DEED OF MUTUAL GRANT OF PERPETUAL RIGHT OF WAY

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Mutual Grant of Perpetual Right of Way is made and entered into this ___th day of _____ 2010 by and between:

FILINVEST LAND INC., a corporation duly organized and existing in accordance with laws of the Republic of the Philippines, with postal address at 173 P. Gomez St., San Juan City and herein represented by its President JOSEPH M. YAP as shown by the Secretary’s Certificate hereto attached as Annex “A” and hereafter the “First Party”;

and

The PROVINCE OF CAVITE, a local government unit, with address at the Capitol Building, Trece Martires City Duly authorized by the Sanguniang Panlalawigan as contained in Resolution No. ___ dated ______ attached herin as Annex “B” and here in represented by this instances by the HON. JUANITO VICTOR C. REMULLA, Provincial Governor, hereafter the “Second Party”.

Witnesseth:

WHEREAS, the FIRST PARTY is registered owner of certain private road lots in the Provinces of Cavite covered by TCT Nos. [ ] copies of which is attached herein as Annex “A”, “A-1”, “A-2” and forming an integral part hereof.

WHEREAS, the SECOND PARTY is owner of Pamayanang Maliksi, a mass housing project located in Pasong Kawayan II, General Trias, Cavite, including all the road lots therein and whose technical descriptions are attached herein as Annex ‘B”, “B-1”, “B-2” [ ] and forming an integral part hereof.

WHEREAS, the above –described road lots of both parties are adjacent, connecting and contiguous to one another.

WHEREAS, both parties, in order to have access to and from, and in order to be able to use, enjoy and benefit from their respective properties which have the roads as access and so as to have an outlet to the nearest road need to pass through the road lots of the other.

WHEREAS, the Second Party has proposed and the First Party has agreed that a mutual and perpetual right of way be constituted on each other’s above road lots.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto have agreed as follows:

1. The Parties hereby grant and constitute in favour of each other a perpetual, permanent and mutual right of way on their properties identified below for the use, benefit and convenience of the other and to provide an access from their respective properties including those to be acquired in the future. A list of the road lots belonging to the First Party on which this right-of-way is constituted is attached as Annex “C”, while the list of road lots belonging to the Second Party on which this right-of-way is constituted is attached as Annex “D”.

For clarity, a sketch showing the extent of the right-of-way constituted by the parties on their respective road lots in favour of the other is attached as Annex “E” and forms an integral part of this Agreement.

2. It is understood that the right of way shall entitle both parties to use the above-described roads of the other without restriction or condition for the passage of persons, domestic animals and vehicles without charge or compensation as the Parties have intended in the Memorandum of Agreement between the First Party and the Second Party have intended in the Memorandum of Agreement between the First Party and the Second Party acknowledged before Notary Public Avelino L. Salcedo as Doc. No. 213, Pag. No. 44, Book No. XVI, Series of 2009 (the “MOA”) and this Agreement.

3. The Parties agree to expedite the conclusion and execution of the deed of donation referred to in Paragraph 5 of the MOA. The Second Party commits to accept the donation by the First Party of its road lots covered by this Agreement, whether by itself or by the municipalities where road lots are located.

4. The parties herein represent that they have the requisite power, authority and capacity to enter into this Agreement and to perform their respective obligations and undertakings according to the terms and conditions thereof.

5. The terms of this Agreement shall be binding upon and shall inure to the benefit of the parties and their successors in interest, but neither party may assign its rights and interests, under this Agreement in favour of any third person without the written consent of the other.

6. This Agreement may be modified or revised by written agreement between the signatories and parties to this Agreement, citing therein the specific clause to be revised or modified and the corresponding amendments.

7. This DEED shall immediately take effect upon date of signing hereof. Each of the parties shall have the right and the other hereby authorize the other to annotate this agreement on their respective titles.

This Agreement is not intended to amend, modify, supersede or make any less valid of effective any of the terms and conditions contained in the Memorandum of Agreement between the First Party and the Second Party mentioned in Paragraph 2 above, and the respective obligations of the parties therein including the duties and obligations assumed and confirmed by R-II Builders Inc. therein shall remain valid, effective and fully enforceable.

IN WITNESS WHEREOF, both the FIRST PARTY & SECOND PARTY have there under subscribed their names this _____ day of_______ 2010 at ____________ Philippines.

FILINVEST LAND INC. THE PROVINCE OF CAVITE

By: By:

JOSEPH M. YAP JUANITO VICTOR C. REMULLAPresident Provincial Governor

With the Agreement and Confirmation of:

R-II Builders Inc.

By:

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In the Presence of:

____________________ _______________________

ACKNOWLEDGMENT

Republic of the Philippines) _____________________) S.S

BEFORE ME, a notary for and in the _____________________, personally appeared:

Name Gov’t Issued ID Date Issued/Expiry

JOSEPH M. YAPJUANITO VICTOR C. REMULLA

Known to me and to me known to be the same persons who executed the foregoing Agreement and acknowledged to me that the same is their free and voluntary act and deed.

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

Notary Public

Doc. No. ___;Page No. ___;Book No. ___:Series of 2010.