SUBSCRIPTION AGREEMENT

Subscription made by and between ABC Inc., a corporation organized and existing under the laws of the State of New York, United States of America, with office address at 29 East, Saddle Brook, New Jersey, United States of America, herein called the Subscriber, and ABC, Inc., a stock corporation formed, organized and existing under the laws of the Republic of the Philippines, with SEC Reg. No. X1234-123, with office address at Makati City, , Philippines, hereafter called the Company.

Subscriber hereby subscribes to the shares of stock of the Company under the following terms and conditions:

Number of shares : 25,000Type of shares : CommonPrice per share : P400.00Total price : P10,000,000.00Terms of payment : Payable on CallManner of payment : Electronic Transfer of Funds

Subscriber hereby agrees to bear all the expenses for the execution and registration of this agreement and the issuance of covering stock certificates.

This agreement shall be subject to the terms and conditions of the Board Resolution No. N.A. dated 12 September 2005, specifically approving the subscription herein.

ABC Inc.

By: Juan Dela Cruz By: John OliverTreasurer President

(Company) (Subscriber)

Place: ________________ Place: _______________Date: _________________ Date: ________________