CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS: This Contract to Sell is made and entered into by and between: GLF CORPORATION, a domestic corporation organized and existing under the laws of the Philippines, with principal office at 3rd Floor, Door 17, Leo Building, General Luna, Iloilo City, Philippines, herein represented by its Chairman/President, LADY JULIE GRACE BARONDA, of legal age, single, Filipino, and a resident of 162-C Javellana Street, Jaro, Iloilo City, Philippines, per Secretarys Certificate attached as Annex A hereof, hereinafter referred to as the SELLER; - and TOYS, INC., a domestic corporation organized and existing under the laws of the Philippines, with principal office at 2nd Floor, left wing, SM City Iloilo, Iloilo City, Philippines herein represented by its Chairman/President, DIANNE GOLEZ, of legal age, single, Filipino, and a resident of Villa Matilde, Jaro, Iloilo City, Philippines, per Secretarys Certificate attached as Annex B hereof hereinafter referred to as the BUYER; WITNESSETH: WHEREAS, SELLER is the registered owner of a parcel of land known as Lot No. 21, Gss-230, Passi Cad.031, with an area of 70,100 square meters, situated at San Rafael, Diversion Road, Mandurriao, Iloilo, Philippines, and covered by Transfer Certificate of Title No. T-3812 of the Registry of Deeds for the City of Iloilo, and which parcel of land is more particularly described as follows: TRANSFER CERTIFICATE OF TITLE (TCT) NO. T-3812 A parcel of land (Lot No. 21, Gss-230, Passi Cad.031, with an area of 70, 100 square meters, situated at San Rafael, Diversion Road, Mandurriao, Iloilo City, Island of Panay. Bounded on the E., along corner 20 by Lot of Karl Ravena, Psu-281042; on the W., along line 1-2 by Lot 22; on the N., along line 2-3-4 by Lot 15; on the S., along line 4-5 by Lot 12 and on the W., along line 5-1 by Lot of Farell Antenor. All lots above stated are within Gss-230. x x x containing an area of SEVENTY THOUSAND AND ONE HUNDRED (70,100) Square Meters. WHEREAS, the BUYER has offered to buy and the SELLER has agreed to sell the above-mentioned property (Annex C hereof) under the terms and conditions agreed by the parties and set forth below; NOW THEREFORE, for and in consideration of the sum of ONE HUNDRED TEN MILLION AND FIVE HUNDRED THOUSAND PESOS (P110,500,000.00), Philippine Currency, and of the covenants hereinafter set forth, the SELLER agrees to sell and the BUYER agrees to buy the aforesaid real property subject to the following terms and conditions:

1. Purchase Price. - The total consideration shall be ONE HUNDRED TEN MILLION AND FIVE HUNDRED THOUSAND PESOS (P110,500,000.00), Philippine Currency, payable as follows: 1.1 The down payment of P20,500,000.00 shall be paid upon the signing of this contract; and 1.2 The remaining balance of P90,000,000.00 shall be paid in four (4) monthly installments and covered by post-dated checks, as follows: a. October 15, 2011 b. November 15, 2011 c. December 15, 2011 d. January 15, 2012 P 22,500,000.00 22,500,000.00 22,500,000.00

22,500,00 0.00 2. TOTAL P Payment of 90,000,000. Taxes. The 00 BUYER shall pay the Capital Gains Tax (CGT), Documentary Stamp Tax (DST), Transfer Tax and registration expenses and other fees and charges that will be incurred leading to the transfer of the certificate of title in the name of the herein BUYER; 3. Delivery of Possession. - Upon the signing of this Contract, the SELLER shall deliver the physical and actual possession of the parcel of land subject of this contract to the BUYER; 4. Execution of Deed of Sale. Upon full payment of the purchase price, SELLER hereby undertakes to execute the required deed of sale and any other legal document leading to the transfer of the title in favor of the BUYER; 5. Suits - Lawsuits arising from this Contract shall be settled in the proper Courts of Iloilo City; 6. Parties hereby bind and obligate themselves to faithfully comply with the terms and conditions of this contract. Parties may modify, alter or amend any provision of this contract provided the same is reduced in writing and mutually agreed by them. IN WITNESS WHEREOF, parties have hereunto affixed their signature this 25th day of August 2011, in the City of Iloilo, Philippines. GLF CORPORATION Seller By: LADY JULIE GRACE BARONDA Chairman/President By: DIANNE GOLEZ President/Chairman TOYS, INC. Buyer

Signed in the presence of: Signed in the presence of:

_________________ _________________

& &

________________ ________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES) C IT Y OF ILOILO) S.S. x---------------------------------------x BEFORE ME, this 25th day of August 2011, in the City of Iloilo, Philippines, personally appeared the following parties exhibiting to me their TIN IDs, as follows: Name Issued 1. Lady Julie Grace Baronda TIN 381-192-193 841-931-984 Place Iloilo City, Philippines

2. Dianne Golez

Iloilo City, Philippines

known to me to be the same person who executed the foregoing instrument and they acknowledged to me that the same is their own free and voluntary acts and deeds and of the corporations represented herein. This instrument consisting of three (3) pages including this page on which this acknowledgment is written, has been signed by the parties and their instrumental witnesses, on each and every page hereof, and pertains to a Contract to Sell over a parcel of land known as Lot No. 21, Gss-230, Passi Cad.031, with an area of 70,100 square meters, situated at San Rafael, Diversion Road, Mandurriao, Iloilo, Philippines, and covered by Transfer Certificate of Title No. T-3812 of the Registry of Deeds for the City of Iloilo, WITNESS MY HAND AND SEAL on the date, year and place abovewritten.

Doc. No. 911; Page No. 15; Book No. IV; Series of 2011.

ATTY. DAMIAN MCGINTY Notary Public For the City and Province of Iloilo Comm. Reg. No 121, Until 12/31/2011 PTR No. 3491041, 01/04/10, Iloilo City IBP No. 391301, 01/04/10, Iloilo City Attorneys Roll No. 58012