CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

__________., a corporation duly existing under and by virtue of the laws of the Republic of
the Philippines, with principal place of _____, hereinafter known as the LESSOR;

_______, of legal age, Filipino, married, and a resident of_______, Philippines, hereinafter
referred to as the LESSEE;

WITHNESSETH:

That the LESSOR is the owner of a hotel building known under the name
and style ____________, together with lot on it which it is erected, and the other lot
being occupied by a residential house, all situated at, which the LESSOR hereby
leases unto the LESSEE, and the latter accepts the same in lease from the former,
subject to the following terms, conditions and stipulation, to wit:

1. TERM OF LEASEThe term of this lease is FIFTEEN (15) years effective 01 March
2017 and expiring on the midnight of 01 March 2032, renewable thereafter for
another FIFTEEN (15) years at the option of the LESSEE; to be communicated by the
LESSEE to the LESSOR at least thirthy (30) days before the expiration of the lease;

2. RENTAL The parties herein agree that the rentals per month of the Leased Premises shall
be PESOS: ONE HUNDRED FOURTY EIGHT THOUSAND (P148,000.00) ONLY
throughout the first three (3) years of the FIFTEEN (15) years contract, with a fixed
yearly increase of Five Percent (5%) from 4th year and 5th year and increase of 3%
beginning at the sixth (6th) year up to the FIFTEEN (15th) year term, regardless of any
inflation or deflation in the economic condition at any given time, payable monthly
without the necessity of demand; Upon execution hereof, the LESSE shall pay Four
(4) months advance rentals in the amount of PESOS: FIVE HUNDRED SEVENTY
TWO THOUSAND ONLY (P572,000.00), Philippine currency, and two (2) months
deposit amounting to PESOS: TWO HUNDRED EIGHTY SIX THOUSAND ONLY
(P286,000.00), Philippine currency, provided, however, that said deposit shall be
refunded to the LESSEE by the LESSOR upon expiration of the lease less the amount of
unpaid rentals or damages caused intentionally or accidentally by the guests or
employees of the LESSEE;

That a 5% penalty from rental payment, shall applied for late payment after Six (6)
months from the date of signing while under construction;
3. COVERAGE OF LEASE This contract covers the hotel building and lot,
together a big kitchen adjacent thereto. The LESSEE agrees to take good care of
these properties in the concept of a good father of a family so that any damage
or destruction thereto caused by the negligence or carelessness of the LESSEE, its
employees and guests shall be paid by the LESSEE to the LESSOR in the
appropriate value thereof;

4. USE OF PREMISES The premises shall be used exclusively for hotel and restaurant
business. However, changes in methods of operation may be made by LESSEE in the
interest of profitability. No gambling in any form shall be allowed in the
premises;

5. SUB-LEASING THE PREMISES The LESSEE shall have right to sublease, transfer,
convey or assign its rights under this contract to any third party directly or indirectly,
without the written consent of the LESSOR;

6. CONDITION OF PREMISES, REPAIRS AND MAINTENANCEThe LESSEE

expressly acknowledges that the leased premises is in reasonable and tenantable
condition and agrees to keep it in such condition. He shall deliver the leased
premises at the end of the lease in the same reasonable and tenantable condition.
The LESSEE shall also have the right to introduce temporary or permanent
improvements therein by securing the written consent of the LESSOR. However,
the one (1) bar and restaurant now existing as they are, may be renovated to the
specifications of, in any manner, shape and form by the LESSEE without the
consent of the LESSOR. Upon the termination of the contract of lease, all such
improvements caused by the LESSEE shall belong to the LESSOR, without the
need of reimbursement; major repairs caused by natural disaster shall be for the
account of the LESSOR. Ordinary repairs within the premises that arise in the daily
use of the leased premises shall be at the exclusive account of the LESSEE,
provided however, that the LESSOR shall repair the roof on the bar as well as the
roof on the apartelle only for the first year of the rent thereafter, the LESSEE shall
answer for the minor or ordinary repairs of the leased premises;

7. ELECTRICITY, TELEPHONE, WATER AND OTHER FACILITIES AND SERVICES

The LESSEE shall pay for and defray at his own expense the consumption on
electricity, telephone, water and other facilities and services;

8. PROHIBITION ON STORAGE OF CERTAIN MATERIALS, ELECTRICAL

CONNECTIONS The LESSEE shall not bring into or store in the premises any
inflammable combustible or explosive goods, wares, elements or materials more
that what is basically necessary in the hotel and restaurant business, in order not to
 expose the same from fire or shall the LESSEE make electrical connections which
will unduly overload the electrical installation as these may endanger or expose the
premises to fire;

9. INSURANCE the LESSEE shall insure the building and all the equipment and fixtures
existing thereon from the risk of fire, the beneficiary of which insurance proceeds
shall inure to the benefit of the LESSOR only; P10,000,000.00 total coverage of the
building;

10. VISITORIAL RIGHTS OF THE LESSOR the LESSOR or its authorized representative
can enter the leased premises during reasonable hours to make periodic
inspection therein;

11. LIABILITY FOR THE ACTS OF ITS EMPLOYEES AND GUESTS ENTERING THE
LEASED PREMISES The LESEE shall be responsible at all times for the acts of its
employees and guests entering the leased premises. Any damage or injury to the
premises caused by the fault or negligence of said persons shall be repaired
promptly by the caused by the fault or negligence of said persons shall be repaired
promptly by the LESSEE at his own expense;

12. LEGAL ACCESS That the LESSEE is allowing or giving free and unhampered
access to the LESSOR on the use of the leased premises in going to and from the
adjoining lot or lots likewise leased by the LESSEE and also belonging to the
LESSOR or its sister company;

13. COMPLIANCE WITH LAWS AND ORDINANCES The LESSEE shall comply
with any and
all laws, ordinances, regulations or orders of the National and/or City
Government
authorities arising from the use, occupation, safety and sanitation of the premises
and the like. Failure to comply herewith shall make the LESSEE liable therefore;

14. LEGAL ACTION In case it becomes necessary to enforce this contract by legal
action, the same may be brought within the jurisdiction of the Courts of Angeles
City and whoever is the guilty party, hereby agrees to and covenants to pay, in
condition to the amount of damages, the costs of litigation and attorney's fees;

15. NATURAL DISSTER OR ACT OF GOD In case the hotel and the motel business
and the community were destroyed by natural disaster or act of God, then this
lease contract becomes null and void and of nor force and effect; should the area
recover from such disaster, the LESSEE shall have the option to lease the premises
with rent deduction to compensate for losses as a result of the closure or
stoppage of business;
 16. APPLICABLE LEGAL PROVISIONS It is the essence of this agreement that
the pertinent provisions of the New Civil Code of the Philippines governing these
agreements shall be applicable to the parties herein insofar as they are not indirect
conflict with the express provisions on this contract;

IN WITNESS WHEREOF, the parties and their instrumental witnesses, have hereunto
set their hands on this ____ day of ________, 2017 at Angeles City, Philippines.
LESSOR LESSEE

BY:

BOARD OF TRUSTEE
OWNER

SIGNED IN THE PRESENCE OF:

WITNESS WITNESS

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

) CITY OF ANGELES ) S.S.

BEFORE ME, a Notary Public, for and in the CITY OF ANGELES, personally
appeared

Name Competent Evidence of Date/Place Issued

Identity
- _______________________ _____________________
________________________ __ __
__
 _______________________ _____________________
__ __

In their capacity as Board of Trustee and Owner, respectively, of the

entities herein represented, know to me to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free act
and voluntary deed as well as the said entity.

This document consisting of FOUR (4) pages including this page

wherein the continuation of the acknowledgement is written, refers to an
AGREEMENT TO CANCEL LEASE, duly signed by the parties on each and
every page thereof, together with their instrumental witnesses.

WITNESS MY HAND AND SEAL this _______ of _________, 2017

Doc. No. __________

Page No. __________
Book No. __________
Series of __________
 AGREEMENT TO CANCEL LEASE

This Agreement to Cancel Lease is made and effective June 21, 2017.

BETWEEN BONANZA HOTEL & MOTEL, INC. the LESSOR,) a corporation

organized and existing under the laws of the Republic of the Philippines, with
principal place of business at San Pablo Street, New Valley Subdivision, Angeles City
Pampanga, represented herein by its President TERESA CO, of legal age Filipino,
widow and a resident of Angeles City, Philippines, hereinafter know to as the
LESSOR;

AND: PONDEROSA CORPORATION, a corporation organized and existing

under the laws of the Republic of the Philippines, with principal office located at
San Pablo Street, New Valley Subdivision, Angeles City, Pampanga, represented
herein by its Treasurer, MELVIN THURKETTLE, of legal age, British citizen and
residing at Angeles City, Pampanga, hereinafter knows as the LESSEE;

Whereas the LESSOR and the LESSEE executed a lease dated 01 August 2011 and
expiring on the midnight of 31 July 2021 (the LEASE) of a hotel building under the
name and style BONANZA HOTEL and RESTAURANT together with a lot on it
which it is erected and the other lot being occupied by a residential house, all
situated at New Valley Subdivision, Angeles City (the PREMISES) but the
parties now wish to cancel the Lease;

It is agreed as follows:

TERMS
1. In return for the LESSEE vacating the Premises on or before the 21st of June
2017 (the TERMINATION DATE], the Lease is cancelled effective that date
 and the parties will have no further obligation to each other under the
Lease.
2. Nothing in this agreement operates to discharge obligations and liabilities
accrued under the Lease up to the date of its cancellation.
3. This agreement binds and benefits the parties and their respective heirs,
executors, administrators, personal representatives, successors and
assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date first above written.

BONANZA HOTEL & MOTEL, INC. PONDEROSA CORPORATION

LESSOR LESSEE

By: By:

BOARD OF TRUSTEE MELVIN THURKETTLE

TRESURER

SIGNED IN THE PRESENCE OF:

WITNESS WITNESS

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ) CITY

OF ANGELES ) S.S.

BEFORE ME, a Notary Public, for and in the CITY OF ANGELES, personally
appeared:

Name Competent Evidence of Date/Place Issued

Identity
- _______________________ _____________________
________________________ __ __
__
Melvin Thurkettle Passport #026510181 03-26-97/United
Kingdom
In there capacity as President and Treasurer, respectively, of the entities herein
represented, know to me to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free act and voluntary
deed as well as the said entity.

This document consisting of TWO (2) pages including this page wherein the
continuation of the acknowledgement is written, refers to an AGREEMENT TO
CANCEL LEASE, duly signed by the parties on each and every page thereof, together
with their instrumental witnesses.

WITNESS MY HAND AND SEAL this 21st of June, 2017.

Doc. No. __________

Page No. __________
Book No. __________
Series of __________