CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease is made and executed this ________________________,

in Angeles City, by and between:

_____________________________., a domestic corporation duly organized and

existing under and by virtue of Philippine Laws, with principal address at _____
MacArthur Highway, Balibago, Angeles City, Pampanga represented by its Corporate
Secretary, ________________, hereinafter referred to as the “LESSOR”;

-and-

EMERICO APOLINARIO GOMES, _______, married and with residence

and postal address at 50 Narra Road, L & S Subdivision, Angeles City, Pampanga,
hereinafter referred to as the “LESSEE”;

WITNESSETH: That

WHEREAS, the LESSOR is the legal and registered owner of a commercial

building known as HEL-RIC Building located at Raymund Street, Balibago, Angeles
City, Pampanga;

WHEREAS, the LESSEE desires to lease, and the LESSOR is willing to lease
out, in an “ AS IS, WHERE IS” basis, SPACE E ( hereinafter referred to as the “Leased
Properties”) subject to the terms and conditions set forth hereunder;

NOW, THEREFORE, for and in consideration of the premises, the LESSOR does
hereby lease and demise unto the LESSEE the above-described Leased Properties under
the following terms and conditions:

1. TERM OF LEASE – This Contract of Lease shall have a term of THREE (3)
years commencing on ____________ and expiring on ________, renewable for
another term, upon mutual agreement of the parties, on such terms and conditions
acceptable to both parties;

2. RENTALS – The LESSEE binds himself to pay the LESSOR a monthly rental of
THIRTY THOUSAND PESOS (P 30,000.00), Philippine Currency. Such
monthly rental is inclusive of VAT. The LESSEE shall deduct from the rental
fees and shall withhold the applicable withholding tax on all rental payments
and shall remit the same to the Bureau of Internal Revenue within the time
prescribed by law. Upon payment of the LESSEE of the rentals herein
provided, the LESSOR shall issue an Official Receipt to acknowledge
payment. The monthly rental shall be payable in advance every ______day of
each month, without need of notice or demand. Failure on the part of the
LESSEE to pay his rentals for TWO (2) consecutive months, the LESSOR has the
right to cancel and rescind this Contract of Lease and to seek legal remedy under
the circumstances;

3. LEASEHOLD RIGHTS & SECURITY DEPOSIT – Upon the execution of

this Contract of Lease, the LESSEE shall pay the LESSOR the following:

a) the sum of NINETY THOUSAND PESOS (P 90,000.00) as THREE (3)

months advance to be applied as rent for the months of ______________ ,
_________________ and _____________________;
 b) the LESSEE shall pay the LESSOR the sum of NINETY THOUSAND
PESOS (P 90,000.00), Philippine Currency, as security deposit .

The security deposit shall not be applied to the monthly rentals and no interest
shall be claimed. The Security Deposit will answer for any unpaid bills for
electricity, telephone, or other utility charges, or any damage to the Leased Properties
due to the fault or negligence of the LESSEE or the latter’s employees, customers or
guests. Such amount shall be deducted from the deposit and the balance, if any, shall
be refunded to the LESSEE within thirty (30) days from the termination of Contract.

4. PROHIBITION ON ASSIGNMENT AND SUBLEASE – The LESSEE is

expressly prohibited from assigning any of its rights under the Contract of Lease
or from subleasing any portion of the Leased Properties to any party.

5. USE OF THE LEASED PROPERTIES –

a.) The LESSEE shall use the Leased Properties for legitimate business only
under the trade or business name ______________________________
and not for any other purpose. The LESSEE is prohibited from accepting,
whether for a fee or gratuitously, any boarder or bed spacer on the Leased
Properties. Only the LESSEE or his immediate relatives and guests shall
be allowed to use the Leased Properties. Furthermore, the number of
persons allowed to stay or live in the Leased Properties shall not exceed
eight (8) persons at any given time;

b.) The LESSEE shall not keep or maintain pets or other fowl or animal in
the Leased Properties, videoke machines are not allowed and neither
shall the LESSEE maintain any business or activity which may be
prejudicial to the health, peace and quietude of the Leased Properties;

c.) The LESSEE shall, at all times, keep the Leased Properties in tenantable
and clean condition, using the same with the minimum of wear and tear,
and shall keep the fixtures therein installed in their respective places;

d.) The LESSEE may install signages necessary and appropriate for the
conduct of its business upon prior approval from the LESSOR and the
installation of such signages must not cause any damage to the Leased
Properties;

e.) The LESSEE shall not permit or allow any rubbish or waste materials or
products to accumulate on the Leased Properties and to keep the sewage
and drainage systems thereof clean and free from obstruction at all times
at his own expense. During the term of this Contract of Lease, any leaks
on the toilet pipes , faucets and clogging on the toilet drains, lavatory and
sink shall be repaired at the expense of the LESSEE. The LESSOR shall
only be liable for the repairs and maintenance of the MAIN pipes,
drainage and sewage;

f.) The LESSEE may use LPG and electric operated machinery and
equipment and must practice caution in the use of these equipment
so as to avoid any untoward incident ;

g.) The LESSEE is not allowed to place any permanent or concrete structure
or temporary fixture on the sidewalk and on the parking lot of the Leased
Properties. These areas must be free from obstruction at all times;
 h.) The LESSEE must cooperate with the LESSOR in the event that the
Angeles City Government and its agencies and the Balibago Barangay
Council issue directives, circulars, orders and ordinances relating to the
improvement and repairs of the roads, sidewalk, drainage, wirings, etc.
Refusal on the part of the LESSEE to cooperate, the LESSOR can cancel
and rescind this Contract of Lease;

i.) The LESSEE shall be given _____ ( ) pieces of keys for the front door
and _____ ( ) pieces of keys for the back door of the Leased Properties.
These keys must be surrendered to the LESSOR upon the expiration or
pre-termination of the Lease Contract. The LESSEE shall be liable and
must pay for the cost of the key replacement should these keys be lost.

6. INSURANCE – During the term of this CONTRACT, the LESSEE shall

secure and maintain an insurance to cover the Leased Properties from fire
and property damage in the amount of not less than FIVE HUNDRED
THOUSAND PESOS Philippine Currency (P 500,000.00) and shall assign the
policy and the proceeds thereof to the LESSOR. The LESSEE must also
secure his own insurance to cover his personal properties in the Leased
Properties;

7. UTILITIES – The LESSEE shall pay and be accountable for all charges
pertaining to electricity, telephone, water and other services in the Leased
Properties, including and deposits that shall be required by any public or private
utility company.

8. COMPLIANCE WITH LAWS, RULES AND REGULATIONS – The use by

the LESSEE of the Leased Properties shall, at all times and in all respects, be in
strict, full and legal compliance with all applicable laws, ordinances, rules and
regulations now or as may hereafter be in force and at the LESSEE’s exclusive
account and responsibility.

The LESSEE shall hold the LESSOR free and harmless from any suit or claim
arising from, or connected with the condition, use and employment of the Leased
Properties.

The LESSEE shall likewise provide in the Leased Premises, for its sole and
exclusive account, the duly prescribed fire extinguishers, fire alarms, emergency
lights, smoke alarm and emergency exits in such number and within the
specifications that may be required by the proper city ordinances.

9. CONDITION OF THE LEASED PROPERTIES – The LESSEE hereby

acknowledges receipt of possession of the Leased Properties in good tenantable
condition. The LESSEE shall undertake all measures to ensure the safety of the
Leased Properties and its contents from burglary, theft and the like. The LESSOR
shall not be held liable for any loss, theft or damage to the property of the
LESSEE should such incident occur;

10. REPAIRS, MAINTENANCE, IMPROVEMENTS AND ALTERATIONS –

The LESSEE shall at its own cost and expense, keep and maintain the Leased
Properties in good and tenantable condition and introduce all repairs or alterations
that shall be necessary for the upkeep and maintenance of the Leased Properties.
A grace period of SIX (6) weeks commencing on ________________until
__________________ shall be given to the LESSEE for repairs/renovation.
The LESSEE shall provide the LESSOR a copy/blueprint of repair works and
renovation that will be done on the Leased Properties and the LESSOR must
approve first the repair, alterations and renovation work before the LESSEE can
 commence the renovation. A renovation permit must be secured from the proper
government agencies before starting any renovation work. The LESSEE shall be
liable for damages in the event of non-compliance with regard to securing the
necessary renovation permit. No reimbursement shall be made by the LESSOR to
the LESSEE for all renovation expenses and no further repairs shall be made by
the LESSOR since it will be the LESSEE who will be the one responsible for all
the renovations, improvements and construction made on the Leased Properties.
All permanent improvements and additions made on the Leased Properties shall
automatically belong to the LESSOR upon the termination or pre-termination of
the Contract of Lease. The LESSEE shall retain ownership of all temporary or
movable improvements and may remove the same anytime, provided that the
LESSEE shall restore the original design, structure and construction of the
Leased Properties, as altered, due to the introduction of said improvements
should the LESSOR require him to do so. The LESSEE is not allowed to
remove from the Leased Properties the existing electrical wirings, circuit
breakers, switches, outlets and all other electrical materials , as well as steel
gate/doors and windows, roll-up enclosure, aluminum , glass and wooden
enclosures, sinks, faucets, lavatory, etc. upon the termination or pre-termination
of the Contract of Lease;

11. INSPECTION OF THE LEASED PROPERTIES – The LESSOR or his duly

authorized representative shall conduct a semi- annual inspection of the
Leased Properties during reasonable hours of the day for the purpose of
ascertaining whether the LESSEE is complying with the terms and
conditions of the Contract of Lease or in the event that there will be concerns
that the LESSEE will raise regarding the Leased Properties or any related
matter. The LESSEE shall likewise allow prospective tenants to inspect the
Leased Properties during reasonable hours of the day during the last forty-five
(45) days of this lease.

12. TAXES, FEES, AND OTHER CHARGES – Except for the real property tax
and income tax that may be due on the rental as income to the LESSOR, which
shall be for the latter’s account, all taxes or fees which may be due in connection
with the conduct of business on the Leased Properties, including but not limited to
withholding taxes and other charges, whether national or local, shall be for the
LESSEE’s account.

13. DEFAULT – The faithful and strict compliance by the LESSEE of each of its
obligations and undertakings under this Contract is the special consideration and
inducement for the granting of this lease by the LESSOR. Therefore, in the event
the LESSEE shall fail to pay agreed rentals as when they become due as herein
stipulated and in the manner and form herein agreed upon, and/or the LESSEE
fails to comply or otherwise violate any of the terms and conditions of this
Contract of Lease, the LESSOR may, at his option, consider this Contract of
Lease automatically rescinded and cancelled without need of seeking remedy
from court of justice notwithstanding the provisions of Section (1) above, by mere
written notice to the LESSEE of the exercise by the LESSOR, his successor or
assigns or their duly authorized representatives, shall have the right to enter the
Leased Properties and in addition, the LESSOR shall forfeit the deposit as
provided in Section( 3 b) above by way of penalty in addition to the damage due
to the LESSOR by reason of the LESSEE’s default.

Upon termination of the Contract of Lease or its rescission, the LESSEE hereby
binds himself to peacefully surrender possession of the Leased Properties without
need of demand, subject to Section (10) hereof with respect to the right of the
LESSOR to retain the improvements introduced by the LESSEE. The LESSEE
shall also surrender the Leased Properties in a good and clean condition and all
 garbage properly disposed of. Failure on the part of the LESSEE to dispose of his
garbage, the LESSEE shall be charged the amount of not less than THREE
THOUSAND PESOS (P 3,000.00) as clean up and garbage disposal fee;

14. PRE-TERMINATION – Should the LESSEE desire to vacate the Leased

Properties and terminate the lease before the expiration of the term thereof as
provided in Section (1) above, the LESSEE shall give a written notice to the
LESSOR at least TWO (2) months in advance; provided, however, that the
LESSEE shall continue to be liable for the payments of all rentals in arrears, if
any, and shall continue to pay the corresponding rentals for the period he remains
on the Leased Properties. The LESSEE must vacate and turn -over the
Leased Properties on the date that is specified on the written pre-
termination notice given to the LESSOR and the LESSEE shall pay to the
LESSOR fifty percent (50%) of the total rentals of the unexpired term, as
damages.

15. TERMINATION – Upon the termination of this Contract of Lease, either by the
expiration of the term as provided in Section (1) above, or by the failure of the
LESSEE to comply with its undertakings or obligations herein, the LESSEE shall
vacate and turn-over the possession of the Leased Properties to the LESSOR, and
in case of default or delay, the LESSEE shall be liable to the LESSOR, by way of
liquidated damages, the sum of Five Hundred Pesos (P500.00), per day from the
date the obligation to so vacate and turn-over possession accrues until full and
final compliance, in addition to the stipulated rentals and such other damages that
may result from such default or delay on the part of the LESSEE;

16. LIEN ON THE PROPERTIES OF THE LESSEE – Upon the termination of

this Contract or the pre-termination hereof without the rentals, charges and/or
damages, if any, being fully paid or settled, the LESSOR shall have the right to
retain possession of the properties of the LESSEE used or situated in the Leased
Properties and the LESSEE hereby authorizes the LESSOR to offset the
prevailing value thereof as appraised by the LESSOR against any unpaid rentals,
charges and/or damages. If the LESSOR does not want to use said properties, it
may instead sell the same to third parties and apply the proceeds thereof against
any unpaid rentals, charges and/or damages.

17. ABANDONMENT – In the event that the LESSEE abandons the Leased
Properties, or leaves the Leased Properties vacant for thirty (30) days without any
prior notice to the LESSOR, the LESSOR may re-let said properties or any part
thereof under such terms and conditions as the LESSOR may deem proper and
convenient. Such re-letting shall not operate as a waiver of the LESSOR’s right to
terminate this contract at any time nor any other right of the LESSOR stipulated
herein.

18. WARRANTY CLAUSE – The LESSOR hereby warrants the peaceful and
undisturbed possession and occupancy by the LESSEE of the Leased Properties
and shall render the LESSEE free and harmless from any and all claims coming
from third party or parties of whatever nature.

19. NON-WAIVER OF RIGHTS AND REMEDIES – Failure on the part of the

LESSOR to insist upon a strict performance or compliance of any of the terms,
conditions and covenants of this Contract of Lease shall not be deemed a waiver
of any subsequent breach or default of the terms, conditions and covenants herein
stipulated.
 20. EXPLANATION TO THE LESSEE – The LESSEE hereby certifies that the
terms and conditions of the Contract of Lease have been fully explained by the
LESSOR and he is fully aware of the consequences of the various provisions of
this Contract of Lease.

21. AMENDMENTS –This Contract of Lease may not be altered or modified except
by written amendments duly subscribed by the parties herein.

22. ATTORNEY’S FEES, VENUE OF LEGAL ACTION –Should the LESSOR be

constrained to refer to a lawyer any violation of the terms and conditions herein
by the LESSEE, the latter shall be liable for reasonable attorney’s fees and
litigation expenses. Any suit that may be brought by reason of the enforcement or
interpretation of the Contract of Lease shall be brought and commenced only with
the proper courts of Angeles City to the exclusion of all others.

IN WITNESS WHEREOF, the parties have hereunto set their hands this
__________________ at Angeles City.

LESSOR LESSEE

SIGNED IN THE PRESENCE OF:

_________________________ ____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ANGELES ) SS

BEFORE ME, a Notary Public for and in the City of Angeles and in the Province of
Pampanga this ______________________________, personally appeared:

Name I.D. Valid Until

Who have satisfactorily proven to me their identities through their ID’s, that they
are the same persons who personally signed before me the foregoing Contract of Lease
and acknowledged that they executed the same.

The foregoing Contract of Lease, consisting of SIX (6) pages, including this page
on which the acknowledgement is written, signed by the parties and their witnesses on
each and every page thereof, and they acknowledged to me that the same is their free and
voluntary act and deed.

WITNESS MY HAND AND SEAL, this ____________________at Angeles City.

Doc. No.: ___________

Page No.: ___________
Book No.: ___________
Series of: ___________