DEED OF ASSIGNMENT AND CONTRACT OF SALE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment is made and entered into this _____ day of

____________________ in __________________ by and between:

_________, Filipino, married, of legal age, and with

residence address at
________________________________________________
_______________________________________________,
(hereinafter referred to as ASSIGNOR),

- and -

___________, Filipino, married, of legal age, and with

residence address at
________________________________________________
_______________________________________________,
(hereinafter referred to as the ASSIGNEE).

WHEREAS, the ASSIGNOR is the registered owner of ONE (1)

MITSUBISHI MIRAGE G4 (herein after referred to as the CAR), particularly

described as follows:

Make and Type:

Motor Number:

Serial/Chassis No.:

Plate No.:

MV File No.:

Color:

WHEREAS, the CAR is under an automobile loan with chattel mortgage

with ______________________ (herein after referred to as the BANK), with a

mortgage term of ___ years counted from ________ until ____________;

 =2=
WHEREAS, the ASSIGNOR has agreed to transfer, assign and convey,

and the ASSIGNEE has agreed to purchase all the rights, title and interest of the

ASSIGNOR in and to the CAR, with a view of eventually transferring complete

ownership upon the completion of the payment schedule of the chattel mortgage

with the BANK;

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

the parties hereby agree as follows:

1. For and in consideration of the monthly payment of

____________________________ (_________), payment of which will be made by

the ASSIGNEE in either a personal bank account to be designated by the

ASSIGNOR or the loan account by the ASSIGNOR with the BANK, the

ASSIGNOR hereby assigns, transfers and conveys to the ASSIGNEE and/or his

nominee, absolutely and completely, her rights, title and interests in and to the

CAR.

2. The ASSIGNEE agrees to fully remit his monthly payment through

ASSIGNORs bank account with _____________________, with account number

______________________________, on or before ____________________________.

The ASSIGNEE undertakes to ensure that the bank account will be sufficiently

funded before every _______ of the month.

3. The ASSIGNOR, in turn, undertakes to issue post-dated checks to

fund and satisfy the requirements of the BANK for the settlement of the chattel

mortgage under her name, until the end of the term of the chattel mortgage

contract.
 =3=

4. The ASSIGNOR warrants that she has full right and valid title to the

CAR held in her name and that there is no existing impediment to the transfer,

assignment or sale of the CAR. Furthermore, the CAR is free and clear from

other liens, charges and other encumbrances, aside from the chattel mortgage

with the BANK.

5. Upon execution of this contract, the ASSIGNEE undertakes to

assume full responsibility to the maintenance and preservation of the CAR.

5.1. Any and all other liabilities arising from the use of the CAR,

including but not limited to, accidents arising from negligence of the

ASSIGNEE and other similar forms of liabilities, shall be shouldered upon

by the ASSIGNEE, his heirs or successors.

5.2. Any and all payments or benefits arising from any damage

or injury to the CAR or its passengers, including but not limited to,

proceeds from any comprehensive insurance plan, restitution from

parties-at-fault, and other similar forms of restitution or compensation,

accrue to the benefit of the ASSIGNEE, his heirs or successors.

6. Upon the full payment of the chattel mortgage and the appropriate

release of the documents from the BANK signifying the end of the chattel

mortgage contract, the ASSIGNOR, in consideration of the full payment and

settlement of the chattel mortgage contract with the BANK, hereby SELLS,

CEDES, TRANSFERS and CONVEYS unto and in favor of ASSIGNEE, his heirs

or successors, the CAR, free from any and all liens and encumbrances.
 =4=

7. The ASSIGNEE is hereby fully authorized and directed to record or

register the assignment, transfer and conveyance of the CAR with the

appropriate government agencies involved to fully effect this transaction.

8. The ASSIGNEE is hereby fully authorized to act under a SPECIAL

POWER OF ATTORNEY to lease, encumber, sell, assign, convey or otherwise

dispose of the CAR, in favor of any third person(s), natural or juridical, upon

such price and terms and conditions which the ASSIGNEE or ASSIGNOR may

deem reasonable, fit, proper or convenient, with the proceeds of any further sale,

assignment, conveyance or disposal of the CAR accruing to the benefit of the

ASSIGNEE. This is under the agreement that the ASSIGNEE is obligated to

ensure that the automobile loan under ASSIGNORs name with the BANK is

either:

Properly transferred to the third person(s) acquiring the CAR, or

Terminated or settled with the BANK.

The ASSIGNEE further undertakes under the SPECIAL POWER OF

ATTORNEY that, upon the lease, encumbrance, sale, assignment, conveyance or

disposal of the CAR to any third person(s), the ASSIGNOR and ASSIGNEE

should be freed from any liability or obligation relating to the automobile loan

with the BANK.

IN WITNESS WHEREOF, the parties have hereto affixed their signatures

below on this ___ of ________________ at _________________, Philippines.

 =5=

_____________ __________________
ASSIGNOR ASSIGNEE

By ________________________
(Position)

SIGNED IN THE PRESENCE OF:

______________________ _____________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

)

BEFORE ME, a Notary Public for and in ______________, this ___ day of
__________ 2008, personally appeared:

Name Comm. Tax Cert. No./ Date/Place Issued

Govt Issued ID

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

foregoing DEED OF ASSIGNMENT and they acknowledged to me that the same
is their free and voluntary act and deed.

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

Doc. No. _____;

Page No. _____;
Book No. _____; NOTARY PUBLIC
Series of _____.