOSEFINA C. CO., spouses, of legal ages, Filipinos and

residents of # 18 Mountain View Subdivision, Lingsat, San Fernando City, La
Union, hereinafter called the VENDEE;

WITNESSETH: that

WHEREAS, The VENDOR is the owner of one of a parcel of land located at

Nagsaraboan Bacnotan, La Union with an area of 229 square meters more or less and
covered by Tax Declaration No. 9457;

WHEREAS, The VENDOR has represented and warranted that the above
mentioned property is her acquired property through inheritance from her deceased
mother, Conigunda Flores but has not yet executed the necessary document to
transfer the same in her name ;

WHEREAS, The VENDOR has offered to sell her above mentioned property
to the VENDEE and warranted to execute the necessary documents in order to effect
proper sale and transfer in favor of the VENDEE;

WHEREAS, The VENDEE has agreed to purchase the above-described

property subject to the terms and conditions herein below specified;

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

VENDOR have agreed to sell and convey to the VENDEE, their heirs, executors,
administrators or assigns the afore-described property for and in consideration of the
sum of EIGHTY FIVE THOUSAND PESOS (P/85,000.00), Philippine
Currency .The aforesaid amount shall be paid in the following manner:

(a) The amount of P/ 42,5000 shall be paid, as in fact been paid on the
February 05, 2000 as evidenced by acknowledgment receipt duly
executed by the VENDOR;
 (b) The sum of P/43,000.00 shall be paid upon the presentation and receipt of
the documents of the subject property already transferred in the name of
the VENDOR and upon payment of the VENDOR of all inheritance taxes
and necessary fees due the BIR;

(c) The upon payment of the sum of P/43,000.00 as stated in the immediately
preceding paragraph , the Vendor and the Vendee have agreed and
stipulated that the former will execute and deliver to the Vendee, their
heirs, successors and assigns a definite and registrable absolute deed of
sale over the property subject of this deed of conditional sale;

(d) That the Vendor warrants peaceful possession of the property free from
liens and encumbrance and shall defend the title to said real property
hereby conveyed in favor of the Vendee, their heirs, successors or
assigns, against all just claims of all persons or entities and Vendor have
agreed to take care of the tenancy problem of the subject property if there
be any;

(e) That it is expressly provided and agreed by and between the parties to this
contract that any and all fees and expenses for the documentation,
notarization and up to the payment of the capital gains tax and other fees
due to the Bureau of Revenue shall be defrayed and borne by the Vendor
while the remaining fees and expenses for the registration and transfer of
title in the name of the Vendor shall be defrayed and borne by the
Vendee;

(f) Upon the execution of the definite and absolute sale in favor of the
Vendee , the Vendee shall take actual and physical possession of the
property and may initiate putting improvements thereon;

(g) It is agreed, covenanted and stipulated that the Vendee accepts and
receives the above-described property subject to whatever liens or
encumbrances existing thereon, such as present, back taxes, assessments,
imposts, assurance fund or any other liability which the government has
or may have on the property;

(h) In the event that the Vendor fails to consummate the sale on the agreed
conditions with no fault of the Vendee then the partial amount of
P/42,500 paid shall be refunded to the Vendee with interest at 3% per
month.

IN WITNESS WHEREOF, the parties hereto have hereunto signed these

presents at Dagupan City, Pangasinan on this ___ day of February, 2000.

LUZ FLORES JESSIE N CO

Vendor Vendee
CTC No. ___________ CTC No. _____________
Issued on ___________ Issued on ____________
Issued at ___________ Issued at _____________
 JOSEFINA C. CO.
Vendee
CTC No._________
Issued on__________
Issued at____________

SIGNED IN THE PRESENCE OF:

__________________________ __________________________

REPUBLI C OF THE PHILIPPINES)

CITY OF DAGUPAN . . . . . . . . . . .)S.S.

BEFORE ME, a Notary Public for and in the City of Dagupan this ___ day of
February, 2000 personally came and appeared: Luz Flores and Jessie N. Co with
their respective Community Tax Receipts as indicated below their respective names
above and who are made known to me to be the same persons who executed the
foregoing instrument and that they acknowledged to me under oath that the same is
their free act and voluntary deed.

This instrument refers to a Deed of Conditional Sale of one (1) parcel of land
and is consist of ___pages including the page on which this Acknowledgement is
written.
WITNESS MY HAND AND SEAL.

MEL MARIANO T. RAMOS

Notary Public
Until December 31, 2000
P.T.R. No. 8031514
1/26/00; Dagupan City

Doc. No. _____;

Page No. _____;
Book No. I;
Series of 2000.