Sublease of office space.

This Sublease, made and entered into _________[year], by and between _________, a
Delaware corporation (called "Sublessor" below), and a Delaware corporation (called
"Sublessee" below).
Recitals
By that certain Lease Agreement, dated _________[year], and Amendment No. 1 to it
(collectively called the "Prime Lease" below), _________ Associates, a general partnership
(called the "Prime Lessor" below) has leased premises commonly known as (address) (called
the "Premises" below) for the term commencing _________[year], and ending on a date as
set forth in pages 5 and 6 of the Prime Lease.
Sublessor desires to sublease to Sublessee, and Sublessee desires to sublease from
Sublessor, upon and subject to the terms and conditions of this Sublease, a certain portion
of the Premises, and Sublessor represents that as of the date of this Sublease the Prime
Lease is in full force and effect with no previously declared default, if any, of either party to
it remaining uncured.
Therefore, in consideration of their respective undertakings and agreements contained in
this Lease, the parties do by this Lease agree as follows:
(1). Term, Subleased Space and Use. Sublessor subleases to Sublessee, and Sublessee
subleases from Sublessor, all that certain space (called the "Subleased Space" below)
consisting of approximately _________ square feet on the Premises, as more particularly
shown on the diagram attached to and made a part of this Sublease as Exhibit "A," for the
term commencing _________[year], and ending _________[year], together with an option by
Sublessee to renew (upon notice given prior to _________[year], ) for an additional term
commencing _________[year], and ending _________[year], to be occupied and used by
Sublessee for offices and for no other purpose.
(2). Basic Rent. Sublessee agrees to and shall pay to Sublessor as rent for the Subleased
Space, in legal tender at time of payment, monthly payments due one month in advance, on
the first day of each month during the term and additional term of this Lease, equal to the
following:
_________(square feet) [$_____ per square foot in excess of Sublessor's actual cost per
square foot] divided by 12.
For the purposes of this Lease, "Sublessor's Actual Costs Per Square Foot," shall mean the
sum of:
(i). Sublessor's yearly fixed payments under the Prime Lease at the rate of ($_____ per
month through _________[year], and $_____ per month from _________[year], through
_________[year]).
(ii). Sublessor's variable payments under the Prime Lease (the outstanding principal balance
owed by the Sublessor times _____% of the then prime rate), divided by _________ square
feet.
Sublessor shall give Sublessee periodic notice of any adjustment of (ii) above as the prime
rate varies from time-to-time. For the month of _________[year], the amount of (ii) is $_____.
By way of example, utilizing such amount of $_____ the basic net for the month of
_________[year] is:
(subleased sq. ft) [2 +(term (i) above) + (term (ii) above)/ 12 (total sq. ft of Prime Lease)]
=/
(a). It is intended that this Lease shall be what is commonly described as a "net net" lease
and that all costs and expenses with regard to the leased premises other than the payment
of any mortgage or mortgages now or later placed upon the premises by the Lessor shall be
paid by the Lessee and the rent collected by the Lessor shall be net of any other expenses,
except as otherwise provided in this Lease. Included, but not by way of limitation, among
the expenses payable by the Lessee shall be all real estate taxes and assessments, fire

ability, and other insurance costs, repairs, maintenance, utilities, heat and air conditioning
but excluding capital items. Nothing in this paragraph shall require the payment by Lessee
of any taxes based upon or measured by net income, profits, or any franchise, corporate,
estate, inheritance, succession, capital levy or transfer tax, or any other tax, assessment,
charge or levy upon the rent payable by Lessee under this Lease, levied upon the Lessor.
It is expressly understood and agreed between the parties that the Lessee's responsibility
for costs and expenses enumerated in this article shall be based upon the portion of the
building demised to Lessee as a percentage of the total area of the building. For the
purposes of this article the parties agree that the Lessee's portion of the building is _____%
of such total area. Assessments shall be allocated to Lessee on the basis of (i) the ratio of
the remaining term of the lease to ten years; or (ii) the ratio of the remaining term of the
lease to the reasonable life of the improvement if greater than 10 years, unless such
assessments are apportioned on an annual payment basis.
Amounts due under the caption, Additional Rent(a), shall be paid on an estimated basis
monthly, at an initial rate of $_____ per month with an annual adjustment to be made based
upon actual costs and expenses as of _________ of each year of the lease.
(3). Adoption of Additional Provisions of Prime Lease. For all the intents and purposes of this
Sublease except paragraph (3), Sections 7 through 10, inclusive, and Section 13 of the
Prime Lease, (a copy of which is attached as Exhibit "B" to this Lease) shall be deemed to be
and by this Lease are modified to the extent, if any, set forth below, and as so modified are
incorporated in and made a part of this Sublease:
(a). Each reference contained in any of the Sections to "Premises" or "Project" shall be read
as applying only to the Subleased Space, each reference to "the Lease" shall be read as a
reference to this Sublease, each reference to "Lessor" shall be read as a reference to the
Sublessor and each reference to Lessee shall be read as a reference to Sublessee.
(b). In Section 9 of the Prime Lease (relating to assignment and subleasing), the words "
except as provided in Section 11 in this Agreement," and " in excess of _____% of ," shall
be deleted.
(4). Observance of Prime Lease. At no time during the term of this Sublease shall Sublessee,
by any act or omission on its part, cause, suffer or permit to occur any violation of any term
or provision of the Prime Lease to be kept, observed or performed by the Lessee under the
Prime Lease insofar as such term or provision pertains to the Subleased Space, except that
Sublessee shall not be required to assume or pay to the Prime Lessor any rent to be paid by
Sublessor under the Prime Lease. Sublessor shall faithfully and punctually pay to the Prime
Lessor all sums of rent becoming due from Sublessor to the Prime Lessor under the Prime
Lease, and shall faithfully and punctually keep, observe and perform all its other obligations
under the Prime Lease, to the end that the Prime Lease shall remain in full force and effect
throughout the term of this Sublease and not be terminated by reason of any default of
Sublessor as Lessee under it; provided that the foregoing shall not relieve Sublessee from its
obligation to keep and observe all the terms and provisions of the Prime Lease relating to
the manner of Lessee's use and occupancy of the Subleased Space.
(5). Defaults of Sublessor. The occurrence of any of the following events shall constitute a
default of Sublessor:
(a) if Sublessor shall fail to fully keep, observe and perform its obligations arising under this
Sublease and shall fail to commence to cure such failure within 15 days after written notice
from Sublessee to do so which notice shall specify in reasonable detail the nature of the
failure concerned, or to continue diligently with such curative action, or in any event shall
fail to fully cure such failure within 30 days after the date of such notice; or
(b) if any voluntary petition or similar pleading under any bankruptcy act or under any
Federal or State law seeking reorganization or arrangement with creditors or adjustment of
debts, is filed by or against Sublessor, or if any such petition or pleading is involuntary, and
it is not adjudicated favorably to Sublessor within 30 days after its filing; or
(c) if Sublessor admits its inability to pay its debts, or if a receiver, trustee or other court
appointee is appointed for all or a substantial part of Sublessor's property; or
(d) if the leasehold interest of Sublessor is levied upon or attached by process of law; or

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(e) if Sublessor makes an assignment for the benefit of creditors, or if any proceedings are
filed by or against Sublessor to declare Sublessor insolvent or unable to meet its debts; or
(f) if a receiver or similar type of appointment or Court appointee or nominee of any name
or character is made for Sublessor or its property.
(6). Sublessee's Remedies. Upon the occurrence of any default on the part of Sublessor,
Sublessee may, at its option, cure such default on Sublessor's behalf, with the right to set
off and deduct the cost of doing so from any sums then or later becoming due from
Sublessee to Sublessor; or alternatively, Sublessee may elect to terminate this Sublease by
giving written notice of such election to Sublessor, which notice shall specify an effective
date of such termination not earlier than the ten (10) days after such notice of termination
shall have been given.
(7). Notices. Any notice or payment or rent to be given under this Lease shall be deemed to
have been given or delivered, as the case may be, when placed in the United States mail
with registered or certified postage prepaid, addressed to the party concerned at their
respective addresses shown below:
Sublessor:
.....................................................................................
....................
.....................................................................................
....................
.....................................................................................
....................
Sublessee:
.....................................................................................
....................
.....................................................................................
....................
.....................................................................................
....................

provided, however, that the foregoing address of either party to this Lease may be charged
from time to time by notice to the other party given in the manner provided in this Lease.
In witness of which, this Sublease has been executed _________, 19__.
Sublessor: Sublessee:
By: _________ By: _________

[Exhibits omitted]

CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL, made and executed this ____ day of _________, 20__ by and
between:

(NAME OF SELLER /VENDOR), of legal age, single/married to (Name of spouse if

any), Filipino, and with residence and postal address at (Address), hereinafter referred to as
the "SELLER/VENDOR";

-AND-
 (NAME OF BUYER/VENDEE), Filipino and with residence and postal address at (Address),
hereinafter referred to as the "BUYER/VENDEE".

WITNESSETH;

WHEREAS, the SELLER/VENDOR is the absolute and registered owner of a parcel of land
consisting of LAND AREA IN WORDS (000) square meters, more or less, located at (Address
of property to be sold) and covered by Transfer Certificate of Title No. (TCT Number) issued
by the Registry of Deeds of (Name of Town or City);

WHEREAS, the BUYER/VENDEE has offered to buy and the SELLER /VENDOR has agreed
to sell the above mentioned property under the terms and conditions herein below set forth;

NOW THEREFORE, for and in consideration of the total sum of (Amount in words)
(Php: 000,000.00) Philippine Currency, and of the covenants herein after set forth
the SELLER/VENDOR agrees to sell and the BUYER/VENDEE agrees to buy the aforesaid
property subject to the following terms and conditions: (Note: Terms and Conditions below
are sample only, please revise)

1. The total consideration shall be One Million (Php: 1,000,000.00) PESOS, Philippine
Currency, payable as follows:
a) The amount of THREE HUNDRED THOUSAND (Php: 300,000.00) PESOS,
representing earnest money shall be payable by the BUYER/VENDEE to
the SELLER/VENDOR upon signing of this Contract to Sell;

b) The remaining balance in the amount of SEVEN HUNDRED THOUSAND (Php: 700,000.00)
PESOS, shall be paid in Cash on or before ___________, 20__.

c) In case the check representing the payment for the balance provided in paragraph b
hereof, is dishonored by the drawee bank, the earnest money in the amount of
THREE HUNDRED THOUSAND (Php: 300,000.00) PESOS, shall be forfeited in favor of
the SELLER/VENDOR.
2. Capital Gains Tax and Real Estate Tax, shall be for the account of the SELLER/VENDOR;

3. Documentary Stamps Tax, Registration Fee, registration expenses, and all other
miscellaneous fees and expenses shall be to the account of the BUYER/VENDEE;

4. Possession to the subject property shall be delivered by the SELLER/VENDOR to

the BUYER/VENDEE upon full payment of the total consideration;

5. Upon full payment of the total price, the SELLER/VENDOR shall sign and execute
a DEED OF ABSOLUTE SALE in favor of the BUYER/VENDEE. The SELLER/VENDOR shall
likewise execute and/or deliver any and all documents, including but not limited to the
original copy of Transfer Certificate of Title, Tax Declaration and all other documents
necessary for the transfer of ownership from SELLER/VENDOR to the BUYER/VENDEE.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this ___ day of
____________, 20__ at _________________________, Philippines.

(SELLER/VENDOR) (BUYER/VENDEE)
Name Name

WITH MARITAL CONSENT:

________________________ _________________________
Name of Seller/Vendor's Spouse Name of Buyer/Vendee's Spouse

SIGNED IN THE PRESENCE OF:

__________________________ ____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________________ ) SS.

BEFORE ME, a Notary Public, this ____________day of ________________, personally appeared

the following:

Name CTC Number Date/Place Issued

(Name of Seller/Vendor) 10000000 February 5, 20__ / Pasay City

(Name of Buyer/Vendee) 10000000 January 14, 20__ / Quezon City

This instrument, consisting of ___ page/s, including the page on which this acknowledgment
is written, has been signed on the left margin of each and every page thereof by the
concerned parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place above written.

Notary Public

Doc. No. ........;

Page No. .......;
Book No. .......;
Series of 20__.