CONTRACT 

OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease, made and entered into, by and between:

BAYANI G. SUNGA, of legal age, Filipino, married, and a resident of No.

497 R. Palma St., Brgy. San Pedro, Morong, Rizal, Philippines, hereinafter
referred to as the "LESSOR"

- and –

_____________, a domestic corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal office at _____________, and represented in this act by its
__Position__, __Name of Officer__, (if corporation) (otherwise, if
individual or sole proprietor, just state the name and address) hereinafter
referred to as the "LESSEE";

WITNESSETH; that –

WHEREAS, the LESSOR is the registered owner of a building situated at Sitio Lubigan,
Brgy. Plaza Aldea, Sampaloc Road, Tanay, Rizal, Philippines.

WHEREAS, the Lessor desires to lease out a portion of the afore-described property in
favor of the LESSEE and the LESSEE accepts the lease subject to the
terms and conditions herein set forth.

NOW, THEREFORE, for and in consideration of the foregoing premises and the

covenants hereinafter stipulated, the parties hereby agree as follows:

ARTICLE I
PROPERTIES FOR LEASE

1.The LESSOR hereby transfers and conveys by way of LEASE in favor of the LESSEE a

portion of the afore-stated properties (hereinafter referred to as the Leased Properties)
specifically described as follows:

Bldg. Portion App. Covered Flr. Area ____________ ___________________

2.Inspection; No Warranty. - The LESSOR leases the Leased Properties to the

LESSEE on an "as is, where is" basis. The LESSEE hereby declares that it has inspected
the Leased Properties prior to the execution of this Lease
Agreement, and acknowledges that it is fully satisfied with the conditions thereof. The
LESSOR makes no warranty as to the condition, operational or structural capability, or
as to any hidden defects of the Property which the LESSEE warrants to know by virtue
of the LESSEE's duty to inspect.

3. Condition Precedent. - It is a condition precedent for the effectivity of this Lease

Agreement that the LESSEE submits to the LESSOR a copy of its Articles of
Incorporation and By-Laws and latest General Information Sheet including a Board
Resolution specifically authorizing the corporation and the person representing the
same in this instance to enter into this lease agreement with the LESSOR under the
terms and conditions contained herein.

ARTICLE II
CONSIDERATION

1. Rental Payment and Escalation Clause.- Within the first five (5) days of each
calendar month, the LESSEE shall pay the LESSOR a monthly rent at the rate of
__________________________ (P_____________) per square meter or the total
amount of __________________________ (P_____________). In addition, the
monthly rent shall escalate yearly by _____________ (_____%) percent of the base
monthly rent starting on the _____________ year and each year thereafter until the
termination of this contract, the base rent being understood to be the monthly rent
applicable for the said year as opposed to the original rent provided above.

2. Advance Rental Payment.-Within five (5) days from the signing of this Lease
Agreement, the LESSEE shall remit to the LESSOR an amount equivalent to __________
(_____) months rent or the total sum of __________________________
(P_____________) to be applied as rental payment for the last two (2) months of
this contract.

3. Security Deposit. - Within five (5) days upon the signing of this Lease Agreement,
the LESSEE shall remit to the LESSOR an amount equivalent to _____________
(_______) month's rent or __________________________ (P___________) to serve as
security deposit for any unpaid utility bills such as electricity, water, telephone,
sanitation, sewerage and others, and to answer for any damages which the Leased
Properties may suffer as well as to cover any unpaid monthly rent; interests or
penalties. This amount is refundable to the LESSEE free of any interest thirty (30) days
after the termination of this Lease Agreement subject to deduction for whatever utility
bills and monthly rentals, interests, penalties that have remained unpaid and damages
that may have been incurred, provided, that the LESSEE shall still be liable for
any and all bills, rentals, interests, penalties and damages that may exceed this security
deposit. The LESSEE shall not be allowed to offset or use its security deposit as its
monthly rental payment.

ARTICLE III
TERM OF LEASE

1. Term. - Unless earlier terminated for reasons specified herein, the term of this Lease
Agreement shall be for _____________ (_____) years to start on
_____________ and end at noontime on _____________ renewable upon mutual
agreement of the parties.

ARTICLE IV
PURPOSE OF THE LEASE
1. Use of the Leased Properties. - The LESSEE shall use the Leased Properties
strictly and exclusively as __________________________. If the Leased Properties are
used for other purposes, the LESSOR has the choice to:

(i)Rescind the Lease Agreement; or

(ii)Increase the rent; or

(iii)Compel the LESSEE to stop the new activities.

In no case shall the Leased Properties be used for immoral or illicit purposes and illegal
acts or purposes.

2. Sub-Lease. - The LESSEE may sub-lease the Leased Properties; provided, that it
has secured the prior express written consent of the LESSOR and that the provisions of
this Lease Agreement is incorporated by reference in the proposed sub-lease; provided,
further, that the purpose of the sub-lease will be substantially similar to that of the
original lease provided, finally, that if the LESSOR so consents to the sub-lease, the
LESSOR shall receive a fixed percentage of ten (10%) of the sub-lease rates
over and above the regular rent already collected under this Lease Agreement.

It is understood that the LESSEE shall act as the surety of the sub-lessee for purposes
of this Lease Agreement. The LESSEE shall provide LESSOR with a copy of the sub-
lease agreement not later than ten (10) days after the execution of the sub-lease
agreement. In addition, the LESSEE shall remit LESSOR'S percentage participation in
the sub-lease rentals within the first five (5) days of each calendar month.

ARTICLE V
DEFAULT

1. Interest Payment. - In the event the LESSEE fails to pay its monthly rent within
the first five (5) days of each month, the LESSOR shall charge interest on the monthly
rent at the rate of _____________ (______%) percent per month, which shall be
compounded monthly until full payment is made.

Furthermore and whenever applicable, in the event the LESSEE fails to remit the

LESSOR'S percentage participation in the sub-lease rentals within the first five (5) days
of each month, the LESSOR shall charge interest on the LESSOR'S percentage
participation in the sub-lease rentals at the rate of _____________ (______%) percent
per month, which shall be compounded monthly until full payment is made.

ARTICLE VI
CANCELLATION

1. Grounds for Cancellation. - The LESSOR may cancel or terminate this Lease
Agreement, upon the happening of any of the following events:

1.1 The LESSEE fails to pay its monthly rent when the same falls due;

1.2 The LESSEE fails to remit LESSOR'S percentage participation in the sub-lease
rentals, if any, when the same falls due;
 1.3 The LESSEE uses the Leased Properties for purposes other than those
specified herein, without prejudice to the options available to LESSOR under
Section 1, Article IV hereof;

1.4 The LESSEE violates any of the other terms and conditions of this Lease
Agreement or fails to get the necessary permits from the national and/or
local government units / agencies.

ARTICLE VII
MISCELLANEOUS

1. Insurance. - The LESSEE shall obtain insurance coverage for the Leased Properties,
against all insurable risks applicable from a duly accredited and reputable insurance
company in an amount equal to the maximum insurable value of the Leased Properties.
The LESSOR shall be the Beneficiary of the required Insurance. In case of complete loss
or damage to the Leased Properties, and/or the improvements therein, during the term
of this lease, the LESSOR shall have the option to reconstruct or restore the lost or
damaged Leased Properties, and/or the improvements therein, to their original
condition or to consider this lease automatically terminated. In case of damage in part,
rental shall be reduced in proportion to the remaining tenantable or useable area.

2. Utilities. - All expenses for water, electricity, telephone, sanitation, sewerage,

gas and other public utility services shall be for the account of the LESSEE. The cost of
installation of utilities within the Leased Properties, such as water and electricity, shall
be for the account of the LESSEE; provided, that any installation shall be under the
control and supervision of the LESSOR and the latter has the right to indicate where the
meter connections shall be placed.

3. Improvements. - The LESSEE shall not make any structural changes, alterations,
additions or improvements on the Leased Properties without the prior written consent
of the LESSOR. Any alterations or improvements made or introduced by the LESSEE on
the Leased Properties with the written consent of the LESSOR shall, upon the
termination of this Lease Agreement, automatically be owned by the LESSOR without
any obligation on the part of the LESSOR to pay or refund its value or cost to the
LESSEE.

4. Signs and Advertisements. - Subject to prior written consent of the LESSOR, the

LESSEE may install, erect or affix upon the Leased Properties, signs or advertisements
as may be necessary to promote and/or advertise the business in which it is engaged
in. In requesting the approval of the LESSOR, LESSEE should submit a
descriptionand the specification of its proposed sign or advertisement.

5. Care of Leased Properties. - The LESSEE shall, at its own expense, maintain the
Leased Properties in a clean and sanitary condition free from noxious odors, disturbing
noises or other nuisances. The LESSEE, its employees, agents or representatives shall
not in any manner damage or deface any part of the Leased Properties.

The LESSEE shall comply with any and all reasonable rules and safety regulations which
may be promulgated from time to time by the LESSOR, together with all the rules,
regulations, ordinances or laws made by the duly constituted authorities; either by the
National or City government or any of its agencies and instrumentalities, arising from or
regarding the use, occupancy and sanitation of the Leased Properties.

6. General Maintenance, Sanitation, Repairs and Safety. - The cost of general

maintenance and upkeep of the Leased Properties shall be for the account of the
LESSEE. The LESSEE shall keep the Leased Properties in a clean, safe and sanitary
condition and introduce all the needed repairs at all times. The LESSEE shall dispose all
its garbage, waste, and other pollutants in accordance with the rules promulgated by
the national or local government. All major repairs resulting from damages not
attributable to the LESSEE's negligence shall be for the account of the LESSOR. For
purposes of this contract, repairs in amount not exceeding TWENTY THOUSAND PESOS
(P20,000,00) per occurrence of repairs shall be considered as minor repairs.

In case of damage to the Leased Properties or its appurtenances by fire, earthquake,

volcanic eruption, war or any unforeseen cause, the LESSEE shall give notice to the
LESSOR within a reasonable time. In the event that the LESSEE through its own fault or
negligence or that of its employees, agents or representatives, damages the Leased
Properties, and LESSEE fails to repair the damage within a reasonable time, then the
LESSEE shall be liable to LESSOR for liquidated damages in an amount equivalent to six
months rent without prejudice to such other amounts as may be due LESSOR under this
Lease Agreement and/or the law.

7. Fire Hazard and Obnoxious Substances. - The LESSEE shall not introduce, keep,

deposit or store in the Leased Properties any obnoxious substance or inflammable
material or substance not reasonably connected with the herein stated purpose of the
lease which might constitute a fire hazard, without the prior written consent of the
LESSOR. The LESSEE shall also not install within the Leased Properties any apparatus,
machinery or equipment which may cause obnoxious tremors or noises nor store
newspapers, cartons, wood, or other articles of light nature which may expose the
Leased Properties to fire or increase the fire hazard of the Leased Properties or change
its insurance rate.

8. Inspection of Premises. - The LESSOR reserves the right to enter and inspect the

Leased Properties at reasonable times during business hours and with prior notice. The
LESSEE agrees to cooperate with the LESSOR in keeping the Leased Properties in
good and tenantable condition.

9. Assignment. - The LESSOR reserves the right to assign, transfer or encumber any
of its rights and interests under this Lease Agreement to any entity without the need of
obtaining the consent of the LESSEE except to notify the latter of the same. In the
event of such transfer, assignment or encumbrance, the rights and interest of the
LESSEE under this Lease Agreement shall be respected and observed in its entirety by
such assignee, transferee or mortgagee, and for the entire term hereof unless
otherwise mutually agreed upon by the parties including the LESSEE.

10. Return of Premises. - Upon the termination of this Lease Agreement for any
reason whatsoever, the LESSEE shall peacefully and immediately vacate the Leased
Properties and return possession thereof to the LESSOR in good and tenantable
condition, devoid of all occupants, equipment and effects of any kind. Failure of the
LESSEE to return the Leased Properties as provided herein shall make it liable to pay
liquidated damages to the LESSOR in an amount equivalent to six (6) months rent
without prejudice to such other amounts as may be due LESSOR and/or such other
remedies available to the LESSOR under this Lease Agreement and/or under the law.

11. Right to Enter the Premises to Recover Actual Possession.- Upon the failure
of the LESSEE, or the sub-lessee as the case may be, to comply with any of the
terms and conditions of this lease or its failure to vacate and return the premises as
provided herein, the LESSOR or her authorized representative(s) shall have the right,
upon five (5) days written notice to the LESSEE, or upon written notice posted at the
entrance of the Leased Properties for the same period, to enter and take possession of
the said premises, without need of resorting to any court action, holding, taking
custody and impounding such possessions and belongings of the LESSEE found therein
after conducting an inventory of the same in the presence of witnesses, until such time
that all the rentals, interests, penalties, unpaid utility bills, damages or other amounts
due to the LESSOR has been fully settled by the LESSEE. All these acts being hereby
agreed to by the LESSEE as tantamount to his voluntary vacation of the leased
premises without necessity of suit in court and authorizing LESSOR to use all
necessary and reasonable force to break open doors and to enter the
premises and take actual possession thereof, and such entry and use of reasonable
force should not be regarded as trespass, nor be sued as such, or in any wise be
considered as unlawful.

12. Transfer of Rights. - The LESSEE shall not assign, or transfer or encumber its
rights under this lease without the prior written consent of the LESSOR and no right,
title or interest thereto or therein shall be conferred on or vested in any other party
other than the LESSEE without such written consent.

13. Indemnity. - The LESSEE shall hold LESSOR free and harmless from any loss,
damage, injury suffered by the LESSEE, its agents or employees, clients, guests or
customers or other third persons arising out of the use of the Leased Properties by
LESSEE, its agents, employees, clients, guests, or customers including but not limited
to, claims for property damage, personal injury or wrongful death, or losses or damages
occasioned by reason of any event or cause which could not be foreseen, or which,
though foreseen, were inevitable such as but not limited to fire, earthquake, lightning,
typhoons, flood, volcanic eruption, robbery, theft or other crimes. In addition, the
LESSOR shall not be liable nor responsible:

(i) For the presence of bugs, vermin, rats, insects, or other similar creatures, if
any, in the Leased Properties;

(ii) For the failure of electrical and/or water supply due to causes beyond
LESSOR's control;

(iii) For any injury, loss or damage which the LESSEE, its agents or employees,
might sustain while in the Leased Properties due to causes attributable to the
fault of said LESSEE, employees, agents and/or representatives, or those of
its clients, guests or customers;

(iv) For any damage done or occasioned by, or arising from the plumbing, gas,
water, and/or other pipes or air-conditioning system or for the bursting,
leaking or destruction of any tank, cistern, washers, and water closets or
waste pipelines in, above, upon, or about said Leased Properties, nor for any
damage arising from or attributable to acts of negligence of the LESSEE or its
 agents, employees, representatives or any and all other persons over which
the LESSOR has no control.

14. Non-Waiver. - The failure of the LESSOR to insist upon a strict performance of any
of the terms, conditions and covenants hereof shall not be deemed a relinquishment or
waiver of any of the rights or remedies that the LESSOR may have, nor shall it be
construed as a waiver of any subsequent breach or default of its terms,
conditions and covenants which shall continue to be in full force and effect. No waiver
by the LESSOR of its rights under this Lease Agreement shall be deemed to have been
made unless expressed in writing and signed by the LESSOR.

15. Amendments. - Any amendments or additional terms and conditions to this Lease

Agreement must be in writing.

16. Venue. - In case of any dispute arising in connection with this Lease Agreement,
the parties hereby agree that the venue for the settlement of the dispute shall fall
exclusively within the jurisdiction of the proper courts in Morong, Rizal, Philippines.

IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures
this _____________ in the City of _____________, Philippines.

BAYANI G. SUNGA __________________

LESSOR LESSEE

SIGNED IN THE PRESENCE OF:

__________________ __________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
__________________________) S.S.

BEFORE ME, a Notary Public for and in the _____________, this _______ day
of _______________ 20___, personally appeared the following:

NAME GOVERNMENT ID AND DATE OF EXPIRATION

BAYANI G. SUNGA ___________________________________

________________ ___________________________________
known to me to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is their own free act and deed, as well as the free
and voluntary act of the corporation which _______ represents.
This foregoing instrument is a Lease Contract, consisting of eight (8) pages
including this page on which this acknowledgment is written, signed by the parties and
their instrumental witnesses on each and every page hereof.

IN WITNESS WHEREOF, I have hereunto affixed my hand and notarial seal on

these presents at the place and on the date first above written.

WITNESS MY HAND AND SEAL on this ______ day of ______________,

20___.

Doc. No. ____________

Page No. ____________
Book No. ____________
Series of 20_____.