CONSTRUCTION CONTRACT

KNOW ALL THIS MEN BY THESE PRESENTS:

This “Construction Contract” is made and executed by and between;

HAMM-ASIA GLOBAL BUILDERS CORPORATION, a corporation duly

organized and existing under and by virtue of the laws of the Republic of the
Philippines, with address at 2/F TSC Residential Suites, Pres. Magsaysay Street, Villa
Aurora, Barangay Kasambagan, Cebu City, duly represented by its General Manager,
AR. ARNEL GABRIEL WONG, of legal age, Filipino, married and a resident of Cebu
City, hereinafter called the “GENERAL CONTRACTOR”.

AND

_______________________________________________, a corporation duly

organized and existing under and by virtue of the laws of the Republic of the
Philippines, with address at
______________________________________________________, duly represented
by its ____________________, _________________________, of legal age, Filipino,
married and a resident of ______________, hereinafter called the “CONTRACTOR”.

WITNESSETH THAT:

WHEREAS, the OWNER, __________________________________________,

desires to hire the services of the GENERAL CONTRACTOR to undertake for the
construction of the:

 PROPOSED:
_______________________________________________
_______________________________________________
_______________________________________________
. (SPECIFIC OF WORK - CIVIL WORKS
CONSTRUCTION)

 Location: __________________________________________________
__________________________________________________

WHEREAS, the CONTRACTOR represents and/or warrants unto the GENERAL

CONTRACTOR that it is a duly licensed contractor in accordance with all existing laws
in the Republic of the Philippines.

WHEREAS, the CONTRACTOR desires to undertake the construction of the said

Project for a valuable consideration, and the GENERAL CONTRACTOR is agreeable
thereof, subject to the terms and conditions mentioned below.

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

covenants and stipulation herein contained, the GENERAL CONTRACTOR and the
CONTRACTOR have voluntarily agree as follow:

ARTICLE I. THE CONTRACT DOCUMENTS

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 A. That the Instruction to Bidders, Contractor’s Proposal, General Condition of
the Contract, Technical Specifications, Plans, Bid Bulletins and/or Addenda,
as well as Drawings relating thereto on the file in the office of the GENERAL
CONTRACTOR, form an integral part of this Contract, as if hereto attached or
herein written; provided that all annexes and/or addenda to this Contract
Documents are duly signed by both parties.

ARTICLE II. SCOPE OF WORKS

A. In the performance of this Construction Contract, the CONTRACTOR, in

consideration of the payment to be made by GENERAL CONTRACTOR to
the CONTRACTOR of the sum of money hereinafter named, shall construct /
perform the scope of works herein collectively attached and made an integral
of hereof as Annex “A”.

B. The CONTRACTOR shall furnish all labor, materials, equipment, tools,

transportation and/or supplies, except as those specifically excluded as per
Annex “B” hereof, required to complete the construction of the project.

C. The CONTRACTOR shall perform all work in a good and workmanlike

manner according to GENERAL CONTRACTOR’s standards and in
conformity with the plans and technical specifications provided in the contract
documents.

ARTICLE III. OTHER RELATED SCOPE OF WORKS AND CONDITIONS

A. The work shall cover mobilization and demobilization.

B. Water and electricity during construction shall be supplied by ____________.

C. CHANGES IN THE WORK – The OWNER and/or the GENERAL

CONTRACTOR may, during the period of this contract and without
invalidating this agreement, order extra work or make changes, alterations,
modifications or deductions from the work covered by the reference drawings
and plans specified in this contract and within the general scope thereof,
provided that written notice for the extra work or changed, alteration,
modification or deduction of the works, be made in advance and prior to the
start and implementation of the specific work to be done, changed, altered,
modified and/or deducted, and provided further that in case the aforesaid
works will cause the increase in the amount due under this contract, or in the
time required for its performance, equitable adjustments as to the amount and
time of completion shall be mutually agreed upon by the GENERAL
CONTRACTOR and the CONTRACTOR in writing.

D. OPTION TO STOP WORK – The OWNER, its/his representative and/or the

GENERAL CONTRACTOR, at any time during the period of this agreement,
has the sole option to the work stoppage in the event performance of such
work is not in accordance with specifications and conditions of this
agreement, and adjustment in the contract amount will be made in writing
duly signed by the authorized representatives of the GENERAL
CONTRACTOR and CONTRACTOR.

ARTICLE IV. CONTRACT PRICE AND SCHEDULE OF PAYMENTS

A. The GENERAL CONTRACTOR, for and in consideration of the fulfillment of

the contract by the CONTRACTOR in accordance with the provisions of the
contract documents and subject to the additions and/or deductions provided

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 therein, shall pay the CONTRACTOR the sum of PHILIPPINE PESOS, [ ]
exclusive / [ ] inclusive of the Value Added Tax (12% VAT), to wit:

 ________________________________________________________
________________________________________________________
____________________________________ (Php _______________)

B. SCHEDULE OF PAYMENTS – The GENERAL CONTRACTOR shall pay the

CONTRACTOR in the following schedule:

1. Upon signing of this Agreement, the GENERAL CONTRACTOR shall pay

to the CONTRACTOR a MOBILIZATION COST in the amount of
PHILIPPINE PESOS:

 ________________________________________________________
________________________________________________________
____________________________________ (Php _______________)

which is equivalent to __________ (___%) percent of the Contract Price.

The mobilization cost shall be liquidated from every monthly progress

payment by deducting therefrom said amount in proportion to the
percentage of work actually accomplished during the period covered by
the monthly progress billing.

2. The balance of the Contract price shall be paid by the GENERAL

CONTRACTOR on the basis of:

[ ] weekly [ ] semi-monthly [ ] monthly

progress billing submitted by the CONTRACTOR to the GENERAL

CONTRACTOR as work progresses, showing the actual work completed
during the period covered thereby.

Payment shall be made in the following manner, to wit:

a. For weekly - every Friday or Saturday, as long as the

bank is open.

b. For semi-monthly - within seven (7) calendar days upon

receipt of the monthly billing.

c. For monthly - within fifteen (15) calendar days upon

receipt of the monthly billing.

3. A retention amount equivalent to ten (10%) percent of each monthly

progress payment shall be automatically deducted by the GENERAL
CONTRACTOR from the monthly progress payments and shall be
retained by the GENERAL CONTRACTOR until the Works has been fully
completed.

4. Full Payment upon Completion and Acceptance [excluding the ten (10%)
percent retention] by the OWNER, its/his representative and/or GENERAL
CONTRACTOR.

5. The retention shall be release by the GENERAL CONTRACTOR upon full

compliance by the CONTRACTOR of the following, to wit:

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 a. Five (5%) retention.

i. Upon acceptance mentioned in Article IV, Paragraph B (5);

ii. Upon submission of by the CONTRACTOR of a sworn
“Certification” that all its/his suppliers had been fully paid;
iii. Upon submission of the billings;
iv. The above amounts will be released to the CONTRACTOR
at least thirty (30) calendar days.

b. The remaining five (5%) retention.

i. Upon acceptance mentioned in Article IV, Paragraph B (5);

ii. Upon submission of the billings;
iii. The above amounts will be released to the CONTRACTOR
at least sixty (60) calendar days.
iv. The amount will only be released after the five (5%) percent
retention mentioned in the preceding paragraph has already
been released to the CONTRACTOR.

6. The retention amount shall not be used to be deducted for any back jobs
and/or defective works.

ARTICLE V. TIME OF COMPLETION AND SCHEDULE OF CONSTRUCTION

A. The work to be performed by the CONTRACTOR under this contract shall

commence immediately after the issuance of NOTICE TO PROCEED from the
GENERAL CONTRACTOR.

B. It is clearly agreed that time is of the essence of this contract, hence, the
construction works shall be completed within a period of _________________
(____) MONTHS or ________________ (____) calendar days.

C. Any extension of time shall be requested by the CONTRACTOR in writing and

shall be authorized and approved by the GENERAL CONTRACTOR in writing.

D. A preliminary punchlist of any deficiencies shall be prepared by the Project

Manager and submitted to the CONTRACTOR FIFTEEN (15) WORKING
DAYS before the date set for completion of the work as stated in ARTICLE VI
(B), taking any consideration any time extension approved in writing by the
GENERAL CONTRACTOR.

E. All items in the preliminary punchlist shall be completed prior to final walk-
through and final punchlisting.

ARTICLE VI. BONDS

A. The CONTRACTOR shall put up a downpayment payment bond, which

amount is equivalent to the downpayment made by the GENERAL
CONTRACTOR.

B. The GENERAL CONTRACTOR may, at its sole option, require the

CONTRACTOR to put up other bonds.

ARTICLE VII. CHANGE ORDERS

A. The OWNER and/or GENERAL CONTRACTOR has the right to make a

change order with the CONTRACTOR, as the need arises.
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 B. The change order, addendum and/or additional works shall be made in writing,
duly signed by the General Manager of the GENERAL CONTRACTOR and
the CONTRACTOR, the particulars of which shall be made in detailed in a
separate document(s) and shall form and made an integral part of this
construction contract.

ARTICLE VIII. RETIFICATION OF DEFECTIVE WORKS

A. This Article VII (Rectification of Defective Works) applies BEFORE turn-over

and acceptance of the works.

B. The CONTRACTOR shall promptly rectify, at its own and exclusive costs
and/or expenses, all defective works upon due notice (either verbally or in
writing) by the GENERAL CONTRACTOR.

A. It is clearly agreed between the parties that there is no extension of time

granted in favor of the CONTRACTOR for the rectification of its defective
works.

B. Any damages of whatsoever nature incurred because of such defective works

shall be solely borne by the CONTRACTOR.

ARTICLE IX. GUARANTEES AND/OR WARRANTIES

A. This Article VIII (Guarantees and/or Warranties) applies AFTER turn-over and
acceptance of the works.

B. The CONTRACTOR guarantees and/or warrants that the completion of the

project herein shall be in accordance with the plans and specifications as
stipulated herein, including all amendments in writing, and shall be done in
accordance with good engineering practice.

C. The CONTRACTOR shall correct the work on any defects of workmanship of

the project at his own cost, promptly within _____________ (___) months
guarantee period from the date of Final acceptance by the OWNER and/or
its/his representative, provided the GENERAL CONTRACTOR and/or
OWNER shall notify the CONTRACTOR in writing of such defects.

ARTICLE X. FORTUITOUS EVENTS

A. The CONTRACTOR shall not be liable for any damage or destruction caused
to the project by fire, typhoon, floods, earthquake, war or rebellion, revolution,
strike, lockout, acts of government authorities / agencies and other events
beyond the control of the CONTRACTOR, unless there is a negligence on the
part of the CONTRACTOR.

ARTICLE XI. INSURANCE

A. The GENERAL CONTRACTOR may opt to insure the construction or project

against the risk stated above (fortuitous events) at the GENERAL
CONTRACTOR’s expense.

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ARTICLE XII. DEFAULT AND/OR DELAY

A. In the event that the CONTRACTOR fails to satisfactorily complete the work or
any portion thereof within the contract time stipulated, including any extension
duly granted, as time is of the essence of this contract, the CONTRACTOR
shall pay the GENERAL CONTRACTOR the amount equivalent to one-tenth
of one percent (1/10 of 1%) of the contract price per calendar day of delay.

B. In case the delay in the completion of the work exceeds a time duration
equivalent to TEN PERCENT (10%) of the specified contract time plus any
time extension duly granted to the CONTRACTOR, the GENERAL
CONTRACTOR may, at its sole option, take over the project or award the
same to another contractor through negotiated contract.

C. The above two (2) provisions shall not apply in case the default or delay is
due to any of the following:

i. Natural disasters such as floods, typhoons (signal no. 3 and up),

earthquakes, fires and other unforeseen causes or fortuitous
events; and

ii. Additive or deductive change orders, together with both price and
allowable time decrease or extension, duly authorized and
approved in writing by the GENERAL CONTRACTOR.

ARTICLE XIII. RELATIONSHIP OF THE PARTIES.

A. This Construction Contract does not establish a joint venture, partnership, or

other type of business entity between the GENERAL CONTRACTOR and the
CONTRACTOR, and in no event shall either party hereto represent to other
persons that a joint venture, partnership, or other type of business entity has
been formed by virtue of this construction contract.

B. The CONTRACTOR and/or any of its agents, representatives or employees

shall have no authority whatsoever to act for and in behalf of the GENERAL
CONTRACTOR.

C. The CONTRACTOR is an independent contractor in accordance with the

provision of Labor Code, as amended, and its implementing Rules and
Regulations.

D. There is no employer-employee relationship between the GENERAL

CONTRACTOR and the CONTRACTOR and the latter’s employees.

E. The CONTRACTOR shall exercise full control and supervision over its
workers, laborers and/or employees.

F. The GENERAL CONTRACTOR has no control over the means and methods
on how the workers, laborers and/or employees of the CONTRACTOR will
perform their jobs or works, except to the results of the work.

G. The CONTRACTOR shall solely pay the salaries and/or wages of its workers,
laborer and/or employees in carrying out its part of this agreement.

H. The control, discipline, supervision and/or administration of the workers,

laborer and/or employees employed by the CONTRACTOR in carrying out its
part of this agreement shall solely belong to the CONTRACTOR.

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 I. The CONTRACTOR affirms that the workers, laborers and/or employees
assigned to the project are its employees and not of the GENERAL
CONTRACTOR and/or OWNER.

J. The CONTRACTOR undertakes to comply with all labor and social legislation,
BIR, SSS, Philhealth, Pag-ibig and other mandated government contributions
to its workers, laborers and/or employees assigned in the project.

K. The GENERAL CONTRACTOR shall be free and harmless from any liability of
whatsoever nature from any claims of third parties arising from the
construction of the project, such as but not limited to wages, compensation for
injury or death of the workers, laborers and/or employees of CONTRACTOR
or third parties, and other social and labor obligations, all of which shall be for
the account of the CONTRACTOR.

ARTICLE XIV. INSPECTION AND ACCEPTANCE OF WORK

A. It is agreed that GENERAL CONTRACTOR must inspect the works within

_____________ (____) WORKING DAYS from the receipt by its authorized
site representatives of a formal Notice of Completion from the CONTRACTOR
and if the work is in accordance with the plans and specifications stipulated,
including any valid revisions, pursuant to the Contract.

B. The GENERAL CONTRACTOR will issue the corresponding Letter of

Acceptance of the works or a letter specifying objections of the works, if any,
within the said period or the extended period as herein stipulated, provided
that, if GENERAL CONTRACTOR fails to inspect the works within the period
of Acceptance of a letter specifying any objection to the corrected or re-done
work or if after the CONTRACTOR has undertaken the corrective works
required, to the satisfaction of GENERAL CONTRACTOR, the GENERAL
CONTRACTOR fails to issue the Letter Of Acceptance within another
______________ (____) WORKINGS period after the receipt of the
CONTRACTOR’s formal notice of completion of the corrective works, then
OWNER shall conclusively be presumed to have issued such Letter of
Acceptance. The ______________ (____) WORKINGS period within which
the GENERAL CONTRACTOR must inspect and issue the Letter of
Acceptance of the works may be extended for such period as maybe
reasonably required by GENERAL CONTRACTOR to complete its inspection
of the works.

ARTICLE XV. TERMINATION

A. The GENERAL CONTRACTOR may pre-terminate this contract in case of

breach, fraud and/or unethical practices on the part of the CONTRACTOR by
giving the latter a written notice indicating the effectivity thereof.

B. In case of pre-termination, all works done by the CONTRACTOR will be paid

by the GENERAL CONTRACTOR less whatever damages and/or valid
deductions.

C. Upon termination of this Agreement, the CONTRACTOR shall pay the

GENERAL CONTRACTOR compensation comprising any additional costs
incurred by latter in completing the work that is over and above the contract
price.

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ARTICLE XVI. ANTI-COLLUSION

A. The CONTRACTOR undertakes that it did not, directly or indirectly, enter into
any combination or arrangement with any person, firm, or corporation, or
enter into any agreement, participate in any collusion, or otherwise take any
action in the restraint of free competition in violation of applicable laws.

B. The CONTRACTOR further certifies that this Construction Contract, or any

claims resulting therefore, is not the result of or affected by any act of
collusion with or any act of another person or persons, firm or corporation
engaged in the same line of business or commerce, and that no person acting
for or employed by GENERAL CONTRACTOR has an interest in or is
concerned with this Contract, and that no persons, firm or corporation, other
than the CONTRACTOR, has or are interested in this Contract.

ARTICLE XVII. NON-WAIVER OF RIGHT

A. The failure of the GENERAL CONTRACTOR to insist upon the strict

performance or compliance of nay of the terms, conditions and stipulations
hereof shall not be deemed a relinquishment or waiver of any right or remedy
available to the GENERAL CONTRACTOR.

B. No waiver by the GENERAL CONTRACTOR shall be deemed to have been

made unless it is made in writing and signed by the General Manager of the
GENERAL CONTRACTOR.

ARTICLE XVIII. AUTHORIZED SIGNATORY

A. The General Manager of the GENERAL CONTRACTOR is the only

authorized signatory that can bind the GENERAL CONTRACTOR in relation
to this Construction Contract.

B. Thus, all documents related to this Construction Contract must bear the
signature of the General Manager of the GENERAL CONTRACTOR.

ARTICLE XIX. COMPLETE AGREEMENT

A. This Construction Contract, including any references made herein, annexes,

attachments and/or change orders, constitutes full and complete agreement
between the parties.

B. No statement, oral or written, made prior or at the signing hereof shall vary,
modify or be used to interpret the written terms and conditions hereof.

C. Titles and headings are for reference purposes only, and are not to be
considered in any construction in this Contract.

ARTICLE XX. VENUE IN CASE OF COURT LITIGATION

A. In case of court litigation, the proper courts of Cebu City shall be exclusive
venue to the exclusion of all other courts similar jurisdiction.

IN WITNESS WHEREOF, the parties have hereunto set their hands this ____
day of _____________________ at Cebu City, Philippines.

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HAMM-ASIA GLOBAL BUILDERS CORP. ________________________
General Contractor Contractor

By: By:

AR. ARNEL GABRIEL WONG _____________________

General Manager ____________

SIGNED IN THE PRESENCE OF:

1. _____________________________ 2. ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU )S.S.

BEFORE ME, a notary public for and in the City of Cebu this ____ day of
_______________, personally appeared the following persons who exhibited to me
their respective valid government identification cards as competent evidences of their
respective identities, to wit:

Names Valid Government I.D.’s

ARNEL GABRIEL WONG

known to me to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is of their own free and voluntary acts and deeds.

This “Construction Contract”, consist of nine (9) pages including this page where
the acknowledgment is written duly acknowledged by the parties and their instrumental
witnesses by affixing their signatures on each and every page of this instrument.

WITNESS MY HAND AND SEAL, the date and place first above-written.

Doc. No. ____

Page No. ____
Book No. ____
Series of 20___.

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