VEHICLE LEASE CONTRACT

Minesite, Brgy. Dinapigue Isabela Know All Men By These Presents: This lease agreement made and entered this __ day of ______, 2011 at Quezon City, Philippines, by and between: BARNACHEA GENERAL CONSTRUCTION , a sole proprietorship existing under the Laws of the Republic of the Philippines with office address at 44-A Dominican Hill, Baguio City represented by its owner and General Manager, ALBERT I. BARNACHEA. herein referred to as the FIRST PARTY. And ____________________, a company/sole proprietorship existing under the laws of the Republic of the Philippines with office address at ___________________represented by its owner and General Manager, _________________ herein referred to as the SECOND PARTY. Whereas, the SECOND PARTY has offered its services as sub-contractor/hauler to the FIRST PARTY, having committed that it has the capacity to fulfill and deliver 50-100units of dump trucks for such required services. Now, therefore and in consideration of the aforesaid premises the parties herein agree on the terms and conditions hereunder as follows: 1. BASIC PROJECT DETAILS A. Stockyard from B. Project Site C. Load Description D. Authority to use the dump truck. : E. Distance F. Road Conditions G. Load / Truck H. No of units required I. Required Units J. Hauling Permits & Fees K. Mobilization Schedule L. Contract Duration M. Operating Hour N. Documentary Requirement : Mining Site : Stockpile/MPY/Barge : Nickel /Ore : 10 to 11 kms Open trips a day : Compacted Soil : Nickel /Ore Open Load : Initial 50 units : Double Axle 10 Wheeler dump truck : By Owner / proponent : By Contractor Advice : 1year/ 5years contract (renewable/yearly) : 24 Hours operation : Xerox copy of Or Cr of Unit Drivers License Picture of Dump Truck showing front plate no. and right side : Isuzu Floating (10PD, 12PC, 12PD 12 PE) Fuso 8 DC11

O. Truck Qualification

II.

TERMS AND CONDITIONS 1. Authorization and Commitments

A. Both parties acknowledge that as signatories of this agreement, they

are authorized by their respective business firm or companies to represent, transact, negotiate and sign for and behalf of the business firm or company in its interest in this transaction. Both parties agree to furnish corresponding documents such as notarized certificate of authorization, or proof of ownership of company, if sole proprietor, to confirm legality of such agreement.

B. The SECOND PARTY warrants and guarantees that he is authorized

by the lawful owners of the units he will deliver to the FIRST PARTY.

The SECOND PARTY shall surrender to the FIRST PARTY the Certificate of Registration or any other document after the signing of this contract. C. The SECOND PARTY warrants and guaranteed that all the equipment It has delivered and will deliver are free from any and disputes, claims liens, claims, writ, levy, attachment, judgment, execution, third part claims, from its owners, creditors, third persons, courts, administrative bodies, quasi-judicial and law enforcement agencies, and will not hold and heretofore releases the FIRST PARTY from any and all harm, claims suits and all adverse actions.

D. All drivers and operators employed by the SECOND PARTY are duly
Licensed to drive and operate and are of legal age for employment.

2. Rates/Fees
For the use of dump truck units the FIRST PARTY agrees to pay the SECOND PARTY the amount of Nine Pesos per cubic meter multiplied by per kilometer (Php9.00).

3. Billing Procedure
It has been agreed by both parties that the billing procedure shall be based on a Weekly payment. In which case, the cut-off date shall be every Friday of the week and payment shall commence every Monday of the week. 4. Cash Advance ( C.A ) That the FIRST PARTY agrees to issue and initial cash advance to the Second Party in the amount of Five Thousand Pesos ( Php 5,000) per unit. III. Fuel and Maintenance and Utilities

1. Sticker and/or permits for the trucks shall be provided and paid by the FIRST
PARTY, to assure that the trucks shall not encounter any unnecessary hassles in transit against police, other authorities and /or any government agencies.

2. That the FIRST PARTY shall provide diesel fuel, spare parts and tires thru
Purchase Order (P.O.) of the Second Party and it shall be deducted every billing period.

3. That the FIRST PARTY shall make available barracks for the personnel of
Second Party Complete with water and electricity. Likewise, it is the responsibility of the First Party to provide the parking areas.

4. That both parties shall have its own log book. And each authorized representative
shall coordinate between each other for proper monitoring, thus maintaining an accurate and correct recording system, open for comparative checking wherever there is any discrepancy in any billing.

5. That the FIRST PARTY shall issue a notice to proceed (N. T. P.) to the SECON
PARTY, prior to deployment of trucks and other equipment. IV. Relationship The FIRST PARTY is not in any way responsible to the operators, drivers, helpers, and all persons working for the SECOND PARTY and the latter relieves and releases the First Party, its incorporators, directors, officers and successors-in-interests from any harm, liability, suits, actions, arising from suits relative to services rendered, compensation, contracts and non-payments of social benefits and all social legislations. V. Diligence

That the SECOND PARTY and all his employees must observe and exercise the extra-ordinary diligence of a god father of a family to prevent harm to all persons and damage to the equipment of the FIRST PARTY and third persons, including safety measures and equipments. VI. Compliance All person/s employed by the SECOND PARTY must at all times adhere to the rules and regulations imposed and set forth by the FIRST PARTY. VII. Pull Outs That the SECOND PARTY shall not pull out any of its equipment without a pior thirty (30) days written notice to the FIRST PARTY and only upon written approval and recovery of cash advances by the FIRST PARTY. The SECOND PARTY, however, has the right to claim exemption from this condition, if and when the FIRST PARTY has committed a breach of contract, specifically in terms of delinquency of payments of obligations or repeated delays in payment of second party billing collections, which has already caused unjust inconvenience on the part of the SECOND PARTY. In such cases, the SECOND PARTY may choose to exercise his right to give due notice to FIRST PARTY of intended withdrawal or pull out within 5-10 days only upon submission of SECOND PARTYs written notice to FIRST PARTY. Demobilization expenses shall be shouldered by the FIRST PARTY. VIII. Breach of Agreement Both parties agree that should any of them commit a breach of this agreement, the aggrieved party shall be entitled to an amount which the aggrieved party has actually suffered on account of the breach and additional compensation, as moral/compensatory damages. The party who fails to perform any of the terms or conditions of this Agreement as a result of conditions beyond its control such as, but not limited to war, strikes, fire, flood, acts of God, government restrictions, power failures, damages or destruction of any network facilities or servers, shall not be deemed as a breach of this Agreement. The party who breached this agreement agrees and undertakes to pay, in full and in cash, the damages claimed by the aggrieved party within fifteen (15) days starting from notice of demand. Should the aggrieved party be contained to institute a case in court to protect and enforce his right, the party in breach further agrees and undertakes to pay the aggrieved party the cost of litigation expenses, including the attorneys fees, which shall not be less than 25% of the entire claim. Any facsimile or electronic mail generated copy of this document when properly signed and executed by the parties herein shall be valid as original hereof. IX. Validity This contract shall be effective immediately upon signing of both parties after the actual and proper inspection of all units presented by the SECOND PARTY. The FIRST PARTY may reject any units upon inspection, also, the SECOND PARTY cannot present any units for replacements, otherwise, this contract shall be considered null and void from the start. X. Venue In case of argument and dispute arising from breach of contract by either parties, which may not be settled thru arbitration, the aggrieved party has the right to choose The venue of court of litigation and adjudication within the boundaries of any courts of law in the Philippines. X. Non-Circumvention and Non- Disclosure The parties shall not in any manner, solicit, nor accept any business in any manner from sources not their affiliated, which sources were made available the source. The parties will maintain complete confidentiality regarding each other business sources and/or their affiliates and will disclose such business sources only to named parties

pursuant to the express written permission of this party who made available the source. That they will not disclose names, addresses, email address, telephone and fax or numbers to any contacts by either party to third parties and that they each recognized such contracts as the exclusives property of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts revealed by the other party. In the event of circumvention of this agreement by either party, directly or indirectly, the circumvented party shall be entitled to an equal legal monetary penalty to the maximum services it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue. IN WITNESS WHEREOF, the parties have hereunto signed this Vehicle Lease Contract this __ day of ________, 2011 at Quezon City, Philippines.

ALBERT I. BARNACHEA First Party

___________________________ Second Party

SIGNED IN THE PRESENCE OF: _________________________ __________________________

ACKNOWLEGEMENT REPUBLIC OF THE PHILIPPINES ) Quezon City ) S.S. BEFORE ME, a Notary Public for and in _____________________________, this ______day of ____________________, 2011. Personally appeared the following persons with their respective Community Tax Certificates: __________________ Albert I. Barnachea CTC NO ___________ DATE _______ PLACE ________ CTC NO ___________ DATE _______ PLACE ________

Both are known to me and by me known to be the same person who signed and executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed. This instrument consisting of four (4) pages, including this page where the acknowledgement is written, signed by the parties and their two (2) instrumental witness on each and every paged thereof and which refers to a Contract of Agreement for Dump Trucks rentals. WITNESS MY HAND AND NOTARIAL SEAL, on the date at the place above written.

Doc No _________ Page No _________ Book No _________ Series of 2011

NOTARY PUBLIC