CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease made and executed this ____ day of ___________ at
____________________, by and between:

_________________________, a corporation duly organized and

existing under and by virtue of the laws of the Philippines, with office
address at __________________________________________________
____________________________________________________________
__ represented herein by its _________, _______________________,
hereinafter referred to as the "LESSOR";

- and -

OGURA TRADING CO., LTD., a corporation duly organized

and existing under and by virtue of the laws of the Philippines, and with
address at ______________________________________________,
represented herein by its duly authorized Corporate Secretary,
_______________________, hereinafter referred to as the "LESSEE".

WITNESSETH: That -

WHEREAS, the LESSOR is the absolute owner of a residential condominium

unit known and identified as Unit No. ____ of the Asia Tower Condominium, located at
Paseo de Roxas corner Benavidez Street., Legaspi Village, Makati City, Metro Manila,
with telephone and with parking slot no. _____ located at the _______________ of the
same condominium (hereinafter referred to as the "Leased Premises");

WHEREAS, the LESSOR has agreed to lease to the LESSEE the Lease Premises,
inclusive of the one (1) car park slot no. ___ and furnishing as enumerated in the
attached Annex "A" hereof which also forms an integral part of this contract, under the
terms and conditions acceptable to both parties.

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

obligations hereinafter contained and to be performed as well as the rents to be paid, the
parties hereto have agreed as follows:

1. TERM - This Contract of Lease (hereinafter, the "Contract") shall be for

a period of _____ (_) years, commencing on __________________ and ending on
__________________, renewable upon its expiration subject to the terms and conditions
to be mutually agreed upon by both parties. Upon mutual consent, this Contract may be
terminated on a sixty (60) calendar day written notice given to each other. In case the
LESSEE elects to renew the contract upon its expiration on __________, the LESSEE
will inform the LESSOR by written notice two (2) months prior to expiration.
 Should there be any law or any future laws to be approved which will prohibit the
LESSEE from operating in the Leased Premises, the LESSEE shall have the right to
terminate this Contract upon thirty (30) days written notice.

2. RENTAL - The parties herein agree that monthly rental of the Leased
Premises shall be as follows:

________________ to ________________ - _________ per month

________________ to ________________ - _________ per month
________________ to ________________ - _________ per month

to be paid by the LESSEE at the office of the LESSOR on or before the ____ (_th) day
of each calendar month.

In case of default in the payment of rentals, when the same become due and
payable, the amount owing shall bear interest at the rate of three percent (3%) per month
from the date of default until fully paid.

3. DEPOSIT - The LESSEE shall, upon signing of this Contract, pay to the
LESSOR an amount equivalent to two (2) monthly rentals, which amount shall constitute
a deposit to be held and applied by the LESSOR to answer for any and all damages to the
Leased Premises due to the fault of the LESSEE. The deposit shall be refundable to the
LESSEE within sixty (60) days from the expiration of the Term and after the LESSEE
shall have vacated the Leased Premises, less (i) the amount of any damage to the Leased
Premises due to the fault of the LESSEE and (ii) all other amounts that may be payable
by the LESSEE to the LESSOR under this Contract.

The LESSEE shall likewise, upon signing of this Contract, pay to the LESSOR
an amount equivalent to two (2) monthly rentals which shall be applied to the last two
(2) months of the Term.

4. IMPROVEMENTS, ALTERATIONS AND REPAIRS - Ordinary

repairs and maintenance will be for the account of the LESSEE.

All alterations made on the premises shall have the prior written approval of the
LESSOR, which approval shall not be unreasonably withheld, and shall be at the expense
of the LESSEE.

All fixed improvements, on the Leased Premises which cannot be removed

without causing irreparable damage or injury to the Leased Premises shall become the
property of the LESSOR at the termination of this Contract.

5. USE OF THE LEASED PREMISES - The LESSEE shall use the

Leased Premises for the purpose of ________________
______________________________ and maintaining an office space, and the LESSEE
shall comply with all laws, rules, regulations and ordinances required by all
governmental authorities applicable to the use of the Leased Premises.

Use of the Leased Premises by the LESSEE for the purpose other than stated
herein shall give the LESSOR cause to terminate this Contract.
 6. PROHIBITION TO SUB-LEASE THE LEASED PREMISES -
During the term of this Contract, the LESSEE is not allowed to sub-lease the Leased
Premises without the prior approval of the LESSOR.

7. UTILITY CHARGES AND OTHER DUES - The LESSEE shall pay

for security, electricity, water, gas, telephone services, and such other utility services as
its operations may require.

8. BINDING EFFECT - This Contract shall be binding not only upon the
parties hereto but also their respective successors and assigns, the LESSOR expressly
agreeing that in case the Leased Premises is sold other than to the LESSEE, it shall make
the necessary provisions to the effect that the new owner shall recognize and respect this
Contract.

9. BREACH OF CONTRACT - This Contract may be terminated as

follows:

a. By written agreement of the parties.

b. By either party, in case of failure for any reason on the part of one of the
parties ("defaulting party") to discharge competently and faithfully its obligations and
responsibilities under this Contract and such failure is in the opinion of non-defaulting
party, not remediable, or if remediable, shall remain unremedied for a period of more
than fourteen (14) days. Upon such failure, non-defaulting party may then notify
defaulting party accordingly. Should the latter refuse or fail to present satisfactory proof
to the contrary within five (5) days from its receipt of such notice from non-defaulting
party, the latter shall have the right to immediately terminate this Contract, without
prejudice to any action which it may institute for damages it has suffered thereby.

c. If after five (5) days' notice has been given to the LESSEE of the
termination or cancellation of this Contract on account of the LESSEE's failure to pay
the rent, and the LESSEE fails to comply with the LESSOR's demand for the return of
the possession of the Leased Premises and the payment of the LESSEE's accrued
obligations pursuant to the provisions of this Contract, the LESSEE hereby empowers the
LESSOR and/or its authorized representative to open, enter, occupy, padlock, secure,
enclose, fence and/or discontinue public utilities and otherwise take full and complete
physical possession and control of the Leased Premises without resorting to court action;
to take inventory and possession of whatever equipment, furniture, articles, merchandise
or appliances that may be found therein belonging to the LESSEE, its agents and
unauthorized sublessees and/or to any other persons as security for the payment of the
LESSEE's obligations under this Contract; and to place them in a secured warehouse for
safekeeping, charging to the LESSEE the corresponding storage fees therefor, and in
case the LESSEE or the other owners thereof fail to claim said equipment, furniture,
articles, merchandise or appliances from storage and liquidate any liability to the
LESSOR within sixty (60) days from the date the LESSOR takes possession of the
Leased Premises or of the LESSEE's personal properties, to dispose of said properties in
a public sale and to apply the proceeds thereof to whatever liability and/or indebtedness
the LESSEE may have to the LESSOR, plus reasonable expenses for the sale including
storage fees, and the balance, if any, shall be turned over to the LESSEE.
 The LESSEE agrees to pay the LESSOR Ten Thousand Pesos (P10,000.00) per
day of delay in vacating the Leased Premises, which amount shall become due and
demandable starting from the date indicated in the notice to the LESSEE to vacate the
Leased Premises.

10. PREFERRED LIEN - It is expressly agreed that the unpaid charges

payable by the LESSEE to the LESSOR for one (1) year under this Contract shall
constitute a preferred lien on all the personal properties of the LESSEE existing in the
Leased Premises in accordance with Articles 2241 and 2243 of the Civil Code of the
Philippines. For this purpose, the LESSOR is hereby authorized to prevent the removal
of said properties from the Leased Premises, or demand their return from any possessor
should they have been removed without the prior written consent of the LESSOR.

11. RIGHT OF ENTRY - The LESSOR or his authorized representative

shall have the right to enter the Leased Premises at any reasonable hour of the day and
with prior notice to the LESSEE, provided the LESSEE's business will not be
interrupted, to show the Leased Premises to prospective lessees, insurance agents, and/or
prospective buyers. It is understood, however, that the examination of the Leased
Premises by prospective lessees and/or prospective buyers may be conducted during the
ninety (90)-day period prior to the expiration of the Term of this Contract.

In cases of emergency such as when there is fire, if the LESSEE or his authorized
representative shall not be personally present to open and permit entry into the Leased
Premises, the LESSOR or its agents may enter the Leased Premises without rendering the
LESSOR or its agents liable therefor and without in any manner affecting the obligations
and covenants of this Contract. The LESSOR shall exert reasonable efforts to minimize
the damage to the LESSEE of such entry.

12. RETURN OF LEASED PREMISES - At the close of business hours of

termination or expiration date of the term of this Contract, or its renewal or extension,
the LESSEE shall peacefully and voluntarily vacate the Leased Premises and restore
possession thereof to the LESSOR, including the keys pertaining thereto, in as good,
clean and tenantable condition as at the time of delivery to the LESSEE, ordinary wear
and tear excepted, devoid of all occupants, tenants, equipment furniture, articles,
merchandise and effects of any kind other than alterations, additions or improvements
which pertain to the LESSOR.

13. EXTRAORDINARY INFLATION - In case an extraordinary inflation

or deflation of the Philippine peso should supervene during the Term of the Contract, the
LESSOR shall be authorized to adjust the monthly rental accordingly. Extraordinary
inflation or deflation shall be conclusively presumed to have supervened if the exchange
rate of the Philippine peso to the U.S. dollar should change by more than twenty percent
(20%) during any twelve (12) month period.

14. LEGAL CONTROVERSY - Any legal action or controversy to enforce

the performance of or to interpret the rights of the parties under this Contract or any
action arising out of or necessarily connected with the provisions of this Contract, shall
be exclusively filed in the courts of Parañaque.
 15. PENDENCY OF ACTION - LESSEE hereby agrees and binds itself
not to deprive the LESSOR or preclude the latter from exercising its rights under this
Contract notwithstanding the filing and/or pendency of any action in court brought by or
against the LESSOR, even without previous judicial authority and without prejudice to
the final decision of the court on the matter.

16. PENALTY CLAUSE - Should the LESSOR be compelled to seek

judicial relief against the LESSEE for the return of the Leased Premises, or find it
necessary to take possession of the Leased Premises because of the LESSEE's breach of
this Contract, the LESSEE, shall, in addition to any other damages that may be awarded
to the LESSOR, pay the LESSOR an amount equivalent to Twenty Percent (20%) of the
amount due to the LESSOR, but in no case shall it be less than P5,000.00 as and by way
of liquidated damages.

17. NON-WAIVER - The failure of the LESSOR to insist upon the strict
compliance by the LESSEE of the terms, covenants and conditions of this Contract shall
not be deemed a relinquishment or waiver of any right or remedy that the LESSOR may
have, nor shall it be construed as waiver of any subsequent breach or default of the terms
and conditions hereof, which terms, covenants and conditions shall continue to be in full
force and effect. No waiver by the LESSOR or any of its rights under this Contract shall
be deemed to have been made unless the same is expressed in writing signed by the
LESSOR and duly notarized by a Notary Public.

18. FORCE MAJEURE - Neither party shall be responsible nor liable for
nor deemed in breach hereof because of delay in the performance of their respective
obligations hereunder solely because of circumstances beyond the reasonable control of
any party experiencing such delay, including but not limited to acts of God, fire and
accidents, strikes or other labor difficulties, war, riots, requirements, actions, or failure to
act on the part of Governmental authorities preventing performance, inability, despite
due diligence, to obtain required licenses, and earthquake.

The party invoking force majeure shall:

a) Notify the other party as soon as possible about the nature of the force
majeure and the extent to which the force majeure would suspend the affected party's
obligations; and

b) Resume performance of its obligations as soon as possible after the force

majeure condition ceases.

If any condition of force majeure delays any party's performance for a period
greater than thirty (30) days, the Parties shall meet to discuss arrangements to recover
and/or minimize losses of either party resulting from force majeure.

19. STRIKES AND LOCKOUTS - In the event of a strike, lockout, picket

or any other labor dispute involving the employees of any other tenant or involving the
LESSOR's employees, the LESSOR shall take all possible legal steps in order to prevent
or minimize the effects of such labor dispute on the business operations of its tenants.
 20. COMPLETE AGREEMENT - This Contract constitutes and embodies
the entire and complete agreement between the parties herein and no other terms and
conditions, verbal or otherwise, not herein expressly contained, shall affect, change,
modify, or in any other manner alter the provisions herein agreed upon unless such
change, modification, addition or alteration is/are expressly stipulated in writing and duly
signed by both parties to the agreement.

The foregoing terms, covenants, conditions, restrictions and prohibitions shall be

valid and until the expiration of the Contract, its renewal or extension, subject, however,
to amendments whenever necessary in order to conform with the intention of the parties
to this Contract as well as with the laws, rules, regulations and ordinances governing use
and occupancy of the Leased Premises.

21. RECEIPT OF COPY OF CONTRACT - That, finally, the LESSEE,

or its representative hereby certifies that he/she has read or caused to be read to
him/her/it the provisions of the foregoing agreement, receipt of a signed copy of which is
hereby acknowledged by the LESSEE, or its representative and that he/she has fully
understood the same.

IN ATTESTATION OF THE ABOVE, the parties have hereunto set their hands
on ___________________ at ____________________.

_________________________ OGURA TRADING CORP., LTD.

(LESSOR) (LESSEE)

By: By:

______________ __________________
_______ ________

SIGNED IN THE PRESENCE OF:

__________________________ __________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ____ day of
__________________, 1997, personally appeared:

NAME COM. TAX CERT. NO. DATE/PLACE ISSUED

_____________________
_____________________

Ogura Trading Co., Ltd.

___________________

known to me and to me known to be the same persons who executed the

foregoing instrument consisting of eight (8) pages and they acknowledged to me that the
same is their free and voluntary act and deed and that of the corporations duly
represented herein.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first
above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2001

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