CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (“Contract”) is made and executed in Quezon City,

Metro Manila, Philippines by and between:

CAMILO N. VILLANOS, of legal age, Filipino, separated, with

residence at 72 Maginhawa St., U.P. Village, Diliman, Quezon
City, as Attorney-in-fact of LILY N. VILLANOS and
Administrator by virtue of a Special Power of Attorney dated
March 14, 2012 attached hereto as Annex “A”, herein referred
to as the “LESSOR”;

-and-

EUNICE V. CANLAS, of legal age, single, with residence at 74-

A, Aguho St., Project 3, Quezon City, herein referred to as the
“LESSEE.”

W I T N E S S E T H:

WHEREAS, the Lessor is a lawful part owner of a real property with

improvements erected thereon located at 72 Maginhawa St., UP Village, Quezon
City, which is covered by TCT No. N-164519 of the Registry of Deeds of Quezon
City, a copy of which is attached hereto as Annex “B”;

WHEREAS, Eunice V. Canlas is the present Lessee of approximately 21 sqm

(more or less) portion of the property covered by TCT No. N-164519 (hereafter, the
“Leased Premises”), whose contract expires on May 31, 2014 and wherein the Lessee
introduced major improvements/infrastructure on the Leased Premises at a cost of at
least PhP200,000 at the Lessee’s exclusive expense;

WHEREAS, the Lessee has expressed renewal of her contract with the Lessor;

NOW THEREFORE, for and in consideration of the foregoing premises and

by the mutual covenants and stipulations by and between the parties herein, the
Lessor hereby leases unto the Lessee the Leased Premises, subject to the following:

TERMS AND CONDITIONS

1. Term – This contract shall be for a period of three (3) years commencing on June 1,
2014 and expires on May 31, 2017, unless the term shall sooner expire as herein
provided for in this contract;

2. Rental – The Lessee shall pay a monthly rent to the Lessor at the following rates:

Monthly Area Monthly Escalation

Period Annual Rent
Rate/sqm (sqm) Rental Rate Rate
June 1, 2014 to May 31, 2015 Php476.19 21 Php10,000.00 Php120,000.00 -
June 1, 2015 to May 31, 2016 Php476.19 21 Php10,000.00 Php120,000.00 0%
June 1, 2016 to May 31, 2017 Php523.81 21 Php11,000.00 Php132,000.00 10%
 All rent shall be net of taxes and all payable every first (1 st) day of each and every
month and thereafter. That as a sign of goodwill and convenience of the parties
concerned, the Lessee, upon signing hereof, shall issue 12 post-dated checks
covering the first year term of this contract and subsequently the Lessee shall
further issue the remaining twenty four (24) post dated checks, twelve (12) for
each year on or before the start of each remaining year. The Lessor in turn, shall
issue the corresponding receipt/s thereof immediately after said checks are
cleared. In case the parties have agreed to extend the term of this contract, the
amount of rent shall be increased to a maximum amount equivalent to ten (10%)
percent of the current rental fee;

3. Required Deposit – Prior to or upon signing of this contract, the Lessee shall
deposit to the Lessor a non-interest bearing cash amount of Php24,000.00 to
answer for any damages and other monetary obligation/s of the Lessee under this
contract, unless the said amount of Php24,000.00 is already deposited and
acknowledged by the Lessor. The said deposit shall likewise be returned to the
Lessee in thirty (30) days after the expiration of this contract or in any manner
mutually agreeable to all parties and after the Leased Premises shall have been
completely vacated and surrendered to the Lessor by the Lessee minus whatever
amount that the Lessee owes the Lessor and unpaid billings of any and all public
and private utilities subscribed in by the Lessee. It is further agreed that said cash
DEPOSIT cannot in any case be substituted as rental;

4. Use of Premises – It is expressly agreed that the Leased Premises shall be used by
the Lessee only for legal commercial purpose/s. In which case, the Lessee shall
exclusively undertake to secure at her expense appropriate government permits
and licenses as well as public and private utilities, which utilities, except for the
electric and telephone, shall be registered in the name of the Lessor. Sub-leasing
the property or any part thereof to a third party is not allowed and a ground for
immediate termination of this contract. Strictly, the contract is non-transferable;

No flammable or explosive materials and the like shall be kept or stored into the
premises. The Lessee shall only use electric or LPG appliances and under no
circumstances use firewood and coal. The Lessee shall provide to maintain at
least one fire extinguisher within the Leased Premises;

The Lessee agrees to comply with any and all laws, regulations, and decrees,
national and local ordinances arising from or regarding the use, occupation,
sanitation and cleanliness of the property;

The Lessee further agrees to NEVER PERMIT unlawful and immoral activities
within the premises which will disturb the reputation of the Lessor as well as the
peace and order of the neighbourhood;

5. Utilities – Upon written or oral consent of the Lessor, installation and

maintenance costs of any and all public and private utilities subscribed in by the
Lessee shall be for the Lessee’s exclusive expense and responsibility. Moreover,
the Lessee shall provide the Lessor copy/s of paid utility bills and receipts. The
Lessee further agrees that in case of non-payment of the required monthly rent,
the Lessor has the right to cut-off all utilities being utilized in the Leased
Premises;
6. Improvements – The Lessee agrees not to start or proceed any repair work nor in
any case introduce any new improvements nor make any alteration in the Leased
Premises without consent and approval from the Lessor, which shall not be
unduly conditioned, withheld, or delayed. The Lessee further agrees that erected
improvements, which cannot be removed without causing damage to the Leased
Premises, shall be for the Lessee’s exclusive expense without need of
reimbursement from the Lessor, upon expiration of this contract;

7. Repairs – It is agreed that to keep the Leased Premises in good habitable

condition, all or any damages which may be caused upon the building to the
fault, negligence or misuse by the Lessee, members of his family and household,
as well as natural damages made not apparent to both parties, shall be repaired
by the Lessee at his exclusive expense and responsibilities;

8. Inspection – Upon proper notification to the Lessee, the Lessor or his duly
authorized representative shall have the right to inspect the Leased Premises in
the presence of the Lessee or his authorized representative, at mutually
convenient time to all parties;

9. Non-Liability Clause – The Lessor shall neither be liable for any loss or damages
on the properties caused by fire, natural calamities, theft or otherwise from the
Leased Premises nor for an injury to persons resulting from electrical shock,
water or rain damages which may come from any part of the Leased Premises or
from pipes, plumbing, gas or any utility connections thereof or from by any cause
beyond the Lessor’s control and the Lessee covenants and agrees to make no
claim for any such loss or damage to the Lessor;

10. Termination – this contract shall be terminated upon the expiration of the lease
term, unless renewed in writing by the parties at least 30 days prior to expiration,
or upon early termination resulting from the Lessee or the Lessor’s breach of
contract.

10.1. Expiration – Upon expiration of this contract, the Lessee shall

peacefully surrender the Leased Premises unto the Lessor in good
condition as it is after improvements were introduced during the
coverage of this contract. All personal property, equipment, machinery,
trade fixtures, and temporary installations acquired by the Lessee, placed
or installed on the Leased Premises by the Lessee, shall remain the
Lessee’s property free and clear of any claim by the Lessor. The Lessee
shall have the right to remove the equipment, machinery, trade fixtures,
and temporary installations at the termination of this contract;

10.2. Pre-Termination – Both the Lessor and the Lessee, at his/her option,
can terminate this contract prior to the date of its expiration in cases
wherein either party fails to comply with the terms and conditions
stipulated in this contract and to such other written agreements made by
both parties which are not enumerated herein.
10.2.1. Lessee's Breach of Contract – If the Lessor declares a cancellation
or termination of this contract arising or resulting from the Lessor's
breach of any provisions herein, the Lessee shall:
- Allow the Lessor or his duly authorized representative to enter,
repossess and enjoy the Leased Premises as it did before leasing
the same to the Lessee; and
 - Forfeit the security deposit in favor of the Lessor.
10.2.2. Lessor's Breach of Contract – If the Lessee declares a cancellation
or termination of this contract arising or resulting from the Lessor's
breach of any provisions herein, the Lessor shall:
- Return to the Lessee the security deposit, unutilized rent, and
cost of improvements in the Leased Premises based on
depreciated value, if any; and
- Hold the Lessee, its employees and/or authorized
representatives free from all liabilities in connection or related
herewith.

11. Curing Period – In case of any violation of this contract, the injured party shall
serve the other party a written notice and provide the latter a period of thirty (30)
days from notice to commence to remedy any default. The party in default shall
have ninety (90) days from the written notice to fully cure such default. However,
upon expiry of the curing period without the party curing the default, the injured
party may declare a termination of this contract by service of a written notice to
the other party to such effect;

12. Representations and Warranties – As principal consideration which induced the

Lessee to enter into this contract, the Lessor has represented and warranted, as it
represents and warrants to the Lessee that upon the execution of this contract and
throughout the entire duration of this contract and any extension hereof:
12.1. Legal Capacity – the Lessor has the legal power and authority to
lease the Leased Premises to the Lessee and to execute this
contract, and when executed, this contract shall be legal, valid and
binding, and constitute the Lessor's legal, valid and binding
obligation enforceable in accordance with its terms and conditions.
12.2. Peaceful and uninterrupted possession – The Lessee has the right
to the peaceful and uninterrupted possession, use and enjoyment
of the Leased Premises under this contract and shall not be
disturbed or impaired whatsoever. In the event the peaceful and
uninterrupted possession of the Leased Premises is disturbed
and/or impaired in any way by reason of (1) the fault or
negligence by the Lessor, or (2) when there are contests filed by
persons on the ownership or legal authority of the Lessor to
execute this lease in favor of the Lessee and in relation to such
claim, the Lessee is evicted from the Leased Premises or is
required to close its business thereat, or (3) acts of violence or
physical disturbance executed by persons against the Lessee due
to any purported claim over the Leased Premises, and such
violence or disturbance lasts for more than one business day; If
such interruption, disturbance, or impediment (collectively
referred to as “disruption”), shall exceed thirty (30) days, the
Lessor shall pay the Lessee a penalty of two thousand pesos
(Php2,000.00) per day, until such disruption ceases. At the sole
option and discretion of the Lessee, the term of the lease may be
extended equivalent to the period of such disturbance or
impairment.

If the disruption will become permanent, and the Lessee is evicted

from the Leased Premises or ordered to close by government or
court action due to fault, breach, or negligence of the Lessor, this
 contract shall automatically be deemed terminated. For this
purpose, it is understood that a disruption exceeding sixty (60)
days shall already be considered permanent under this paragraph.

12.3. Defense of property rights – The Lessor shall defend its right over
the property and the Leased Premises against claim/s of any
nature whatsoever that may be initiated and/or filed by any third
party or parties, and to reimburse the Lessee for any and all
damages it may incur as a consequence of such claims. The Lessor
further warrants and certifies that it shall hold the Lessee from any
and all damages the Lessee may incur, suffer or should be held
liable for as a result of or consequent to or in connection or related
therewith.

Violation/s of the warranties above-provided, as well as of those

provided by law, shall constitute material breach of this contract
and shall be grounds for the Lessee to terminate this contract and
Lessor shall be liable for penalties in accordance with Section 10
hereof.

13. Penal Provision – Should any party be compelled to litigate to enforce all or any
part of this agreement, the defaulting party hereby agrees to pay the other party,
by way of liquidated damages an additional twenty-five (25%) percent of the total
amount due plus attorney’s fees and cost of suit.

IN WITNESS WHEREOF, the PARTIES have hereunto set their signatures at

Quezon City, Philippines this ______ day of May, 2014.

CAMILO N. VILLANOS EUNICE V. CANLAS

Lessor Lessee

Signed in the presence of:

_______________________ ________________________

ACKNOWLEDGMENT

Republic of the Philippines )

City of Quezon ) S.S.

BEFORE ME, a notary public for and in Quezon City, Philippines, personally
appeared this ____day of May, 2014 the following:

Camilo N. Villanos CTC No. 12012 Jan. 20, 2014 Quezon City
Eunice V. Canlas CTC No.
Known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same are their free act and deed
for the uses and purposes herein set forth. This instrument consist of six (6) pages
including this page have signed by the parties and their witnesses on each and every
page hereof.

IN WITNESS WHEREOF, I, notary public for Quezon City, have hereunto set
my hand and seal on the date and place first above mentioned.

NOTARY PUBLIC
Until December 31, 2014

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2014.

TERMS AND CONDITIONS

14. Term – This contract shall be for a period of three (3) years commencing on June 1,
2014 and expires on May 31, 2017, unless the term shall sooner expire as herein
provided for in this contract;

15. Rental – The Lessee shall pay a monthly rent to the Lessor at the following rates:

Monthly Area Monthly Escalation

Period Annual Rent
Rate/sqm (sqm) Rental Rate Rate
June 1, 2014 to May 31, 2015 Php476.19 21 Php10,000.00 Php120,000.00 -
June 1, 2015 to May 31, 2016 Php476.19 21 Php10,000.00 Php120,000.00 0%
June 1, 2016 to May 31, 2017 Php523.81 21 Php11,000.00 Php132,000.00 10%

All rent shall be net of taxes and all payable every first (1 st) day of each and every
month and thereafter. That as a sign of goodwill and convenience of the parties
concerned, the Lessee, upon signing hereof, shall issue 12 post-dated checks
covering the first year term of this contract and subsequently the Lessee shall
further issue the remaining twenty four (24) post dated checks, twelve (12) for
each year on or before the start of each remaining year. The Lessor in turn, shall
issue the corresponding receipt/s thereof immediately after said checks are
cleared. In case the parties have agreed to extend the term of this contract, the
amount of rent shall be increased to a maximum amount equivalent to ten (10%)
percent of the current rental fee;

16. Use of Premises – It is expressly agreed that the Leased Premises shall be used by
the Lessee only for legal commercial purpose/s. In which case, the Lessee shall
exclusively undertake to secure at her expense appropriate government permits
and licenses as well as public and private utilities, which utilities, except for the
electric and telephone, shall be registered in the name of the Lessor. Sub-leasing
 the property or any part thereof to a third party is not allowed and a ground for
immediate termination of this contract. Strictly, the contract is non-transferable;

No flammable or explosive materials and the like shall be kept or stored into the
premises. The Lessee shall only use electric or LPG appliances and under no
circumstances use firewood and coal. The Lessee shall provide to maintain at
least one fire extinguisher within the Leased Premises;

The Lessee agrees to comply with any and all laws, regulations, and decrees,
national and local ordinances arising from or regarding the use, occupation,
sanitation and cleanliness of the property;

The Lessee further agrees to NEVER PERMIT unlawful and immoral activities
within the premises which will disturb the reputation of the Lessor as well as the
peace and order of the neighbourhood;

17. Utilities – Upon written or oral consent of the Lessor, installation and
maintenance costs of any and all public and private utilities subscribed in by the
Lessee shall be for the Lessee’s exclusive expense and responsibility. Moreover,
the Lessee shall provide the Lessor copy/s of paid utility bills and receipts. The
Lessee further agrees that in case of non-payment of the required monthly rent,
the Lessor has the right to cut-off all utilities being utilized in the Leased
Premises;

18. Improvements – The Lessee agrees not to start or proceed any repair work nor in
any case introduce any new improvements nor make any alteration in the Leased
Premises without consent and approval from the Lessor, which shall not be
unduly conditioned, withheld, or delayed. The Lessee further agrees that erected
improvements, which cannot be removed without causing damage to the Leased
Premises, shall be for the Lessee’s exclusive expense without need of
reimbursement from the Lessor, upon expiration of this contract;

19. Repairs – It is agreed that to keep the Leased Premises in good habitable
condition, all or any damages which may be caused upon the building to the
fault, negligence or misuse by the Lessee, members of his family and household,
as well as natural damages made not apparent to both parties, shall be repaired
by the Lessee at his exclusive expense and responsibilities;

20. Inspection – Upon proper notification to the Lessee, the Lessor or his duly
authorized representative shall have the right to inspect the Leased Premises in
the presence of the Lessee or his authorized representative, at mutually
convenient time to all parties;

21. Non-Liability Clause – The Lessor shall neither be liable for any loss or damages
on the properties caused by fire, natural calamities, theft or otherwise from the
Leased Premises nor for an injury to persons resulting from electrical shock,
water or rain damages which may come from any part of the Leased Premises or
from pipes, plumbing, gas or any utility connections thereof or from by any cause
beyond the Lessor’s control and the Lessee covenants and agrees to make no
claim for any such loss or damage to the Lessor;

22. Termination – this contract shall be terminated upon the expiration of the lease
term, unless renewed in writing by the parties at least 30 days prior to expiration,
 or upon early termination resulting from the Lessee or the Lessor’s breach of
contract.

22.1. Pre-Termination – Both the Lessor and the Lessee, at his/her option,
can terminate this contract prior to the date of its expiration in cases
wherein either party fails to comply with the terms and conditions
stipulated in this contract and to such other written agreements made by
both parties which are not enumerated herein.
22.2. Expiration – Upon expiration of this contract, the Lessee shall
peacefully surrender the Leased Premises unto the Lessor in good
condition as it is after improvements were introduced during the
coverage of this contract. All personal property, equipment, machinery,
trade/business fixtures except main entrance doors and aluminium steel
shutters, glass window, kitchen sink, toilet bowl and lavatory and other
permanent parts of the building installed on the Leased Premises by the
Lessee, shall remain the Lessee’s property free and clear of any claim by
the Lessor.
22.3.

22.3.1. Lessee's Breach of Contract – If the Lessor declares a cancellation

or termination of this contract arising or resulting from the Lessor's
breach of any provisions herein, the Lessee shall:
- Allow the Lessor or his duly authorized representative to enter,
repossess and enjoy the Leased Premises as it did before leasing
the same to the Lessee; and
- Forfeit the security deposit in favor of the Lessor.
22.3.2. Lessor's Breach of Contract – If the Lessee declares a cancellation
or termination of this contract arising or resulting from the Lessor's
breach of any provisions herein, the Lessor shall:
- Return to the Lessee the security deposit, unutilized rent, and
cost of improvements in the Leased Premises based on
depreciated value, if any; and
- Hold the Lessee, its employees and/or authorized
representatives free from all liabilities in connection or related
herewith.

23. Curing Period – In case of any violation of this contract, the injured party shall
serve the other party a written notice and provide the latter a period of thirty (30)
days from notice to commence to remedy any default. The party in default shall
have ninety (90) days from the written notice to fully cure such default. However,
upon expiry of the curing period without the party curing the default, the injured
party may declare a termination of this contract by service of a written notice to
the other party to such effect;

24. Representations and Warranties – As principal consideration which induced the

Lessee to enter into this contract, the Lessor has represented and warranted, as it
represents and warrants to the Lessee that upon the execution of this contract and
throughout the entire duration of this contract and any extension hereof:
24.1. Legal Capacity – the Lessor has the legal power and authority to
lease the Leased Premises to the Lessee and to execute this
contract, and when executed, this contract shall be legal, valid and
 binding, and constitute the Lessor's legal, valid and binding
obligation enforceable in accordance with its terms and conditions.
24.2. Peaceful and uninterrupted possession – The Lessee has the right
to the peaceful and uninterrupted possession, use and enjoyment
of the Leased Premises under this contract and shall not be
disturbed or impaired whatsoever. In the event the peaceful and
uninterrupted possession of the Leased Premises is disturbed
and/or impaired in any way by reason of (1) the fault or
negligence by the Lessor, or (2) when there are contests filed by
persons on the ownership or legal authority of the Lessor to
execute this lease in favor of the Lessee and in relation to such
claim, the Lessee is evicted from the Leased Premises or is
required to close its business thereat, or (3) acts of violence or
physical disturbance executed by persons against the Lessee due
to any purported claim over the Leased Premises, and such
violence or disturbance lasts for more than one business day; If
such interruption, disturbance, or impediment (collectively
referred to as “disruption”), shall exceed thirty (30) days, the
Lessor shall pay the Lessee a penalty of two thousand pesos
(Php2,000.00) per day, until such disruption ceases. At the sole
option and discretion of the Lessee, the term of the lease may be
extended equivalent to the period of such disturbance or
impairment.

If the disruption will become permanent, and the Lessee is evicted

from the Leased Premises or ordered to close by government or
court action due to fault, breach, or negligence of the Lessor, this
contract shall automatically be deemed terminated. For this
purpose, it is understood that a disruption exceeding sixty (60)
days shall already be considered permanent under this paragraph.

24.3. Defense of property rights – The Lessor shall defend its right over
the property and the Leased Premises against claim/s of any
nature whatsoever that may be initiated and/or filed by any third
party or parties, and to reimburse the Lessee for any and all
damages it may incur as a consequence of such claims. The Lessor
further warrants and certifies that it shall hold the Lessee from any
and all damages the Lessee may incur, suffer or should be held
liable for as a result of or consequent to or in connection or related
therewith.

Violation/s of the warranties above-provided, as well as of those

provided by law, shall constitute material breach of this contract
and shall be grounds for the Lessee to terminate this contract and
Lessor shall be liable for penalties in accordance with Section 10
hereof.

25. Penal Provision – Should any party be compelled to litigate to enforce all or any
part of this agreement, the defaulting party hereby agrees to pay the other party,
by way of liquidated damages an additional twenty-five (25%) percent of the total
amount due plus attorney’s fees and cost of suit.
 IN WITNESS WHEREOF, the PARTIES have hereunto set their signatures at
Quezon City, Philippines this ______ day of May, 2014.

CAMILO N. VILLANOS EUNICE V. CANLAS

Lessor Lessee

Signed in the presence of:

_______________________ ________________________

ACKNOWLEDGMENT

Republic of the Philippines )

City of Quezon ) S.S.

BEFORE ME, a notary public for and in Quezon City, Philippines, personally
appeared this ____day of May, 2014 the following:

Camilo N. Villanos CTC No. 12012 Jan. 20, 2014 Quezon City
Eunice V. Canlas CTC No.

Known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same are their free act and deed
for the uses and purposes herein set forth. This instrument consist of six (6) pages
including this page have signed by the parties and their witnesses on each and every
page hereof.

IN WITNESS WHEREOF, I, notary public for Quezon City, have hereunto set
my hand and seal on the date and place first above mentioned.

NOTARY PUBLIC
Until December 31, 2014

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2014.