[Of one (1) CAMP JOHN HAY GOLF CLUB, INC. membership share]


This Deed of Assignment, made and entered this ____ day of January 1999, by and between:

ESCOLASTICO DEL PRADO, of legal age, Filipino, married, with business address at c/o Poropoint Construction Corporation, S-20 Highland Plaza, Amorsolo Street, Makati City, hereinafter referred to as the ASSIGNOR;


SUNVAR PHILIPPINES, INC, a domestic corporation duly organized and existing under Philippine law, with office address at c/o Room 314, Heart Tower, 108 Valero Street, Salcedo Village, Makati City, represented by its founding partner, JOVEN NOBLE, hereinafter referred to as the ASSIGNEE;


WHEREAS, the ASSIGNOR is the owner of one (1) membership share in CAMP JOHN HAY GOLF CLUB, INC. ("SHARE"), as evidenced by a Certificate of Membership No. 00973, a copy of which is hereto attached.

WHEREAS, the ASSIGNOR is willing to assign, and the ASSIGNEE willing to accept, said SHARE by way of this instrument;

NOW, THEREFORE, for and in consideration of the amount of PESOS: ONE MILLION SIX HUNDRED AND FIFTY THOUSAND (P 1,650,000.00), Philippine Currency, receipt in full is hereby acknowledged by the ASSIGNOR, the ASSIGNOR does hereby assign, cell, cede, transfer and convey in a manner that is absolute and irrevocable the above SHARE unto the ASSIGNEE, free from all liens and encumbrances.

Simultaneous with the execution of this instrument, the ASSIGNOR shall endorse Certificate of Membership No. 00973 by signing in the back thereof in favor of the ASSIGNEE.

Any and all expenses incidental to the conveyance and registration of the transfer from the name of the ASSIGNOR to the name of the ASSIGNEE, such as documentary stamp tax, transfer fees, registration expenses and the like shall be the sole and exclusive account of the ASSIGNEE, except for the capital gains tax, if any, which shall be for the sole account of the ASSIGNOR.

IN WITNESS WHEREOF, the parties have hereunto signed this DEED OF ASSIGNMENT on the date and place first above written.


                Assignor                                           Assignee
     [TIN No. 134-675-324]                          [TIN No. 001-924-900]


                                                                    JOVEN NOBLE

Signed in the presence of:

__________________________    __________________________



Republic of the Philippines)
Makati City, Metro Manila  ) S.S.


BEFORE ME, a Notary Public for and in the City of Makati, Metro Manila, personally appeared:


Name              CTC No.                     Place                    Date 


Escolastico del Prado


Joven Noble

known to me to be the same persons who executed the foregoing Deed of Assignment, consisting of two (2) pages, including this page, with Francisco I. Chavez signing for and behalf of the ASSIGNEE, and they acknowledged to me that they executed the same as their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set may hand and affixed my notarial seal this ____ day of ____________ 1999.


Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 2000.


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