CONSTRUCTION CONTRACT

KNOW ALL BY MEN BY THESE PRESENTS:

This CONTRACT, made and entered into this --- of -------------- in -----------------
------------------- by and Between:

---------------------------------------------------------------------------------------------, a
domestic corporation duly organized and existing under the laws of the Philippines, with
principal office at ----------------------------------------------- hereinafter referred to as the
OWNER and represented herein by its President, -----------------------------------------------
-.

And

--------------------------------------- Filipino of legal age with residence at ------------

--------------------------------------------------. Herein referred to as the CONTRACTOR.

WITHNESSETH:

WHEREAS, the CONTRACTOR has presented and warranted it self as

capable, competent and duly licensed to construct and to complete the aforementioned ---
------------------------------------------------------------------------------------- in accordance
with the basic plans and specifications mentioned in Article 1 hereof

WHEREAS, on the basis of the foregoing representation and warranty of the

CONTRACTOR, the OWNER has accepted the offer of the CONTRACTOR to
construct the aforesaid building.

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

undertaking hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1. SCOPE OF WORK

The CONTRACTOR shall construct, build and complete the Renovation strictly
in accordance with the plans and specification prepared by ARCHITECT herewith
attached as Annexes A & B and made integral parts hereof.

The CONTRACTOR shall furnish all materials, supply all labor, tools,
equipment, temporary facilities, power and water supply, supervision therein and perform
all the work required hereunder, as well as secure all the necessary permits, licenses and
certificates of title.

ARTICLE 2. TIME OF COMPLETION & LIQUIDATED DAMAGES

It is that time is an essential element of this contract and, therefore the building
must be fully complete and ready for occupancy within 90 working days starting on
January 9, 2007 or a day after signing this CONTRACT otherwise, the
CONTRACTOR shall pay the OWNER one-tenth of one percent of the balance of the
work for every day of day as liquidated damages.

For the purpose, it is hereby agreed and understood that the CONTRACTOR
expenses and authorizes the OWNER to deduct amount of such damages from any
monies due or which may become due to the former, without prejudice to the other
methods of recovery. The payment of deduction of such damages shall not relieve the
CONTRACTOR from his obligations to complete the work or from any other of his
obligations and liabilities under this CONTRACT.
It is also agreed that the CONTRACTOR shall endeavor to secure all pertinent permits
within the least possible length of time, which is within 3 weeks; when the plans and
documents needed are turned over to him and/or from the time of signing of the
Agreement.

ARTICLE 3. EXTENSION OF TIME OF COMPLETION

The time of completion of all the works shall only be extended for such period as
may be absolutely necessary, should the be delayed due to the fault of the OWNER, by
any substantial additions or alterations in the work ordered by the OWNER, or his
authorized representative under ARTICLE II, or by force majeure, war rebellion,
epidemics, fires, riots, or acts of the civil or military authorities.

An extension of the time shall be effective only upon therefore made in writing by
the CONTRACTOR and duly approved by the ARCHITECT, in case of additions or
alterations in the work as contemplated in Article II, the written request shall be
presented by the CONTRACTOR for approval with the one week’s time following an
order of change.

ARTICLE 4. CONTRACT PRICE

The OWNER shall pay the CONTRACTOR for the entire performance of the
work herein, in the manner provided below Article 5, the amount of PESOS: TWO
MILLION FIVE HUNDRED SEVENTY NINE THOUSAND EIGHT HUNDRED
SIXTY SIX & ELEVEN CENTS PESOS ONLY (Php 2,579,866.11) Philippine
Currency. The CONTRACTOR, hereto guarantees the construction of the building
herein, the OWNER shall not incur any expenses beyond the said amount except for any
addition or extra work that may be required and authorized in writing by the OWNER.

ARTICLE 5. PROGRESS PAYMENT AND REVOLVING FUNDS

The OWNER shall advance to the CONTRACTOR full 30% of the contract
price or the amount of PESOS: SEVEN HUNDRED SEVENTY THREE
THOUSAND NINE HUNDRED FIFTY NINE & 83/100 PESOS ONLY
(Php773,959.83) Philippine Currency, as revolving fund for the construction payable
upon signing of this Contract.

The OWNER shall pay the CONTRACTOR the balance of 70% or the amount
of PESOS: ONE MILLION EIGHT HUNDRED FIVE THOUSAND NINE
HUNDRED SIX & 28/100 PESOS ONLY (Php1,805,906.28) payable in proportion to
the percentage of accomplishment starting on the week immediately after full payment of
the 1st down payment.

The acceptance or work from the time to time shall not be considered a final
acceptance of the work under this Contract.

ARTICLE 6. ACCEPTANCE AND FINAL PAYMENTS

Upon receipt of written notice from the CONTRACTOR that the work is ready
for final inspection and acceptance, the ARCHITECT shall promptly make such
inspection, and if found the work acceptable under the contract and that contract is fully
performed, he shall promptly issue a final Certificate of Acceptance over his own
signature, starting that the work provided for in this Contract has been completed and is
accepted by him under the terms and conditions thereof, and that the entire balance found
to be due to the CONTRACTOR and noted in said certificate is due and payable.
 Before issuance of final certificate, the CONTRACTOR shall submit evidence
satisfactory to the ARCHITECT and the OWNER that all payrolls, materials, bills,
other indebtedness connected with the work have been fully paid, and upon submission of
the following documents.

1. Original copies of all building permits and other permits related to

construction and / or installation.
2. Copies or revised building plans duly approved by the Building Official’s
Office.
3. Original copy of Certificate of Occupancy issued by the building Official’s
Office.
4. As-Built Plans.
5. Building and equipment Operating Manual and Instructions.
6. Building Maintenance guidelines.

ARTICLE 7. THE CONTRACT DOCUMENTS.

The PROJECT shall be constructed and the work performed in accordance with
the Plans ( Annex “A” ). The Detailed Scope of Work and Specifications ( Annex “B” )
attached hereto and made integral parts hereof.

Any item mentioned in the Plans or the Detailed Specifications, and not included
in the other shall be deemed included in both and covered by this Agreement. In case of
doubt or conflict between any or some of the items or provisions in the Plans, detailed
Specifications ( Annexes “A” and “B” ) and / or this Agreement, a liberal interpretation
shall be adopted for the benefit and in favor of the OWNER.

The Construction Plans, consisting of the following as prepared by the

CONTRACTOR marked as Annex “A”.

1. Architectural Plans.
2. Structural Plans.
3. Plumbing Plans.
4. Electrical Plans.
5. Fire Protection Plans.

The CONTRACTOR shall make no change or alteration on the Plans and

General Specifications, without the prior written approval of the OWNER and the
OWNER’S representative. A mere act of tolerance shall not constitute approval.

ARCTICLE 8. DEFECTIVE WORK AND MATERIALS

Defective work shall be made good, and unsuitable materials shall be rejected
nothwithstanding that such and materials have been overlooked by the OWNER’s
ARCHITECT and accepted or estimated for payment. If the work or any part thereof
shall be found defective at any time before the final acceptance of the whole work, the
CONTRACTOR shall forthwith made good such defect in the manner satisfactory to the
OWNER. If any material bought on the ground for use in work or selected for and not in
conformity with the Specifications, the CONTRACTOR shall forthwith remove such
materials from the vicinity of the work and any materials furnished which are damaged or
rendered defective by the handling or improper installation by the CONTRACTOR, his
agents or employees, shall be made good and replaced at the CONTRACTOR’s
expenses which is hereby incorporated as part of this Contract.

Any part of the work that has been done and is of the quality required shall be
turn down or removed immediately and rebuilt in accordance with the requirements or
the plans and specifications. Should be CONTRACTOR neglect or delay the execution
of faulty works, the OWNER, may after TEN (10) Days notice to the CONTRACTOR
and without prejudice to any other remedy, employ and pay other persons to make good
such deficiencies and all expenses consequent thereon or incidental thereto shall be
deducted from any monies due or which any become due to the CONTRACTOR.

ARTICLE 9. THIRD PARTY LIABILITY

The OWNER shall be held free and harmless from any liability arising from
claims of the third parties arising from the construction, such as but not limited to wages,
overtime pay, compensation for injury or death of laborers and employees of
CONTRACTOR or third parties, SSS premium, , medicare, living allowances, 13th
month bonuses, and other social and labor obligations, all of which shall be for the
account of the CONTRACTOR.
That the OWNER shall not be held liable for any which might incur-any third
party arising from supplier of materials, labor or services rendered for the PROJECT.
Compliance with the laws, the CONTRATOR shall comply all the laws, local or
national. With the city or municipal ordinances and with all government regulations in so
far they are binding upon or affect the parties thereto, the work, or those engaged thereon.
The CONTRACTOR shall keep the OWNER indemnified against all penalties and
liability of every kind for breach of any laws, ordinances or regulations.

In the event of any such claims, the OWNER may withhold final payment to the
CONTRACTOR.

ARTICLE 10. CHANGES AND ADDITIONS.

If the OWNER shall written order sighed by the OWNER’s representative and
OWNER, require any deviation form the Plans and Specifications or require that any
work described in the Plans and Specifications be omitted, then the CONTRACTOR
will carry out such requirements of the OWNER and shall perform the additional work in
a satisfactory and workmanlike manner to the satisfaction of the ARCHITECT within
the time prescribed, who shall certify that such damages are in accordance with approved
prices. The amount so ascertained by the ARCHITECT shall be deducted or added,
whichever the case may be, from the Contract Price, and shall be executed under the
conditions hereof and of the Contract Documents.

ARTICLE 11. SAFEGUARDS

The CONTRACTOR shall provide safeguards and other facilities for the
protection of the OWNER, ARCHITECT and the general public. The CONTRATOR
shall be responsible for, and indemnify and save harmless, the OWNER and the
ARCHITECT from and against all losses, expenses, judgements, court costs, attorney’s
fees, demands, payment suits, actions, recoveries, decrees, executions and claims of
every nature and description brought and / or recovered against the CONTRACTOR or
the OWNER, by reasons of any builder, agents, servants, laborers or employees hired by
him. The CONTRACTOR shall be responsible for, and shall bear all costs and
expenses, caused bye losses, damages, to fire and injuries ( including death at time
resulting therefrom ) accidentally sustained by any person or persons and for injury or
damages to property, arising out of, in connection with the execution of the work covered
but his Contract. The CONTRACTOR undertakes to obtain and maintain such
insurance against aforementioned risk as with a Bonding & Surety Company, and in such
amount and from as shall acceptable to the OWNER, and to furnish proof thereof to the
matter not later than FIVE (5) Days after signing of the CONTRACT.
ARTICLE 12. GUARANTEE AFTER COMPLETION;

The CONTRACTOR shall guarantee all works after completion of the

PROJECT until ONE (1) YEAR from the date of final acceptance. All defects within
said guaranteed period shall be replaced and made good by the CONTRACTOR at his
own expense. However, defects caused by wear ant tear, force, majeure, international or
accidental breakage shall not be included in this guarantee.

And if the CONTRACTOR fails to act within TEN (10) CALENDAR DAYS
upon request of the notice to rectify the defects in materials and labor employed, the
ARCHITECT or the OWNER may, at his discretion, have the work done by another
CONTRACTOR, and charge all expenditures to the former CONTRACTOR.

However, nothing is this section shall in any way affect or relieve the
CONTRACT of his responsibility to the correctness as stability of the entire
construction.

IN WITHNESS WHEROF, the parties hereto, through their respective duly

authorized representatives, have hereunto set their hands on the date and place first above
mentioned.

By:

_________________________________ __________________________

President Contractor

SIGNED IN THE PRESENCE OF:

____________________________ ______________________________

____________________________ ______________________________