DEED OF ASSIGNMENT OF RECEIVABLES

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment, made and entered into this _____ day of ____________, 2004, in ___________________________ , Philippines, by: ______________________________, a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office located at__________________________________ represented in this Deed by its ____________________________ _____________________hereinafter referred to as the ASSIGNOR: - in favor of UCPB-CIIF FINANCE AND DEVELOPMENT CORPORATION, a corporation duly organized & existing under and by virtue of the laws of the Philippines, with principal office at Unit 1003 Antel Corporate Centre, 139 Valero St., Salcedo Village, Makati City, hereinafter referred to as the ASSIGNEE.

W I T N E S S E T H:
WHEREAS, the ASSIGNOR has applied for and obtained a loan from the ASSIGNEE in the amount of ____________________________________ ______________________________________ (P ___________________). Phillipine Currency, as evidenced by a promissory note executed by the ASSIGNOR in favor of the ASSIGNEE, copy of which is attached and made an integral part hereof as Annex ______; WHEREAS, the ASSIGNOR is the payee of certain Purchase Orders covering trade receivables of tobacco from Mighty Tobacco Corporation (the Trade Receivables) as enumerated and described in the schedule attached and made an integral part hereof as Annex ____, which ASSIGNOR warrants as assignable absolutely or by way of security; WHEREAS, the ASSIGNOR is willing to assign the Trade Receivables and endorse the corresponding Purchase Orders covering the Trade Receivables mentioned in Annex ____; WHEREAS, the ASSIGNOR is also willing to assign any and all Trade Receivables now or hereafter incurred for the account of the ASSIGNOR, [and also any balance to the credit of the ASSIGNOR in its deposit account with the ASSIGNEE,] in addition to, or as a replacement or substitution of, those Trade Receivables listed in Annex ____ which have been herein assigned, subject to the terms and conditions of this Deed of Assignment, it being the agreement of the parties that the ASSIGNEE shall at all times have collaterals and securities acceptable to it, which shall be current and shall have a total loan value of not less than the unpaid balance of the aforesaid loan and other obligations owed by ASSIGNOR in favor of ASSIGNEE; WHEREAS, _____________________________ have been authorized to enter into and execute this Deed of Assignment of Receivables, as shown by a duly certified resolution of the ASSIGNOR corporations Board of Directors dated __________________, 2003, a copy of which is hereto attached as Annex ____.

NOW, THEREFORE, for and in consideration of the foregoing premises and the covenants and stipulations hereinafter contained, the ASSIGNOR hereby assigns, transfers, conveys and sets over unto the ASSIGNEE, its successors and assigns, all of the said ASSIGNORs rights, title and interest in and to the aforesaid Trade Receivables as covered by the corresponding Purchase Orders specifically set forth in Annex ____ hereto, free and clear of all liens and encumbrances whatsoever, subject to the following terms and conditions: 1. This Assignment shall stand as security for the payment of the aformentioned loan, its renewals, future accommodations and such other obligations incurred or as may be incurred by ASSIGNOR in favor of ASSIGNEE, including all renewals thereof, together with the interest charges and penalties which will accrue or may be imposed thereon in accordance with the terms of the pertinent promissory notes executed by the ASSIGNOR in favor of the ASSIGNEE. The ASSIGNOR agrees to put up other collaterals acceptable to the ASSIGNEE as additional security, if so required by the latter. 2. The ASSIGNOR shall, upon the execution of this Deed of Assignment of Receivables, deliver and endorse to the ASSIGNEE the Purchase Orders covering the Trade Receivables, unless replaced or substituted by other security acceptable to the ASSIGNEE in accordance with paragraph five (5) hereof. The ASSIGNOR shall likewise notify, by registered mail, all its purchasers whose Trade Receivables have been assigned and the corresponding Purchase Orders endorsed to the ASSIGNEE. Proof of such notifications shall be submitted within ten (10) days from execution of this Assignment. 3. The ASSIGNOR represents and warrants to the ASSIGNEE that the Trade Receivables assigned herein and all documents and signatures appertaining to the Purchase Orders issued thereto, are genuine, valid, subsisting and in all respects what they purport to be, and represent bona fide Trade Receivables not subject of any litigation, dispute or set off; that the ASSIGNOR has absolute and good title and good right to sell, negotiate, endorse and assign said Trade Receivables and no prior sale or assignment has been made with respect to the same; that the parties thereto have capacity to contract; that the payment of the sums listed as owing by said purchasers is not contingent on the fulfillment of any conditions, past or future, that the amounts thereof are not disputed by the purchasers, and are not past due; that there is now owing by each purchaser named in Annex ___ hereof the total amount stated therein; and that the ASSIGNOR will immediately advise the ASSIGNEE of any occurrence that may in any way impair the validity of the Trade Receivables or tend to reduce the amount thereof. The ASSIGNOR also warrants the solvency of each of the purchasers named in Annex ___, which warranty shall subsist until the amount secured by this Assignment is fully paid. 4. The ASSIGNOR shall not, without the ASSIGNEEs prior written consent, sell or offer to sell, transfer, assign, pledge, mortgage or in any case hypothecate or subject to any other lien in favor of any person or entity, natural or juridical, other than in favor of the ASSIGNEE, any or all of the aforesaid Trade Receivables or those in replacement or substitution thereof. The ASSIGNOR further covenants and agrees that it shall keep the Trade Receivables free from any and all voluntary or statutory liens of any kind. Should any of the Trade Receivables become or is in actual danger of becoming subject to any lien or any order of execution or garnishment, the ASSIGNOR shall immediately notify the ASSIGNEE accordingly of the same, and shall forthwith take such steps as may be necessary to protect such Trade Receivables from, or to secure the release and/or discharge of, such lien, or any order of execution or garnishment; otherwise, the ASSIGNEE may provide such protection or secure such release and discharge at the ASSIGNORs expense. Moreover, the ASSIGNEE may require the ASSIGNOR to submit substitute collateral(s) in lieu of the Trade Receivables subject to or in danger of becoming subject to such lien, execution or garnishment.

5. From time to time, as determined by the ASSIGNEE, the ASSIGNOR shall assign, mortgage, or pledge in favor of the ASSIGNEE as securities and collaterals, in addition to, or replacement or substitution of, those herein assigned, subject to the terms and conditions of this Deed of Assignment, it being the agreement of the parties that the ASSIGNEE shall at all times have collaterals and securities acceptable to it, which shall be current and shall have a total loan value of not less than the unpaid balance of the aforesaid loan and other obligations owed by ASSIGNOR in favor of ASSIGNEE. The ASSIGNOR undertakes to execute any and all documents pursuant to or in implementation of its obligations under this paragraph within _____days after being duly notified by the ASSIGNEE of the necessity thereof. 6. The ASSIGNOR shall be responsible for the collection of the Trade Receivables subject of this Assignment. In the event such collection or payment is made, the amount received by the ASSIGNOR shall belong absolutely to the ASSIGNEE, and the ASSIGNOR agrees to hold said amount as trust funds for the benefit of the ASSIGNEE, and to fully account for and promptly remit the same to the ASSIGNEE as partial payment for the obligations herein secured. Nothing in the foregoing, however, shall restrict the right of the ASSIGNEE, at any time it deems necessary, to take over the collection of said Trade Receivables and to take such other steps as it deems proper to collect, enforce, and otherwise deal with the assigned Trade Receivables, at the expense of the ASSIGNOR. In connection herewith, the ASSIGNOR shall, upon executing this Deed, provide ASSIGNEE with respective payment schedule of each of the purchasers involved in the above mentioned Trade Receivables, and allow ASSIGNEE or its duly authorized representative to examine and inspect such books, records and other documents as are necessary to monitor compliance with this paragraph. In case of delayed payments, including failure to promptly remit collected payments of the Trade Receivables to the ASSIGNEE, the ASSIGNOR shall be imposed an additional _____ percent (___%) per annum interest thereon. 7. It is specifically understood that the Trade Receivables assigned herein shall not be released while the loan and other obligations secured thereby are still outstanding and unpaid. Said release may be allowed, however, in the event of any of the Trade Receivables is paid and the payment has been accordingly remitted to the ASSIGNEE in accordance with the immediately preceding paragraph. 8. In the event of default by the ASSIGNOR, absolute title to the Trade Receivables shall be transferred or assigned by the ASSIGNOR to the ASSIGNEE and the latter is hereby irrevocably appointed as the Attorney-in-Fact of the ASSIGNOR for the purpose of executing all the necessary documents and acts to make effective the said absolute assignment. However, any amounts uncollected on the Trade Receivables assigned to the ASSIGNEE shall continue to be owed by the ASSIGNOR to the ASSIGNEE and shall remain subject of this Deed of Assignment, and of any other security given or caused to be given by the ASSIGNOR to secure its indebtedness to the ASSIGNEE. The ASSIGNOR shall be considered in default if it should fail or refuse to pay any sums of money secured by this Deed of Assignment, or any of the amortizations of such indebtedness when due, in accordance with the terms and conditions agreed upon, without need of any notice or demand, or should it fail to provide the additional security when required, or to comply with any provision in this Deed, or in the promissory note(s) herein attached as Annex(es) ____. 9. No waiver of breach of any term or condition of this Deed of Assignment shall be deemed a waiver of any subsequent breach of the same or any other term or condition hereof. All remedies allowed the ASSIGNEE under the law and under the terms of this Deed of Assignment are and shall be independent, concurrent and cumulative, and may be exercised and enforced separately, successively or simultaneously, and the exercise of one or more remedies shall not preclude nor prevent the ASSIGNEE from, at the same time or at any other time, resorting to or exercising the remedies herein granted to it or such other legal remedies as it might otherwise avail of, unless otherwise prohibited by law.

10. Whenever there shall be partial payments of the obligations hereby secured, the ASSIGNEE may, at its option, allow the release from the effect and operation of this assignment such Trade Receivables, the loan value of which is equivalent to the amount paid, provided that no collateral deficiency will result. IN WITNESS WHEREOF, the ASSIGNOR hereto has caused these presents to be signed by its authorized representatives on the date and at the place first above-written.

_______________________________ ASSIGNOR TIN#____________________ By: _________________________ Name and Position Title

SIGNED IN THE PRESENCE OF:

__________________________ WITNESS

__________________________ WITNESS

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES) SS. __________________________ )

BEFORE ME, a Notary Public for and in the ________________________, Philippines, personally appeared _________________________, with Community Tax Certificate No. _____________ issued at __________________________ on _________________________, in his / her capacity as ___________________ of _______________________________ , with Corporate Community Tax Certificate No. ________ issued at _______________ on __________________, known to me and to me known to be the same person who executed the foregoing instrument and who acknowledged to me that the same is his / her own free and voluntary act and deed and that of the entity he / she represents. I further certify that this instrument is a Deed of Assignment consisting of __ (___) pages, including this page on which this acknowledgment is written, signed by the Assignors representative and their witnesses on each and every page, together with Annexes ___________ consisting of _____________ (___) pages. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this ______ day of _______________, 2004 in the ______________. Philippines.

NOTARY PUBLIC

Doc. No. _______; Page No. _______; Book No. _______; Series of _______;