PROPERTY MANAGEMENT AGREEMENT

This Agreement is made between JUDITH VILLACRUCIS (Owner) and ONE

POWERBOOK SOLUTIONS INC., (Manager), and shall become effective as of
_______________, and shall continue until ___________, unless earlier renewed or
terminated or until it is terminated pursuant to this Agreement.

Appointment and Acceptance

1. The Owner appoints the Manager as exclusive agent for the management of the
property described in Paragraph 3 of this Agreement, and the Manager accepts the
appointment, subject to there terms and conditions set forth in this Agreement.

Description of Premises

2. The Premises are described as follows:

Name: THE AVENIR

Street Address: 479-E Archbishop Reyes Avenue, Barrio Luz, Cebu City
Number of dwelling units: 8

Professional Management Standards

3. The Manager agrees to furnish the services of its organization, to exert its best
efforts and to exercise the highest degree of professional skill and competence in
managing the Premises, in order to provide the Owner with maximum economic
return consistent with proper management.

Duties With Respect to Leasing and Tenants

4. The Manager accepts the following responsibility, authority, and duties as to

renting and leasing the Premises:

Solicitation of Tenants

(a) The Manager will use all reasonable efforts to keep the Premises rented
by the procuring tenants for the Premises and negotiating and executing
on behalf of the Owner all leases for space in the Premises. However, the
Manager will not execute any lease without securing the prior written
consent of the Owner.

Cooperation with Outside Brokers

(b) The Owner agrees that the Manager shall act as the Owner’s exclusive
agent in managing, operating, leasing, and renting the Premises.

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 Advertising Tenancies

(c) The Manager will advertise the availability of rental or lease space by the
full use of appropriate media of communications, such a newspapers, the
display of signs on the Premises, and Internet.

Advertising Expenses

(d) The Manager will charge all expenses of advertising under Paragraph
4(c), above to its own account as a managerial expense and not as an
operating expense to be reimbursed by the Owner.

Investigation of Prospective Tenants

(e) The manager will conduct any reasonable investigation of the references
of prospective tenants as is necessary to protect the Owner against
financial loss and for the protection of the Premises.

Authority and Duty to Enforce Leases

(f) The Manager will serve notice to vacate the premises when the Manager
deems the notices necessary will bring any legal action or proceeding to
recover possession of rented or leased premises, will compromise and
settle the lawsuits, with the approval of the Owner, will incur collection
fees, costs, and legal fees.

Collection of Rents and Other Receipts

5. The Manager will collect all rents, charges, and other amounts receivable on the
Owner’s account in connection with the management and operation of the
Premises. These receipts will be deposited in an account, separate from all other
accounts and funds, with a bank selected by the Owner and maintained in
accordance with Paragraph 6(b) of the Agreement. This account will be carried in
the Manager’s name and be designated of record as Trust Account.

Operation and Maintenance

6. The Owner gives to the Manager and the Manager accepts, the following
responsibity, authority, and powers regarding with Premises.

Maintenance Standards

(a) The Manager will cause the Premises to be maintained and repaired in
accordance with the sound management policies and local codes, and in a
condition acceptable to the Owner at all times, including but not limited to
cleaning, painting, decorating, plumbing, carpentry, grounds care, and any

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 other necessary maintenance and repair work, subject to any limitations
imposed by the Owner. Specifically, the Manager agrees to perform the
following duties:

 Special attention will be given to preventive maintenance, and to the

greatest extent feasible, the services of regular maintenance employees
will be used.

 The Manager may contract with qualified independent contractors for

the maintenance and repair of air-conditioning systems and elevators,
and for extraordinary repairs beyond the capability of regular
maintenance employees.

 The Manager will systematically and promptly receive and investigate

all service requests from tenants, will take any necessary action, and
will keep records of the action taken. Emergency requests will be
received and serviced on a twenty-four (24) hour basis. Complaints of
a serious nature will be reported to the Owner after investigation.

 The Manager is authorized to purchase all materials, equipment, tolls,

appliances, supplies, and service necessary to proper maintenance and
repair.

 Notwithstanding any of the foregoing provisions, the prior approval of

the Owner will be required for an expenditure that exceeds
Php___________ in connection with the maintenance and repair of the
Premises. This limitation will not apply to recurring expenses within
the limits of the operating budget or emergency repairs involving
manifest danger to person or property, or required to avoid suspension
of any necessary service to the Premises. In the later event, the
Manager will inform the Owner of the facts as promptly as possible.

Maintenance and Inspection of Account Books

(b) The Manager will maintain accurate, complete, and separate records in
accordance with generally accepted accounting standards and procedures.
These records will show income and expenditures relating to the operation
of the Premises, accounts payable and accounts receivable, available cash
and other assets and liabilities pertaining to the Premises. The Owner
may at any reasonable time, inspect the records kept by the Manager,
either in person or through an attorney, accountant, or other
representative. The Owner may have an audit made of all account books
and records pertaining to the management of the Premises.

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 In addition to the other requirements specified in this Agreement, the
Manager has the following responsibilities with respect to records and
reports:

 With respect to each fiscal year ending during the term of

their Agreement, and if economically feasible, the Manager
will cause an annual financial report to be prepared by a
Certified Public Accountant, or other person acceptable to the
Owner, based on the preparer’s examination of the books
and records of the Owner and the Manage. The report will be
certified by the preparer and the manager, and will be
submitted to the Owner within 20 days after the end of the
fiscal year.

Monthly Receipts and Disbursements Statement

(c) The Manager will provide the Owner with a detailed monthly
statement of all receipts and disbursements, to be furnished on or
before the10th day of each month for the preceding month. This
statement will show the status of collections and will be supported by
canceled checks, vouchers, duplicate invoices, and similar
documentation covering all items of income and expense, This
documentation will be kept in the Manager’s office and be available
for inspection by the Owner’s representatives at all reasonable times.

The Manager will also furnish a monthly operating statement showing

the income and expense for the month and year to date and for the
same portion of the preceding year. The Manager will be under no
obligation to advance funds on behalf of the Owner, but in the event
disbursements are in excess of the rents collected, the Owner agrees to
pay this excess promptly on demand.

Compliance with Governmental Regulations

(d) The Manager will comply with all building codes, zoning and licensing
requirements, and other requirements of national, or local authorities
having jurisdiction over the Premises. The Manager may, with prior
written consent of the Owner, appeal from any requirement imposed
by the above authorities when the Manager considers that requirement
unwarranted or unreasonable and may with or without an appeal,
compromise or settle any dispute regarding any requirement imposed
by the above authorities

Utilities and Services Contacts

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 (e) The Manager will contract on behalf of the Owner for water, gas,
electricity, extermination laundry facilities, telephone service, and
other utilities and services necessary in the operation and maintenance
of the Premises.

Employment of Necessary Personnel

(g) The Manager will employ, discharge, and pay on behalf of the Owner
all servants, employees, or contactors necessary for the management
and operation of the Premises. The manager will discharge any
servant, employee, or contractor whose discharge is demanded in
writing by the Owner, unless the demand is in violation of any written
agreement or contract with any servant, employee, or contractor.

Purchase of Supplies and Equipment

(h) The Manager will purchase on the Owner’s behalf all equipment,
appliances, supplies, and uniforms necessary for the maintenance or
operation of the Premises

Collection of Revenue

7. The Manager has the following authority and duties as to the collection and
disbursement of revenues from the Premises:

(a) The Manager will use its best efforts to collect all rents and revenues
from the Premises.

(b) The Manager will maintain a bank provided by the Owner, a trust
account for the deposit of all funds (except for tenants’ security
deposits, which will be handled as specified in this Agreement)
collected form the Premises.

Insurance Coverage

8. The Manager will promptly investigate and make a full written report on all
accidents, claims, and potential claims for damages relating to the ownership,
operation, and maintenance of the Premises, including and damage to or
destruction of the Premises and the estimated cost of repair. The Manager will
meet and fulfill all requirements applicable to the loss or claim imposed under the
insurance policy if any or policies covering the loss or claim.

Legal and Accounting

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 9. The Manager will refer matters requiring legal or accounting services to qualified
professionals approved by the Owner, and will charge the fees for these services
to the Owner’s account as an operating expense of the Premises.

Compensation for Managerial Services

10. NO consideration for the services to be rendered to the Owner by the Manager
under this Agreement. The Manager shall NOT be entitled to any commission on
the leasing or renting of the Property.

Applicable Law

11. This contract shall be governed and construed in accordance with the laws of the
Republic of the Philippines.

Executed by the parties on ____ of _____, 20__, Cebu City, Philippines.

_________________________ _________________________
Owner Manager

_________________________ _________________________
Signature Signature

_________________________ _________________________
Date Date

Witnesses:

_________________________ _________________________

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