KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease is executed in Cebu City, Philippines, this _____ day of ___________, 2005, by and between:

[NAME OF LANDLORD], of legal age, Filipino, with postal address at [ADDRESS OF LANDLORD].

[NAME OF CORPORATE TENANT], a corporation duly organized and existing under the Philippine law with the principal office at [ADDRESS OF COMPANY], represented by its general manager [NAME OF MANAGER], hereinafter referred to as LESSEE.

WHEREAS, the LESSOR is the owner of the Condominium Unit # 1234 at [ADDRESS OF CONDOMINIUM BUILDING], Cebu City, Philippines.

WHEREAS, the LESSEE desires to lease the Leased Premises and the LESSOR is willing to lease the same unto the LESSEE, subject to the terms and conditions hereinafter specified:

NOW THEREFORE, for and in consideration of the foregoing mutually agreed upon covenants stated hererin; the LESSOR hereby leases unto the LESSEE the premises aforedescribed and the LESSEE hereby accepts such lease, subject to the terms and conditions herein specified;

1. TERM OF LEASE AND LAND RENTAL - the lease contract shall be for a period of one (1) year from October 1, 2005, to September 30, 2006, at P40,000 per month exclusive of condominium dues, renewable hereinafter upon the mutual agreement between the two parties. In the event that the LESSEE desires not to renew the lease contract after the expiration of the contract, the LESSEE should notify the LESSOR at least two (2) months before the expiry date.

   Upon the execution and signing of the lease contract on or before September 2005, the LESSEE shall pay the LESSOR the total amount of P200,000 representing two (2) months deposit rental plus three (3) months advance rental.

2. SECURITY DEPOSIT: The two (2) months deposit is deemed as a deposit to cover unpaid bills of water, electricity, telephone and damages if any except those from natural wear and tear. The balance of the deposit shall be refunded to the LESSOR 60 days after the termination of the Lease Contract together with a statement of expenses chargeable to the LESSEE. Under no circumstances shall the deposit be used as rental to be consumed.

3. PRETERMINATION: Should LESSEE choose to terminate this lease before the expiration of the term hereof, LESSEE shall notify LESSOR in writing to such intended date of termination. The LESSEE shall not be entitled to a refund of the security depost of two (2) months. However all rentals paid in advance shall be returned to the LESSEE within 60 days upon settlement of all reasonable accounts by the LESSOR.

4. UTILITIES: All expenses for the use by the LESSEE of water, electricity, telephone, condominium dues, gas and all other utilities shall be for the account of and shall be paid directly by the LESSEE.

5. RESIDENTIAL PURPOSE: The Leased Premises shall be used only for the residential purposes and shall be used only by occupants designated by the LESSEE. The LESSOR will not allow the keeping of pets, birds, or other animals in accordance with condominium rles and shall not be responsible for any damage by the animals on the furniture and to the Premises.

6. ALTERATIONS, ADDITIONS, IMPROVEMENTS, ETC: LESSEE shall not make any major structural alterations, additions or improvements in or upon the Leased Premises without the prior written consent of the LESSOR. Any and all such alterations, additions, or improvements made by the LESSEE on the Leased Premises except movable furniture and fixtures put in at the expense of the LESSEE and which are movable without defacing or injuring the Leased Premises shall become the property of th LESSOR and shall remain thereat and be surrendered with Leased Premises as part htereof upon the termination of the contract without compensation on the LESSEE.

7. SANITATION AND REPAIRS: LESSEE shall keep the Leased Premises in a sanitary condition. LESSOR shall be responsible for all major repairs on the Leased Premises and on water, electrical and sewage installations caused by ordinary wear and tear, except repair due to the fault of the LESSEE, its employees, guests, or visitors, or which are the effect of negligence on the part of the LESSEE.

8. FIRE HAZARD AND OBNOXIOUS SUBSTANCES: LESSEE shall not keep, depsoit, or store in the leased premises any obnoxious or inflammable materials which may constitute fire hazard, except those in which are reasonably necessary for the purpose for which this lease is intended. LESSEE shall comply with all laws, ordinances, rules and regulations concerning the use, sanitation safety and occupancy of the Leased Premises that may be promulgated by the local and national government and by Condominium Association.

9. THIRD PARTY LIABILITY: LESSEE during its occupancy of the leased premisesk, shall hold LESSOR free and harmless from any damages, liability or responsibility to any personal property arising out of or as consequence of the use of the leased premises by LESSEE. When such damage or liabilities is caused by fortuitous events, or earthquake, flood, civil disturbance, riots or coup d'etat and similar events beyond the control of the LESSEE, the latter shall not be liable to LESSOR.

10. SALES, TRANSFER AND MORTGAGE: In the event of the sale, transfer, mortgage or encumbrance of the leased premises or any exiting sale, LESSOR shall warrant that the purchaser, mortgage or encumbrances shall respect all terms and conditions of this contract, including the provisions for the renewal thereof. Notwithstanding any conveyance of title over the leased premises to a third party pursuant to or as a consequence of any sale, transfer, mortgage, or any other encumbrance, LESSOR shall continue to be bound by her undertaking in favor or rental and/or deposit under the circumstances, unless such third party has expressly assumed in writing LESSOR undertaking and such asumption is accepted by LESSEE.

11. SUBSTANTIAL DAMAGE TO THE LEASED PREMISES: LESSOR covenants that LESSEE shall have peaceful and quiet enjoyment of the leased premises. In case of substantial damage to the leased premises or any portion thereof by fire, typhoon, earthquake or any other cause, LESSEE shall give immediate notice thereof to LESSOR, if the leased premises be damaged by civil disturbances, riots or coup d'etat or such other events beyond the control of the LESSEE, without the fault or negligence of the LESSEE, the injury of damage shall be repaired at the expense of the LESSOR after such notice. If the damage is a major breakdown of any of the appliances, furniture, or fixtures and is the effect of the normal wear and tear, the LESSOR shall effect the repair and/or replacement of the damaged item at the account of the LESSOR. If the damage is minor which will cost less than PhP 2,500, the LESSEE shall shulder the cost of the repair. If the damage is caused by natural calamities or events beyond the control of and without the fault or negligence of the LESSEE, the leased premises or any portion thereof is rendered unsuitable for occupancy, LESSEE shall be netitled to rescind the contract and or to a refund of a proportionate amount of the rental paid in advance. Nothing in this paragraph shall exempt LESSEE from liability to the LESSOR for damages directly caused by the fault or negligence of the LESSEE.

12. RETURN OF THE LEASED PREMISES: Upon the termination of this contract for any reason whatsoever, LESSEE shall immediately vacate the leased remises turn over all the keys and return possession thereof to the LESSOR, together with the furniture, furnishings, appplainces and fixtures listed in the attached Annex "A" thereof, in the same condition in which they were found at the beginning of this lease contract, ordinary wear and tear exempted, unless this contract is renewed.

13. VIOLATIONS: Any violation of the terms provided for in this contract by any of the parties hereto shall be sufficient ground for the termination of the contract by the aggrived party, with the right to claim damages, if any, against the party at fault.

14. INTERRUPTIONS OR HINDRANCES: Any interruptions or hindrances in the use by the LESSEE of the leased premises due to repairs, shall not entitle LESSEE to any damages or compansation whatsoever, nor shall it be a cause for the reduction of rental.

15. ENTRY OF LESSOR: LESSOR and/or authorized representative shall have the right to enter leased premises within sixty (60) days before the expiration of the contract and with prior consent of the LESSEE in order to show the leased premises to prospective tenants or buyers, to examine the same, to make, repairs or for any purpose which the LESSOR may deem necessary for the maintenance of the leased premises.

16. NON-WAIVER: The faiure of either party to enforce any of the terms and conditions fo this contract or to exercise any of its rights herunder, shall not be deemed a waiver of any subsequent breach or default of any of the terms and conditions hereof. No waiver of rights shall be deemed affected unless expressed in writing and signed by the party concerned.

17. VENUE OF ALL ACTIONS: All actions arising fro this contract shall be in proper courts in the City of Cebu, Philippines.

[NAME OF LANDLORD] Lessor	[NAME OF COMPANY] BY: [NAME OF MANAGER] Lessee
SIGNED IN THE PRESENCE OF:

BEFORE ME, a Notary Public in and for Cebu City, Philippines, personally appeared the following persons with their respective Community Tax Certificate, to wit:

WITNESS MY HAND AND SEAL on this _____ day of __________, 2005 at Cebu City.

NOTARY PUBLIC

Doc. No. _____ ;
Page No. _____ ;
Book No. _____ ;
Series of 2005