B. Deed Of Absolute Sale

DEED OF ABSOLUTE SALE KNOW ALL MEN BY THESE PRESENTS: This DEED OF ABSOLUTE SALE is made, executed and entered into this 1st February, 2008 in Iloilo City by and between: APPLE CORPORATION, a corporation organized and existing under Philippine laws, with principal office at Iloilo Business Park, Megaworld Boulevard, Mandurriao, Iloilo City, Philippines, represented herein by its President and CEO, Ms. Purple Twinkle Star, and hereinafter referred to as the “SELLER.” -ANDORANGE CORPORATION, a corporation organized and existing under Philippine laws, with principal office at Iloilo Business Park, Megaworld Boulevard, Mandurriao, Iloilo City, Philippines, represented herein by its President and CEO, Mr. Martin Black, and hereinafter referred to as the “BUYER.” WITNESSETH: WHEREAS, the SELLER is the absolute and registered owner of a parcel of land with improvements thereon located at Zone 1, Brgy. Calahunan, Mandurriao, Iloilo City, covered by Transfer Certificate of Title (TCT) No. 1234 (TCT No. 1234) containing a total land area of ONE THOUSAND EIGHT HUNDRED TEN SQUARE METERS (1, 810 sq. meters), and by Tax Declaration No. 1234, the copies of which are attached hereto as Annexes “B-1” and “B-2,” respectively. WHEREAS, the BUYER has offered to buy and the SELLER has agreed to sell, transfer, and conveyed the above mentioned properties to the BUYER for the amount of FIVE MILLION PESOS (Php 5 000 000.00), Philippine Currency, under the terms and conditions hereof; WHEREAS, the SELLER has the power, capacity, and authority to sell and transfer the title of the properties to the BUYER, there being no hindrance, legal or otherwise, to do the same upon the signing of this Deed of Absolute Sale; NOW, THEREFORE, for and in consideration of the foregoing premises and covenants hereinafter stipulated, the parties hereby agree as follows: 1. Consideration For and in consideration of the amount of FIVE MILLION PESOS (Php 5 000 000), Philippine Currency, inclusive of 12% Value Added Tax (the “Purchase Price”), the SELLER hereby SELLS, TRANSFERS, and CONVEYS in favor of the BUYER, on an “as is where is” basis, all of the SELER’s rights, title, and interest in the properties. 2. Mode of Payment

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The BUYER shall pay the SELLER TWO MILLION FIVE HUNDRED THOUSAND PESOS (Php 2 500 000), Philippine Currency, upon the execution of the Deed of Absolute Sale and TWO MILLION FIVE HUNDRED THOUSAND PESOS (Php 2 500 000), Philippine Currency, upon the delivery to the BUYER of the owner’s duplicate certificate of title, already transferred in the name of the BUYER, together with the corresponding tax declarations of the properties, also in the name of the BUYER. 3. Warranties a. The SELLER is selling the properties on an “as is, where is” basis. b. The BUYER, through its President and CEO Mr. Martin Black, hereby confirms and acknowledges that it has independently inspected and verified the physical condition of the properties as well as the status of the documents evidencing the SELLER’s ownership of the properties, including the title. c. The SELLER warrants that it is not aware of any other case pending which involves the properties and that the properties are free and clear of all liens and encumbrances and any adverse claims of any kind and nature. d. The SELLER warrants that all the real estate taxes, assessments and other charges of the properties described above have been paid as of the date of the signing hereof. e. The SELLER represents and warrants to the BUYER that it is a domestic corporation qualified to own and hold title over the properties, and has the financial capacity to sell the same to the BUYER. The SELLER further represents and warrants that all actions necessary on its part to execute this Deed and to perform the transactions contemplated herein have been taken by it. 4. Taxes and Expenses a. The SELLER shall submit to the BUYER the real properties tax receipts on the properties and upon the execution of this Deed, the BUYER shall reimburse the SELLER the pro-rata share of the real properties taxes advanced by the SELLER, covering the period from the date of execution of this Deed until the end of the year, which shall be for the account of the BUYER. b. The BUYER shall likewise reimburse the SELLER, upon the execution of this Deed, the pro-rata share of the insurance premiums and other expenses to the properties advanced by the SELLER, covering the period from the date of execution of this Deed until the end of the insurance policy coverage, which shall be for the account of the BUYER. 5. Seller’s Additional Obligations 5.1 Upon the BUYER’s full payment of the purchase price, the SELLER shall also deliver to the BUYER the following:

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a. Original Owner’s copy of the Transfer Certificate of Title already registered in the name of the BUYER; b. Original Owner’s Copies of the Tax Declarations already registered in the name of the BUYER; c. Certificate of Eligibility from the Bangko Sentral ng Pilipinas (BSP) and the Securities and Exchange Commission (SEC); d. Copy of the latest Real Estate Tax Clearance; and e. Secretary’s Certificate certifying that the SELLER and/or its authorized representative were duly authorized by the Board, through a resolution issued during a valid meeting, to enter into and execute this Deed, for and in behalf of the SELLER. 5.2 The SELLER shall also deliver to the BUYER the official receipt/s evidencing the advance payment of real properties taxes up to the date of the execution of this Deed. 5.3 The SELLER shall also deliver to the BUYER all documents that it has in its possession which are related to or concerning the properties. These include, but are not limited to, documents pertaining to litigation that the properties are involved in, or have been involved in, and other documents which will aid the BUYER in transferring the title of the properties in their names. The SELLER also guarantees that it will not retain any copy of the above-mentioned documents and if the SELLER comes across any of the above-mentioned documents after the signing of this Absolute Deed of Sale, it will forward the same to the BUYER. 5.4 The SELLER shall be responsible for securing the Certificate Authorizing Registration (CAR) and the issuance of the new TCT in the BUYER’S name. 6. Binding Nature Each of the parties acknowledges and warrants that this Deed is a valid and binding obligation, enforceable in accordance with its terms, and that it shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. A breach by either party of any of the provisions contained herein shall render such breaching party liable for damages in addition to such other legal remedies that are available to the other party to protect its rights hereunder. 7. Collectibles, Awards, and Decision All monetary benefits accruing on the properties upon the signing of this Deed, including but not limited to previous demandable debts, collectibles from rent, and the like; shall be for the account of the BUYER. All awards and decisions that will be resolved by any court or tribunal in favor of the properties as of the date of signing of this deed shall likewise be for the benefit of the BUYER. IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures on the date and place above stated. 3

APPLE CORPORATION Seller

ORANGE CORPORATION Buyer

Represented by:

Represented by:

PURPLE TWINKLE STAR

MARTIN BLACK

SIGNED IN THE PRESENCE OF:

UBE LAVENDER __________________________

CASIO BROWN ____________________________

ACKNOWLEDGEMENT

Republic of the Philippines) _________________________) S.S

I certify that on this 1st day of February, 2008, before me, a notary public duly authorized in the city named above to take acknowledgements, personally appeared the following: Name Apple Corporation Orange Corporation

CTC Number 10000000 10000000

Date/Place Issued February 01, 2008 / Iloilo City February 01, 2008/Iloilo City

Who were known to me to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed. This instrument consisting of 5 page/s, including the page on which this acknowledgement is written, has been signed on each and every page thereof by the concerned parties and their witnesses, and sealed with my notarial seal. IN WITNESS WHEROF, I hereunto set my hand and affix my notarial seal on the date and at the place above written. Notary Public Atty. Kenneth T. Go 4

NOTARY PUBLIC FOR ILOILO CITY UNTIL DECEBER 31, 2020 6th FLOOR ST IVESCENTER, 6741 PASEO CENTER, ILOILO CITY, PHILIPPINES ROLL NO. 56881/01-09-09 PTR NO. 1677015/02/06/10 1BP NO. 07834LT/0114/RIZAL CHAPTER

Doc. No.______; Page No. ______; Book No.______; Series of 20___.

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