DEED OF ASSIGNMENT OF STOCK SUBSCRIPTION AND TRANSFER OF

RIGHTS

KNOW ALL MEN BY THIS PRESENTS:

This deed, made and entered into this ___ day of __________, 20__ at
the City of ______, by and between:

____, a duly registered Filipino Corporation, with business and

postal address at _______________________, represented by
_________ by virtue of the attached Board Resolution _____,
hereinafter referred to as the "ASSIGNOR"

-and-

____, a duly registered Filipino Corporation, with business and

postal address at ___________________________, represented
by _________ by virtue of the attached Board Resolution _____,
hereinafter referred to as the "ASSIGNEE".

WITNESSETH that -

WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of

stock of __________________, a corporation organized and existing under
and virtue of the laws of the Republic of the Philippines with office address at
_______________________, Philippines;

WHEREAS, the ASSIGNOR desires to assign

__________________________of its shares, as well as ALL his rights and
interests accruing therefrom, in favor of the ASSIGNEE;

WHEREAS, the identity of the shares of stock assign by the Assignor to

Assignee is identified in the attached APPENDIX A, which is an integral part of
this document;

WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S

aforesaid share;

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

and, for good and valuable consideration, the receipt whereof is hereby
acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does
hereby cedes, transfers and conveys, in a manner absolute, ALL its rights,
interests and title to and in the aforementioned _______________________
common shares of ______________________, including all his rights
appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby
accepts the same.

IN WITNESS WHEREOF, the parties have hereunto set their hands on

the date and place first above written.

Signature Signature
 ASSUMPTION OF OBLIGATION

KNOW ALL MEN BY THESE PRESENTS

WHEREAS, ________, a duly registered Filipino Corporation, with

business and postal address at ____________, is a stockholder of
_____________;

WHEREAS, by the power entrusted to me by Board Resolution

_________, I accept the assignment of shares by ______ in behalf of the
_____;

WHEREAS, as a condition for the transfer of said shares in

______Corporation, ______shall also a corresponding Deed of Assignment to
the Assignor for ________ amount of shares in _____ NEWCOR;

WHEREAS, the identity of the shares assigned by Assignee to Assignor

is identified in its proper deed of assignment;

WHEREAS, the condition for the assignment has already been done on
_________;

NOW THEREFORE, the above premises considered, ______ do hereby

assume the all the rights and obligations of _____ in ______;

IN WITNESS WHEREOF, the parties have hereunto set their hands on

the date and place first above written.

Signature Signature