CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS

This Contract of Lease, executed by and between:

ESPERANZA BAENTO BAGUINO, of legal age, widow, Filipino, and resident of No.
88 Road 20, Project 8, Quezon City, Metro Manila, hereinafter referred to as the “LESSOR”;

-and-

GOLDEN POINT AUTO CARE, INC., a corporation duly organized and existing with
postal address at 1166 Chino Roces corner Estrella Ave., Makati City, Metro Manila, represented
by its General Manager (GM), MR. RENE K. LIMCAOCO, respectively, hereinafter referred to
as the “LESSEE”.

WITHNESSETH: That –

WHEREAS, the LESSOR is the owner of the LOT (285.00 sq.m.) defined as the Semi-
Commercial Space, located at 119 Visayas Extension, Quezon City, Metro Manila;

WHEREAS, the LESSEE agrees to rent the said premises under the following terms and
conditions, to wit:

1. TERM – This Contract shall be for a period of five (5) years commencing on January 01,
2010 to December 31, 2014 and maybe extended for another term upon mutually agreed by
both parties. The LESSEE may serve a request for renewal to the LESSOR sixty (60) days
prior to the expiration of the term of this lease, provided that the LESSOR upon whom such
notice is served shall not be obliged to agree to the renewal of the lease.

2. RENT – The LESSEE shall pay the LESSOR a monthly rental in the following schedule of
rates:

2.1 THIRTY FIVE THOUSAND PESOS (PHP35,000.00) Philippine Currency starting on

January 01, 2009 up to December 31, 2011;
2.2 THIRTY SEVEN THOUSAND FOUR HUNDRED FIFTY PESOS (PHP37,450.00)
Philippine Currency with an escalation rate of 7% for the third (3rd) year (January 01,
2012 up to December 31, 2012) of this Contract of Lease.
2.3 FORTY THOUSAND SEVENTY ONE PESOS & 50/100 CENTAVOS
(PHP40,0710.50)) Philippine Currency with an escalation rate of 7% for the fourth (4 th)
year (January 01, 2013 up to December 31, 2013) of this Contract of Lease and;
2.4 FORTY TWO THOUSAND EIGHT HUNDRED SEVENTY SIX PESOS & 51/100
CENTAVOS (PHP42,876.51) Philippine Currency with an escalation rate of 7% for the
fifth (5th) year (January 01, 2014 up to December 31, 2014) of this Contract of Lease.

Upon signing of this Contract of Lease, the LESSEE shall make a deposit equivalent to four
(4) months rental amounting to ONE HUNDRED FIFTY THOUSAND PESOS
(PHP150,000.00), Philippine Currency. The three (3) months equivalent rental amounting to
ONE HUNDRED FIVE THOUSAND PESOS (PHP105,000.00) Philippine Currency shall
apply as the security deposit. While, the other one (1) month equivalent rental amounting to
THIRTY FIVE THOUSAND PESOS (PHP35,000.00) Philippine Currency shall apply as
the advance rental covering the first (1st) one (1) month (January 01, 2010 to January 31,
2010) of this Contract of Lease.

The LESSEE shall likewise simultaneously issue and deliver eleven (11) postdated checks
which shall represent the succeeding monthly rentals (February 01, 2010 to December 01,
2010) for the first (1st) year and another sets of twelve (12) postdated checks for the
succeeding years until the end of the fifth (5th) year lease contract on December 31, 2014.
Each monthly payment shall be dated every first (1st) of the current month in every
postdated checks to be issued by the LESSEE. Bouncing of anyone of these checks shall be a
ground for ejectment and a violation of this Contract and shall entitle the LESSOR to collect
Two Thousand Five Hundred Pesos (PHP2,500.00) penalty plus Five Hundred Pesos
(PHP500.00) for every delay until full payment will be made.

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 In case an extraordinary inflation of the Philippine Pesos should supervene during the term of
this Contract, the LESSOR shall be authorized to adjust the rental accordingly. Likewise,
Expanded Value Added Tax (EVAT) and any other New Tax System that may be pursued by
the Government during the effectivity of this Contract shall be for the account of the
LESSEE;

In the event the LESSEE shall surrender the Semi-Commercial Space prior to the expiration
of the term of this Contract, the LESSEE shall have no right to demand the return or
reimbursement of the rent or rental deposit or any part thereof already paid to the LESSOR
pursuant to this Contract or upon descretion by the LESSOR.

3. SECURITY DEPOSIT – The LESSOR hereby acknowledge receipt of the sum equivalent
to three (3) months’ rentals, which LESSOR shall retain as security deposit for the faithful
performance of each and every term, provision, covenant and condition of this contract. In no
event shall the LESSOR be obliged to apply the deposits to rentals and other charges in
arrears or to damages for the failure by LESSEE to perform any of the terms, provisions,
covenants and conditions of this Contract.

The security deposit shall be returned to the LESSEE, without any interest, within thirty (30)
working days after the expiration of this Contract, but only after the LESSEE shall have
completely and satisfactorily vacated and delivered the Semi-Commercial Space to LESSOR,
less whatever amounts LESSEE may owe the LESSOR.

In the event the LESSEE pre-terminate this Contract before the expiration date for whatever
reason, the security deposit shall be automatically forfeited by the LESSOR or upon the
descretion by the LESSOR. It is hereby agreed that the LESSEE liability for any breach of
this contract or for any obligation for the Semi-Commercial Space shall not be limited to the
amount of the security deposits.

4. USE OF THE SEMI-COMMERCIAL SPACE – The Semi-Commercial Space shall be

leased for the specific purpose such as LESSEE’s office, warehouse, show room, motor pool,
fabricating shop, and/or other purposes related to the business of the LESSEE which shall be
deemed beneficial for the improvement of the SEMI-COMMERCIAL SPACE.

5. ALTERATIONS, ADDITIONS AND IMPROVEMENTS – The LESSEE shall not make

any alteration, addition and/or improvements in or upon the Semi-Commercial Space without
the prior written consent of the LESSOR; provided however, that all such alterations,
additions and/or improvement/s made by the LESSEE in or upon the Semi-Commercial
Space are in accordance with Section 4 of this Contract of Lease. All such work shall be done
subject to the rules and regulations and laws of the appropriate Government agencies.

Any injury or damage cause or done by LESSEE shall be repaired/replace by the LESSEE.

Likewise, in case of the expiration or termination of this Contract of Lease, all or any
improvement in the Semi-Commercial Space that is not movable shall become the property
of the LESSOR.

6. CARE OF THE SEMI-COMMERCIAL SPACE – The LESSEE shall, at his sole expense,
maintain the Semi-Commercial Space in a clean and sanitary condition following the laws of
the concerned Government agencies, upon termination or expiration of this Contact of Lease,
wear and tear excepted. Any injury or damage cause or done by LESSEE shall be
repaired/replace by the LESSEE.

LESSEE must notify the LESSOR immediately of any damages to the Semi-Commercial
Space or its appurtenances as well as any occupation, insurpation or untoward act being
committed or threatened to be committed upon the Semi-Commercial Space.

LESSEE shall further maintain the Semi-Commercial Space a clean and sanitary condition.
LESSEE shall utilize plastic bags for the disposal of both dry and wet garbage by the
authorized garbage collectors.

7. SUBLEASE OR TRANSFER OF RIGHTS – The LESSEE shall not, without the prior
written consent of the LESSOR assigns or transfer its rights in this contract nor sublease or
sublet all or any part of the Semi-Commercial Space and no right, title or interest thereto or

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 therein shall be conferred on or vested in anyone other than LESSEE/s without such written
consent.

It is expressly understood that LESSEE has no goodwill or patronage rights over the Semi-
Commercial Space, which such rights belong exclusively to LESSOR, being the owner of the
Semi-Commercial Space which form part of the whole lot; and that LESSEE may not sell or
dispose of the said goodwill or patronage rights to any persons.

8. EXAMINATION OF THE SEMI-COMMERCIAL SPACE – The LESSOR or its

authorized agent/representative/s shall without prior notice to the LESSEE, have the right to
enter the Semi-Commercial Space at any time to examine the same which LESSOR may
deem necessary for the operation and maintenance of the Semi-Commercial Space or its
installations.

9. DAMAGE TO THE SEMI-COMMERCIAL SPACE AND ITS APPURTENANCES –

In case the Semi-Commercial Space and its appurtenances or the improvements thereon are
damaged or destroyed, whether partially or entirely, by any cause not covered by insurance,
LESSEE shall repair/replace, restore or reconstruct or cause to be repaired, restored or
reconstructed said damaged or destroyed Semi-Commercial Space and appurtenances or
improvements in such manner that after such repair, restoration or reconstruction, the
condition thereof shall be at least equal to their condition immediately prior to such damage
or destruction. The failure of LESSEE to commence such repair, replacement, restoration or
reconstruction within thirty (30) calendar days to the occurrence of such damage or
destruction and to complete said repairs, restoration or reconstruction within a reasonable
period shall be deemed a material breach of this Contract which shall entitle the LESSOR to
terminate this Contract unilaterally.

10. DISTURBANCE IN POSSESSION – Disturbance (such as trouble or riot inside or within

the premises of the Semi-Commercial Space which belongs to the LESSEE’s control,
excluding third parties involved not belonging to LESSOR or LESSEE) or discontinuance of
the possession of the Semi-Commercial Space by LESSEE due to cause beyond the control of
the LESSOR and not attributable to LESSOR’s fault shall confer no right of any kind
whatsoever upon LESSEE against LESSOR.

11. UTILITIES – LESSEE shall pay for all its utility services (such as actual consumption of
water, electricity, as well as telephone services or other utilities) consumed within the Semi-
Commercial Space.

12. LIABILITY FOR SUITS – The LESSEE shall indemnify and hold LESSOR harmless
against all action suits, damages and claims by whatsoever if ever found out that it is really
the fault of the LESSEE itself for the reason of non-observance or non-performance of any of
the rules, regulations, ordinance or laws referred to all concerned Government agencies and
bureaus.

13. INJURY OR DAMAGE – LESSEE hereby assumes full responsibility for any and all
damages which may be caused to the persons or property and third persons while remaining
either casually or in business in any part of the Semi-Commercial Space, provided however
the LESSEE has the right not to accept anyone whomsoever if ever found out that they are
not following the rules and regulations governed and set standard by the LESSEE to ensure
that the safety of all concerned both LESSOR and LESSEE and any third party involved.

LESSOR shall not be liable or responsible for:

a. The presence of bugs, vermin, ants, termites or any other insects or pests in the Semi-
Commercial Space;
b. The interruption or failure of water supply and/or electric current in the Semi-
Commercial Space;
c. Any article delivered to left with any of LESSOR’s agents and/or employees for as long
as both parties are not violating the law of all concerned Government bureaus and
agencies;
d. Any injuries, loss or damage which LESSEE, employees, customers or guests might
sustain in the Semi-Commercial Space due or any cause whatsoever for as long as all
parties involved and even third parties followed the rules and regulations as set standard
for the safety of the Semi-Commercial Space and all person involved while inside or
within the premises of the Semi-Commercial Space. LESSEE has the right not to
entertain or allowed any person to enter the premises without following the rules,
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 regulations and safety standard while inside or within the premises of the Semi-
Commercial Space;
e. Any damage done occasioned by or arising from gas and water pipes and all such other
kinds of plumbing, or the bursting, leaking or destruction of any cristern, tank, wash
stand, water closet, waste pipe, or drainage or downspout failure in, above, upon or about
the Semi-Commercial Space;
f. Any all damages arising from acts of negligence of LESSEE, employees, agents,
customers and guests or any and all persons; and
g. Any damage done or occasioned by or arising from any breakdown or mechanical failure
of any and all installations and facilities in the Semi-Commercial Space.

14. TAXES – LESSEE shall be liable and shall pay for all taxes (Withholding Tax for the lease,
EVAT & New Tax System which may be enforced by the Government), assessments,
charges, rates or liens of any nature whatsoever that may, for the duration of the term of this
Contract, be levied, assessed, charge, impose, or claimed on or against any improvements or
fixtures in the Semi-Commercial Space.

15. ABANDONMENT OF THE SEMI-COMMERCIAL SPACE – If, during the term of this
Contract, the Semi-Commercial Space shall be deserted remain unoccupied for a continuous
period of fifteen (15) days, the LESSOR shall have the right to enter the Semi-Commercial
Space as agent of LESSEE after giving the LESSEE seven (7) days prior written notice
thereof at its address as stipulated in page number one (1) of this Contract of Lease. At its
option, LESSOR may then lease out the Semi-Commercial Space, without notice to LESSEE,
to any such party and under such terms as it may decide. LESSOR shall also have the right to
retain properties found in the Semi-Commercial Space as security for the payment of
LESSEE’s obligations under this Contract, which properties LESSOR may dispose of at
public auction. The proceeds of such auction shall be applied to all obligations of LESSEE,
without prejudice to the right of the LESSOR to collect the deficiency, if any, from LESSEE.
Any excess shall be turned over to LESSEE/s that is entitled thereof, or placed on deposit, if
necessary. Such abandonment shall also give the LESSOR the option to cancel or terminate
the Contract unilaterally.

16. INTEREST AND PENALTY FOR LATE PAYMENT – Without prejudice to the exercise
by LESSOR of its right under any of the provisions herein contained, LESSEE shall pay to
LESSOR interest on any amount herein provided to be paid by LESSEE that is not paid on
time at the rate of TWO PERCENT (2%) per month, or at the maximum prevailing interest
rate allowed by law or set by Semi-Commercial practice to be determined solely by LESSOR
at the time the obligation is due, whichever is higher, to be computed from the date of
delinquency until paid in full.

In addition to the preceding interest charges, all arrears shall be subject to a penalty
equivalent to THREE PERCENT (3%) of the total amount payable to LESSOR, inclusive of
interest, to be computed from the date of delinquency until fully paid.

The preceding interest and penalty charges shall apply to any and all arrears in the amount
herein provided to be paid by LESSEE to LESSOR by virtue of this Contract of Lease,
including, but not limited to, LESSEE’s share in the taxes, assessments, reimbursements and
charges for public service and utilities.

In the fulfillment of obligation involving the payment of money, as well as its obligation
under this Contract, LESSEE without prejudice to the imposition of the interest charges and
penalties mentioned above, is hereby given a grace period of thirty (30) days from the due
date thereof within which to make good the breach or default, after which period the
LESSOR may without incurring any liability or obligation thereof with or without court
order/judgment, cut-off services and utilities including but not limited to supply of water of
the leased premises, padlock the Semi-Commercial Space, and exercise its absolute right to
terminate and cancel this Contract of Lease for breach or non-performance of its essential
conditions.

17. BREACH AND DEFAULT – LESSEE hereby expressly agrees that all terms, provisions
and agreements herein contained shall be deemed conditions as well as covenants and that if
default or breach be made of any such covenants and conditions then this Contract, at the
discretion of LESSOR, may be terminated and canceled forthwith and LESSEE shall be
liable for any and all damages, actual and consequential, resulting from such default or
breach.

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 If after due notice has been given to LESSEE of the termination or cancellation of this
Contract on account of LESSEE’s failure to pay the rent, LESSEE fails to comply with
LESSOR’s demand for the return of the possession of the Semi-Commercial Space and the
payment of LESSEE’s accrued obligations pursuant to the provisions of this Contract,
LESSEE hereby empowers LESSOR and/or its authorized representatives 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 Semi-Commercial Space without
resulting to court action (with or without court order/judgment), make inventory and
possession of whatever equipment, furniture, articles, merchandise or appliances that may be
found therein belonging to LESSEE, employees, unauthorized sublease and/or to any other
persons as security for the payment of LESSEE’s obligations under this Contract; and to
place them in any warehouse for safekeeping, charging to LESSEE the corresponding storage
fees thereof, and in case LESSEE or the other owners thereof fail to claim said equipment/s,
furniture, articles, merchandise or appliances from storage and liquidated any liability to
LESSOR within thirty (30) days from the date LESSOR takes possession of the Semi-
Commercial Space or of 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,
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 LESSEE. For the purpose of this
provision and other pertinent provisions in this Contract, LESSEE hereby NAME, APPOINT
and CONSTITUTE the LESSOR and her authorized representatives as LESSEE’s Attorney-
in-Fact and all acts performed by them in the exercise of their authority are hereby confirmed
and ratified. LESSEE hereby expressly agree/s that any or all acts performed by LESSOR, or
it’s authorized agents, employees and/or representatives under the provisions hereof may not
be the subject of any petition for a Writ of Preliminary Injunction or mandatory Injunction in
any court or administrative agency.

Provision of a panel character in other provisions of this Contract of Lease shall be

considered as cumulative and not exclusive, and LESSOR shall be entitled to pursue either
the rights enumerated in this contract or the remedies authorized by law, or both.

18. ATTORNEY’s FEES – Should either party be compelled to seek judicial relief against the
other, the losing party shall pay an amount equivalent to TWENTY FIVE PERCENT (25%)
of the amount claimed in its complaint or counterclaim as attorney’s fees, which in no case
shall be less than or equal to Twenty Thousand Pesos (Php 20,000.00), aside from the costs
of the suit and other litigation expenses which the law may entitle the prevailing party to
recover from the losing party. In case the services of a lawyer will be secure by the LESSOR
due to breach or violation of any provision in this Contract by the LESSEE, the latter shall
pay a lawyer’s fee of not less than Five Thousand Pesos (Php 5,000.00).

19. TERMINATION OF LEASE AND RETURN OF SEMI-COMMERCIAL SPACE –

LESSEE hereby expressly agrees to immediately vacate the Semi-Commercial Space at the
expiration or termination of this Contract in as good condition and without any delay
whatsoever, furniture’s, articles, personal belongings and effect of any kind other than
alteration, additions or improvements which pertain to LESSOR in accordance with the
provisions of this Contract.

20. NON-WAIVER – The failure of LESSOR to insist in any one or, instances upon a strict
performance of any of the terms, provisions, conditions and covenants of this Contract, or to
exercise any option herein contained, shall not be deemed a relinquishment or waiver of any
rights or remedy, that LESSOR may have, nor shall it be construed as a condemnation of any
subsequent breach or default of the terms and conditions and covenants hereof, which
conditions and covenants shall continue to be in full force and effect. No waiver by LESSOR
of any of its rights under this Contract shall be deemed to have been made unless expressed
in writing and signed by the duly authorized representative of LESSOR.

If the Semi-Commercial Space is not surrendered or vacated at the expiration or termination

of this Contract, LESSEE shall be responsible to LESSOR for all damages which the later
may suffer by reason thereof and will indemnify LESSOR against any and all claims made by
any succeeding LESSEE, so far as such delay occasioned by the failure of LESSEE to
surrender the Semi-Commercial Space on time.

21. SEPARABILITY CLAUSE – The parties agree that should any clause or provision in this
Contract is declared void, invalid or ineffective for any reason whatsoever, the validity of the
remaining provisions shall not be effected and shall continue to be binding.

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22. VENUE – The party agree that in case of any action arising out of this Contract, venue shall
be laid at the proper Courts of Quezon City, Metro Manila.

23. NOTICES – All notices or other communication given, transmitted or made pursuant to this
Contract shall be addressed to the LESSOR’s residence and that of the LESSEE residence
and/or the Semi-Commercial Space subject matter hereof or such other addresses as either
party may furnished to the other in writing. All notices, orders and other communications
shall be deemed given, transmitted, delivered or made when actually received.

24. CAPTIONS – The captions appearing in this Contract are for the purpose of convenience
only and are not part of this Contract and do not in any way limit or amplify the terms and
provisions of this Contract.

25. ENTIRE AGREEMENT – This contract, includes whatever Annex/Annexes hereto,

embody the entire agreement of the parties. There are no other terms, conditions or
obligations other than those contained herein. This Contract shall supersede all previous
communications, representations or agreements, either oral or written, between the parties
hereto. No amendment to this Contract shall be valid unless the same are reduced to writing
and signed by the parties hereto.

26. That in case the LESSOR decides to sell the lot including the Semi-Commercial Space where
it is erected, subject matter of the Contract, the LESSEE is also entitled to purchase the same
provided with mutual understanding on both parties concerned. If the LESSOR decides to sell
the premises, the LESSEE shall not use the same as a reason for non-payment or withholding
of rentals and the LESSEE shall continue to pay the monthly rentals on the subject leased
premises to the LESSOR or to the BUYER/new owner of the property.

IN WITNESS HEREOF, the parties have hereunto affixed their signature this ____ day of
________________ 2009 at Quezon City, Metro Manila, Philippines.

ESPERANZA BAENTO BAGUINO RENE K. LIMCAOCO

LESSOR LESSEE

SIGNED IN THE PRESENCE OF:

______________________________ ______________________________
Witness Witness

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILLIPINES)

QUEZON CITY, METRO MANILA) S.S.

Before me, a Notary public for and in Quezon City this _______ day of _______________ 2009,
personally appears: ESPERANZA BAENTO BAGUINO with Senior Citizen Identification (ID)
Card and corresponding ID Card #: 2575835, issued at Quezon City on March 17, 2004 and
RENE K. LIMCAOCO, with ______________________________ and corresponding ID
Card#: ________________________ issued at __________________________ on
________________________, known to me and to me known to be the same persons who
executed the foregoing document consisting of seven (7) pages including this page wherein the
acknowledgment is written, and they acknowledged to that the same is of their own free and
voluntary act and deed.

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

Doc. No. _________________

Page No. _________________
Book No. _________________
Series of 2009.