Unit No.          Building               Floor Level    Phase                Floor Area

                           DEED OF CONDITIONAL SALE

       This DEED, made and entered into this _______________ at Makati City, by:

               FILIPINIANA TAGAYTAY PROPERTIES, INC., a domestic
       corporation duly organized and existing by virtue of Philippine laws with
       principal offices, business and postal address at the RGV Building, 5470
       Pres. Osmena Sr. Highway, Makati City, represented herein by its
       President, JOSEPH ARNOLD P. VALENCIA, hereinafter referred to as
       the “VENDOR”:

                                         IN FAVOR OF:

           Complete Name                                      Civil Status

           If Married, Complete Name of Spouse:               Citizenship

           Complete Residence Address:

       of legal age, hereinafter referred to as the VENDEE;

                                 W I T N E S S E T H: THAT:

       WHEREAS, the VENDOR is in the process of developing that certain parcel of
land containing an area of approximately TWENTY (20) HECTARES situated along the
Tagaytay National Highway at Kilometer 69, Municipality of Laurel, Province of
Batangas, presently covered by Transfer Certificate of Title No. T-59647 registered
under the name of RODOLFO G. VALENCIA issued by the Registry of Deeds for the
Nasugbu Branch, Province of Batangas into a world-class leisure vacation resort
development project now known as the “FILIPINIANA TAGAYTAY VACATION

        WHEREAS, the VENDOR and the herein-named registered owner of the
property are likewise in the process of lawfully registering and transferring the ownership
and title to the above-mentioned property in the name of the VENDOR in accordance
with the Property Registration Decree, as amended;

        WHEREAS, the sixty (60%) percent of the entire project area will be devoted to
theme park development, forests and eco-parks while only the remaining forty (40%)
percent will be earmarked for the construction of vertical structures such as the country
club, condominium and park buildings, a towncenter, Filipiniana hall and food mall, a
multi-faith chapel, and family villas, among others;

       WHEREAS, Phase One of the PROJECT calls for the construction of five (5)
residential condominium buildings, each of seven-storey in height;

        WHEREAS, the resulting condominium units will be open for to the general
public which will be given the free hand and choice either to purchase a unit, several
units thereat or any of the buildings and its constituent units which will all be brought
within the provisions of Republic Act 4726, otherwise known as the “Condominium Act of
the Philippines”, as amended and Presidential Decree 957, as amended and relative
laws on condominiums;

       WHEREAS, the Condominium Project will have to be established in accordance
with Republic Act No. 4726 by virtue of the Master Deed with Declaration of Restrictions
(the “Master Deed”) to be registered with the Registry of Deeds for the Nasugbu Branch,
Province of Batangas and to be annotated on Transfer Certificate of Title No. T-59547 of
the same Registry of Deeds;

        WHEREAS, Filipiniana Tagaytay Condominium Corporation (hereinafter the
“Condominium Corporation”) shall likewise be duly organized in accordance with law for
the purpose of holding title to all the common areas of the Condominium Project,
including title to the land, and is charged with the function of managing and
administering the Condominium Project;

      WHEREAS, the VENDOR warrants that it has the authority to sell, transfer and
convey the condominium units in the Project under a Deed of Conditional Sale;

        WHEREAS, the VENDOR has agreed to conditionally sell and the VENDEE has
agreed to buy a residential unit, inclusive of the appurtenant rights and interests in and
to the Condominium Corporation;

      NOW, THEREFORE, for and in consideration of the foregoing premises and
more particularly the sum of PHILIPPINE PESOS:

 In words:                                                                          In Figures:

net of discount, receipt of which in full is hereby acknowledged to the entire satisfaction
of the herein VENDOR, and which sum of money represents the equivalent value of

 In words:                                                                          In Figures:

at conversion rate of PhP _________ to US $1.00, the VENDOR hereby conditionally
sell, cede, transfer and convey, and by these presents, have conditionally SOLD,
CEDED, TRANSFERRED and CONVEYED unto the herein VENDEE, his/her heirs,
assigns and nominees a residential condominium unit herein-below denominated as

             Unit No.        Building        Floor Level        Phase No.           Floor Area*

        •      the unit floor area includes the share in the common area of the building which is
               approximately three (3) square meters.

inclusive of the appurtenant rights and interests in and to the Condominium Corporation
to be duly established and organized, as well as any and all rights and participations
appertaining to the Unit under the Master Deed or its subsequent amendment, the
Articles of Incorporation and By-Laws of the Condominium Corporation, and other
pertinent documents.

        1.     DELIVERY OF THE UNIT. The VENDOR hereby endeavors to complete
the construction of the “Baguio Building” and eventually deliver to the VENDEE the
condominium unit herein sold, ceded, and conveyed within TWENTY-FOUR (24)
MONTHS from date hereof. In the event of delay due to force majeure or any fortuitous
event, the VENDOR shall be entitled to such additional period of time sufficient to enable
the VENDOR to complete the construction of the building and deliver of the
condominium unit. If, however the completion is accelerated resulting in an earlier
completion date, the event shall be made known to the VENDEE to accept delivery of
the subject units.

        2.      REFUND.      Where the delay of the completion of the building and
delivery of the condominium unit result from other causes not covered in the immediately
preceding Section hereof, the VENDEE may exercise its right to demand for the refund
of the sum of money representing the consideration of sale as stipulated in this Deed.
The VENDOR hereby commits and binds himself to immediately cause the delivery to
the VENDEE of the refundable amount.

         3.     TITLE TO THE UNIT. The Condominium Certificate of Title covering the
unit to be delivered by the VENDOR to the VENDEE free from all liens and
encumbrances, except the terms and conditions, liens and restrictions as are annotated
on the Transfer Certificate of Title No. T-59647, or such as are imposed by Republic Act
No. 4726, in the Master Deed and any of its subsequent amendment, the Articles of
Incorporation and By-Laws of the Condominium Corporation, the zoning regulations and
other restrictions issued or to be issued by governmental or other authorities having
jurisdiction thereon.

        4.        DEED OF ABSOLUTE SALE. Notwithstanding the full payment of the
total purchase price for the subject Unit, the VENDOR shall only execute the final Deed
of Absolute Sale in favor of the VENDEE upon completion of the subject unit and the
availability of its corresponding condominium certificate of title.

for the creditable withholding tax to be paid by the VENDOR, all other taxes, fees,
registration fees, including legal and notarial fees for the execution and registration of
the enabling sale documents, transfer of title and issuance of the tax declaration
covering subject unit shall be for the paid for by the VENDEE.

        6.     PLANS AND SPECIFICATIONS. Plans and specifications for the project
may be subject to change, alteration or amendment for aesthetic or for marketing
considerations and/or to comply with the orders of authorities having jurisdiction over the
project provided that the location and area of the units purchased are not affected.

        7.     GOVERNING DOCUMENTS. This sale is expressly subject to the terms,
conditions and restrictions to be embodied in the Master Deed, the Articles of
Incorporation and the By-Laws of the Condominium Corporation and the House Rules
and Regulations of the Condominium Corporation and its subsequent amendments or

        8.   WARRANTIES. (a) VENDOR hereby warrants and shall defend its title
to the condominium unit herein conditionally sold, transferred and conveyed in favor of
VENDEE, his/her heirs, assigns and nominees, against all claims of all persons or

               (b)    Further, VENDOR warrants that the execution, delivery and
performance of this sale transaction have been duly authorized by all necessary
corporate action of the VENDOR; that neither the execution and delivery of the sale
agreement nor the consummation of the transaction violate any material agreement,
indenture, or instrument to which the VENDOR is a party or any provision of the
VENDOR’s certificate of incorporation or by-laws, or any law, regulation, license,
judgment, court order or decree to which the VENDOR is subject

                (c)       Finally, VENDOR hereby undertakes to execute any additional
documents, instruments and papers to complete the registration of this sale and the
transfer of the title in the name of VENDEE in accordance with the Condominium Act, its
implementing Rules and Regulations, and the provisions of the Land Registration Act, as

       IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the date and at the place first above-written.


               President                                 (Vendee)
                                                          TIN: __________________

Marital Consent of Vendee’s Spouse:

        Signature Over Printed Name

                              SIGNED IN THE PRESENCE OF:

     Signature Over Printed Name                       Signature Over Printed Name
Complete Residence Address:                       Complete Residence Address:


MAKATI CITY                 ) S.S.,

      BEFORE ME, a Notary Public for and in Makati City, this _______________,
personally appeared:

                                        Comm. Tax Cert
                Name                     Passport No.      Date Issued     Place Issued
Filipiniana Tagaytay Properties, Inc.
Joseph Arnold P. Valencia

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is his free and voluntary act and
deed as well as that of the principal he represents.

       The foregoing instrument, consisting of FOUR (4) PAGES, including the page
whereon this Acknowledgment is written, refers to a Deed of Conditional Sale of a
Condominium Unit forming an integral part of Filipiniana Tagaytay Project located along
the National Highway at Km. 69, Municipality of Laurel, Province of Batangas, and has
been signed by them and their instrumental witnesses at each and every page hereof.

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

Doc. No.___________;
Page No. __________;
Book No. __________;
Series of 2006.

Shared By: