Contract of Lease

KNOW ALL MEN BY THESE PRESENTS: This Contract of Lease (Contract) made and entered into this ____ day of _________, at __________________________ by and between: METROPOLITAN BANK & TRUST COMPANY, a universal banking corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office and place of business at Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City, 1200 Metro Manila, represented herein by its duly authorized Executive Vice-President, JOSHUA E. NAING, and Senior Vice-President, CHRISTINE W. YANG, hereinafter referred to as the LESSOR; - and EVFTC TRANSPORT, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with address at Km. 21, Ortigas Ave. Ext., Bgy. San Isidro, Taytay, Rizal, represented herein by its duly authorized President, EDGAR E. SIONGCO, hereinafter referred to as the LESSEE. RECITALS: The LESSOR is the owner of a property located along Ortigas Ave. Ext. and Dao St., Bgy. San Isidro, Taytay, Rizal, with Transfer Certificate of Title No. 664667 of the Registry of Deeds for Rizal, hereinafter referred to as the Property; LESSEE proposes to lease a portion of the Property, more particularly described in Provision 1 of this Contract, and the LESSOR has agreed to the proposal under the terms and conditions herein set forth. NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows: 1. LEASED PREMISES The subject matter of this Contract is a portion of the Property located at Ortigas Ave. Ext. and Dao St., Bgy. San Isidro, Taytay, Rizal, more particularly described as follows: Lot 1-C with an aggregate area of SQUARE METERS (1,997.00 sq.m.), more or less, collectively referred to as the Leased Premises. 2. LEASE PERIOD The Lease Period shall be for one (1) year starting on 01 June 2011 and will expire automatically at the close of business hours of 31 May 2012, provided, that all the requirements set forth in this Contract are met to the satisfaction of the LESSOR; unless sooner terminated as hereinafter stated. Upon expiration of the Lease Period, the lease may be renewed under such terms and conditions as may be mutually agreed upon by the parties. Should the LESSEE desire to have the lease extended, the LESSEE shall write to the LESSOR at least three (3) months prior to the expiration of the Lease Period to make known his intention. This advice, however, shall not be construed as a commitment on the part of the LESSOR to renew the lease. If no agreement is reached within three (3) months before expiry, the lease is considered automatically terminated. The lease shall not be deemed extended unless a written contract between the parties has been executed prior to the expiration of the original Lease Period. 3. RENT AND MANNER OF PAYMENT The rent for the Leased Premises shall be PESOS: ONLY (Php30,000.00) a month, exclusive of Value Added Tax, Documentary Stamp Tax and other taxes that may be imposed upon the LESSEE subsequent to the signing of the Contract. If the LESSEE is authorized by the Bureau of Internal Revenue (BIR) as a withholding agent, rent payments to the LESSOR shall be net of the Creditable Withholding Tax (CWT), currently at five percent (5%). The Value Added Tax (VAT), if applicable, shall be for the account of the LESSEE.

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Lease Period From To 01-Jun-11 31-May-12

Base Rent P30,000.00

Parking Rent -

Gross Monthly Rent P30,000.00

Withholding Tax P1,500.00

Net Monthly Rent P28,500.00

Before the execution of this Contract, the LESSEE shall pay to the LESSOR an amount equivalent to three (3) months rent as Advance Rent. The LESSEE shall, before execution of this Contract, deliver post-dated checks to the LESSOR, with due dates on the 1st day of each month, to cover the remaining months of the entire Lease Period, along with the corresponding fully accomplished Certificates of Creditable Tax Withheld at Source (BIR Form No. 2307), if applicable. Pursuant to BIR Revenue Regulation (RR) No. 2-98 as amended by RR 3-2002, the LESSEE shall submit the corresponding BIR Form No. 2307 pertinent to rent paid to the LESSOR; otherwise, the LESSOR shall have the right to automatically charge as rent to the LESSEE any unremitted amount of Withholding Tax in the next Statement of Account. Failure to submit said certificate/s shall be construed as a material breach of this lease and a ground for termination of this Contract, and is also a ground for mandatory audit of the LESSEEs income tax liabilities by the BIR. Should the LESSEE be unable to submit any required BIR Form 2307, the LESSEE hereby appoints the LESSOR as Attorney-in-Fact to sign and execute, at the LESSORs option, said forms for and on behalf of the LESSEE. The Documentary Stamp Tax for the entire Lease Period shall be for the account of the LESSEE, of which, corresponding copies of the BIR Form 2000 and official receipt shall be submitted to the LESSOR within one (1) month from the execution of the Contract. In cases where payments made by the LESSEE for any given month is not sufficient to cover all outstanding obligations for said period, the order of priority in the application of payments is as follows:

a) Penalty/ies as provided in Provision No. 4 of this Contract; b) Fees and/or Association / Condominium dues as provided in Provision No. 15 of this Contract; c) Utilities including light and power, water, telephone charges, cable charges, etc. as provided in
Provision No. 7 of this Contract; and

d) Rent as provided for in Provision No. 3 of this Contract.

4. PENALTY FOR LATE PAYMENT The LESSEE shall make all payments due under this Contract, without necessity of demand or notice. Without prejudice to the exercise by the LESSOR of its other rights established in this Contract, the LESSEE shall pay to the LESSOR penalty at the rate of three percent (3%) per month on any monthly rent not paid within the payment period herein specified; including result/s of the dishonour of the check/s issued by the LESSEE. The rate of penalty aforementioned shall likewise be applied to any and all charges billed to the LESSEE arising under this Contract that is not paid within the payment period herein established. The computation of the penalty shall commence on the first day of the billable period, which has not been paid by the LESSEE. The penalty shall be compounded monthly until the delinquencies are settled. In the event that the delinquency is settled prior to the expiration of a full month, the penalty charge shall be computed on the basis of the fractional part of the month that has already expired. A fee of PESOS: ONE THOUSAND AND 00/100 (Php1,000.00) shall be imposed for every dishonoured check in payment of the account, without prejudice, however, to the right of the LESSOR to prosecute the LESSEE for violation of the Bouncing Checks Law or any other pertinent laws. 5. SECURITY DEPOSIT / ADVANCE RENT Before the execution of this Contract, the LESSEE shall pay the LESSOR a non-interest bearing Security Deposit in the amount of PESOS: ONLY (Php90,000.00) equivalent to three (3) months rent of the Leased Premises, based on the escalated rent on the last month of the Lease Period. At the expiration/termination of this lease, the Security Deposit or the balance thereof shall be released after three (3) months from the date the Leased Premises is turned over, less outstanding utility charges, damages, and whatever sum the LESSOR may determine as due and owed to the LESSOR under the terms of this Contract, if any. The LESSOR shall have the right to demand and/or sue for additional sums should the Security Deposit be insufficient to cover the unpaid obligations by the LESSEE under this Contract. During the Lease Period, the LESSEE shall not use the Security Deposit to offset any rent or other payment due to the LESSOR. If, during the Lease Period, there is a reduction in monthly rent, whether due to a reduction in the rent per square meter and/or reduction in the area of the Leased Premises, the Security Deposit corresponding to the reduction shall be forfeited in favour of the LESSOR. Should this Contract not be consummated due to any reason attributable to the LESSEE or due to any reason beyond the control of the LESSOR, the Security Deposit shall be forfeited in favour of the LESSOR.

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In addition, the LESSEE, prior to occupying the Leased Premises, shall remit to the LESSOR the amount of PESOS: ONLY (Php85,500.00) equivalent to three (3) months rent, net of Withholding Tax if applicable, representing payment for the Advance Rent of the Leased Premises, which is applicable to the first three (3) months of the Lease Period. 6. ARREARAGES Any extension of time given by the LESSOR to the LESSEE for the payment of rent or acceptance of any delayed payment shall not in any way be construed as waiver by the LESSOR to insist on the prompt payment by the LESSEE of any unpaid rent; without prejudice to the LESSORs right to terminate this Contract. Without prejudice to the exercise by the LESSOR of its other rights established elsewhere in this Contract, any delay in the LESSEEs payment of the monthly rent and/or other charges as stipulated in this Contract, including any event/s that checks issued by the LESSEE are dishonoured, or in case of any breach of any of the covenants herein on the LESSEEs part, the LESSOR may terminate this lease upon five (5) days written notice to the LESSEE or in his absence, upon written notice posted at the entrance of the Leased Premises. After which, the LESSOR may enter upon the Leased Premises, and without the need of prior written notice or demand, or resort to judicial proceedings, expel or lock out the LESSEE and its effects from the Leased Premises forthwith. It is likewise agreed that should expulsion from the Leased Premises become necessary, the LESSOR shall have the right, aside from entering and taking possession of the Leased Premises, to cause the removal of the LESSEEs property from the Leased Premises, holding in trust, custody and possession the said properties found therein and after inventory of the same in the presence of a witness, to sell the said properties for the LESSEEs account. For this purpose, the LESSOR is hereby constituted as the LESSEEs Special Attorney-in-Fact with the power to sell or otherwise dispose of for value, or retain such portion of the LESSEEs property removed from the Leased Premises as would be sufficient to secure funds to answer for the arrearages and/or other charges against the LESSEE arising under this Contract, including the cost of hauling out the property from the Leased Premises, handling, freight, and other charges of said LESSEEs property. This Special Power of Attorney shall continue to subsist for so long as the LESSEE has unpaid obligations arising out of this Contract, it being an integral part hereof, and the LESSEE hereby expressly ratifies any and all acts performed by the LESSOR in the exercise of this power. All the aforementioned acts are hereby being agreed by the LESSOR and the LESSEE as tantamount to the LESSEEs voluntary vacation of the Leased Premises without the necessity of a suit in court. 7. PUBLIC UTILITIES LESSEE shall install when applicable and pay for its own electrical and water facilities and shall provide for its own telephone installation. The LESSEE shall likewise pay for its own garbage permit and such other governmental assessment related to their business on the Leased Premises. Default by the LESSEE of its obligations under the Contract shall constitute grounds for immediate disconnection of all utilities. When it is applicable, the cost of electric current, water, and other public services and utilities including security and janitorial service, if any, for portion of the Property which is for common use, shall be for the account of the LESSEE on the basis of pro-rata sharing among all tenants of the Property, based on the total measured floor area of their respective Leased Premises. The cost of these services and utilities consumed during any given month, shall be payable to the LESSOR on or before the fifth day of the succeeding month subject to Provision No. 4 (PENALTY FOR LATE PAYMENT). 8. SEVERANCE OF UTILITIES Without prejudice to the exercise by the LESSOR of its other rights established elsewhere in this Contract, if the cost of electric current or water or other public services or utilities are obtained by the LESSEE from the building facilities of the LESSOR or if said utilities are being billed in the name of the LESSOR, in the event of any delay in the payment of the monthly rent and/or other charges as stipulated in this Contract, or in case of any breach of any of the covenants herein on the LESSEEs part, the LESSOR may immediately sever or cut-off the electric current or water or other public services or utilities within the Leased Premises without the need of prior written notice or demand to the LESSEE. 9. SECURITY SERVICE Whenever applicable, the LESSEE, at its own expense shall provide round the clock security guards to police the Property and the entire Leased Premises. The LESSOR, however, shall not be held accountable or liable for any loss or damage that may be suffered by the LESSEE or any person in the Leased Premises by reason of theft, robbery and other crimes. The LESSEE shall also undertake to
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provide for its own security service whenever possible. The LESSEE shall also secure the safety of the Leased Premises to avoid forcible entry and damage to the Leased Premises. 10. INSTALLATION The LESSEE may, upon prior written consent and approval of the LESSOR, install the necessary installations required by its business, provided that the strength and general structure of the Property or the Leased Premises are not thereby impaired or otherwise adversely affected and provided further, that the other conditions of this Contract are not hereby violated. 11. EXTRA ELECTRICAL OUTLETS The installation of and usage of additional electric, water, telephone and teletype connection in the Leased Premises shall be for the account and expense of the LESSEE who is hereby authorized to make the same only after obtaining the prior written consent and approval of the LESSOR. Such installation should be made in such a way as to cause no injury or damage to the Leased Premises and the Property, provided however, that in the installation of additional electrical appliances such as water coolers, refrigerators, fans, etc., wherein extra outlets will be needed, the LESSEE shall first furnish the LESSOR with a list of appliances and a plan of such additional outlets for its approval. The LESSEE shall employ only the services of a licensed electrician or otherwise hire the licensed electrician of the LESSOR so that the additional load of current shall be within the capacity of the main switch of the panel on the corresponding floor to avoid or minimize fire hazards. The LESSEE shall further comply with the requirements of the Fire Department and/or the Government Electrician. 12. AIR-CONDITIONING Whenever applicable, the LESSEE shall provide for and install for its own account, air-conditioning unit/s, the installation of which shall be subject to LESSORs approval. 13. USE OF PREMISES The LESSEE shall neither use nor permit the use of the Leased Premises for any improper or unlawful purpose, nor conduct its business or any other commercial transaction or dealing, whether isolated or otherwise, being carried out in the Leased Premises in violation of law or any governmental rule or regulation or in a manner which is fraudulent or indicative of unfair trade practices or which may result in an impairment of the Propertys insured value. Any such unlawful or improper use or conduct, as determined in accordance with applicable law, shall be automatically considered as a ground for the termination of this Contract, at the election of the LESSOR and without need for judicial action, after which the LESSOR shall have the right to re-enter and re-possess the Leased Premises. The LESSEE shall not use the Leased Premises for dwelling or sleeping purposes. The Leased Premises shall be used exclusively by the LESSEE for commercial purposes during normal business hours. The LESSEE shall not divert the Leased Premises to any other use without the prior written consent of the LESSOR, it being expressly agreed that if, at any time during the existence of this lease the foregoing stipulation is violated, the LESSOR has the choice of (a) terminating this lease, or (b) increasing the rent, or (c) compelling the LESSEE to stop the prohibited activities. 14. INSPECTION AND REPAIRS ON THE LEASED PREMISES The LESSOR, or its authorized agent, shall by previous arrangement with the LESSEE, have the right to enter the Leased Premises at anytime during business hours to examine the same or make alterations or repairs, which it may deem necessary for the operation or maintenance of the Property or any of its installations therein. During the last three (3) months of the Lease Period, the LESSOR may exhibit the Leased Premises to prospective tenants, unless arrangements for the renewal of this Contract have been previously made. Any and all expenses for the repairs and maintenance of the Leased Premises shall be for the exclusive account of the LESSEE. 15. COMMON AREAS The LESSEE shall pay an additional fee representing association/condominium dues/common use service area (CUSA) charges based on prevailing assessment based on the area of the Leased Premises and the parking slot, for the use and maintenance of the common areas of the Property, including security and janitorial services payable to the Condominium Corporation/Building Administration or to the LESSOR as the case maybe, on a monthly basis during the entire Lease Period of the Contract to commence on the turnover date of the unit for renovation. 16. SIGNS, ADVERTISEMENTS ETC. The LESSEE shall not affix, inscribe or paint any notice, sign or other advertising medium on any part of the inside or outside of the Property except with prior written permission from LESSOR, and then only for
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such size, colour and style as the latter may determine, otherwise the LESSOR may have it removed at the expense of the LESSEE. The LESSEE shall not permit or give consent to any person or entity to hold office or use the address or advertise as if said person or entity uses, holds office, or is otherwise established at the Leased Premises or any part thereof and only the name and nomenclature as written in this Contract shall be placed in the building directory (if applicable). No other sign or advertisement may be placed in the Leased Premises other than herein above indicated. 17. ALTERATIONS, ADDITIONS, IMPROVEMENTS The Leased Premises shall be turned over to the LESSEE on an as is, where is basis. The LESSEE, however, at its expense, with prior written consent of LESSOR, and upon submission of drawing, architectural designs, engineering plans, and the like pertaining to the proposed alterations and/or improvements, may make the necessary alterations, renovations and improvements on the Leased Premises for the purpose of its business operations: electrical installation, doorways, windows, vents and other necessary appurtenances. Any and all improvements introduced and installed by the LESSEE shall automatically belong to the LESSOR at the expiration of the Lease Period without need of any payment or reimbursement by the LESSOR to the LESSEE. Despite giving its consent to the installation of any improvement, if the LESSOR does not elect to retain these improvements, the same shall be removed by and at the expense of the LESSEE. Should any such improvements be removed, the LESSEE shall be obliged to make the necessary repair therein, such that the Leased Premises shall be returned to its original condition at the inception of this lease, at the expense of the LESSEE. 18. CARE OF LEASED PREMISES The LESSEE shall at its expense maintain the Leased Premises in a clean and sanitary condition, free from noxious odours, disturbing noises or other nuisance, and upon expiration/termination of this lease, shall surrender and return the Leased Premises and fixtures in as good condition as they were actually found at the beginning of the lease, ordinary wear and tear excepted. The LESSEE shall not cook food, heat water, coffee or other beverages or use fire or heating equipment or utensils that will endanger or expose the Leased Premises to fire or explosion. LESSEE shall provide itself, at its own cost and expense, with receptacles which the city ordinance requires to hold and contain waste matter, garbage and refuse, and shall deposit them within the Leased Premises or at such places as maybe designated by the LESSOR. 19. PROHIBITIONS The LESSEE shall not bring into the Leased Premises anything of a highly flammable or explosive nature, nor shall the LESSEE install therein any apparatus, machinery, or equipment which may cause obnoxious vibrations or noises, or expose the Leased Premises to fire or increase the fire hazard of the Property or change the insurance rate of the Property, or any article which the LESSOR may reasonably prohibit; it being understood that should the LESSEE do so, not only shall the latter be responsible for all damages, which such violation may cause the LESSOR and/or other tenants, but the LESSOR shall, in addition thereto have the right to cancel this lease. If the LESSEE shall so use the Leased Premises, or deposit therein any such matter as to result in any increase in the rates of insurance payable by the LESSOR, said increase shall be charged to and shall be for the account of the LESSEE. 20. RULES, REGULATIONS, ETC. The LESSEE shall neither use nor permit the use of the Leased Premises for any improper or unlawful purpose, nor conduct its business or any other commercial transaction or dealing, whether isolated or otherwise, being carried out in the Leased Premises in violation of law or any governmental rule or regulation or in a manner which is fraudulent or indicative of unfair trade practices or which may result in an impairment of the Propertys insured value. Any such unlawful or improper use or conduct, as determined in accordance with applicable law, shall be automatically considered as a ground for the termination of this Contract, at the election of the LESSOR and without need for judicial action, after which the LESSOR shall have the right to re-enter and re-possess the Leased Premises. The LESSEE shall comply with any and all rules and safety regulations, which the LESSOR or its duly authorized representative may from time to time promulgate. The LESSEE shall also comply with all rules and regulations, ordinances and laws made by health or other duly constituted local or national authorities arising from or regarding the use, occupancy and sanitation of the Leased Premises. The LESSEE shall also comply with any leasing policies, rules and regulations that may be promulgated from time to time by the LESSOR.

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Fees to be charged by the City/Municipal Electrician in accordance with the applicable ordinance for the inspection of electrical appliances installed by the LESSEE within the Leased Premises shall be for the account of the LESSEE. 21. LIABILITY FOR SUITS, ETC. The LESSEE shall indemnify and hold harmless the LESSOR against all actions, suits, damages and claims that may be brought or made by any person by reason of the non-observance or non-performance of said rules, regulations, ordinances or laws or any of the conditions or covenants of the preceding section by the LESSEE, without prejudice to the right of the LESSOR to cancel this lease in accordance with the penal provisions herein contained. 22. INJURY OR DAMAGE The LESSEE agrees that the LESSOR shall not be liable for any damage or liability of any kind or for any damage or injury to any person or property during the Lease Period due to any cause whatsoever by reason of the use, occupancy and enjoyment of the Leased Premises by the LESSEE, its agents, employees, guests or clients. The LESSEE will save harmless the LESSOR from any liability whatsoever, including all expenses incurred in defending against said claims and liability on account of such damage or injury, and from any and all liens, claims and demands of whatever kind and nature. The LESSOR shall not be liable or responsible for: a) The presence of bugs, vermin, ants, insects, etc., if any, in the Property or Leased Premises; or b) The failure of water supply and/or electric current; or c) Any injury, loss or damage which the LESSEE, its agents, employees, guests or clients might sustain in the Leased Premises; or d) Any damage done or occasioned by, or arising from, leakage in plumbing, gas, water and/or other pipes, electrical fixtures, lights or the bursting, leaking, or destruction of any cistern tank, wash stand, water closet, or waste-pipe in, above, upon or about the Leased Premises. 23. FIRE In case of damage to the Leased Premises or its appurtenances by fire, earthquake, war or any other unforeseen cause, the LESSEE shall give immediate notice thereof to the LESSOR. If the Leased Premises shall be damaged by fire or other cause without the fault or negligence of the LESSEE, or its agents, employees, guests or clients, the injury shall be repaired, at the expense of the LESSOR, as speedily as possible, after such notice, but if the Property or the Leased Premises be so nearly destroyed as to make it un-tenantable, without the fault or neglect of the LESSEE, either party may demand the rescission of this Contract. No compensation or claim shall be allowed against the LESSOR by reason of inconvenience, annoyance, or injury to business arising out of the necessity of repairing any portion of the Building, however the necessity may arise. 24. EXPROPRIATION (EMINENT DOMAIN) In the event that expropriation proceedings are instituted during the period of this lease by any instrumentality of the Government or by any other entity with the authority to exercise such power, either party may rescind this lease upon giving the other party one (1) month prior written notice thereof. In case of expropriation, the LESSEE hereby unconditionally relieves and releases the LESSOR from any and all liability under this lease in connection with or arising out of such expropriation proceedings, without prejudice to whatever recourse the LESSEE may have against the expropriating entity on account of damage done or caused to it or its properties. 25. CHANGE AND LEVY OF ASSESSMENT The LESSOR reserves the right to revise the rent agreed upon in case of change in the present assessment of the building or the land on which it is erected or in the event of a levy of special assessment on the property, and to apportion such assessment among all the tenants of the building based on the floor area of the Leased Premises, as compared with the total floor area of the building. 26. CURRENCY INFLATION & DEFLATION In case extraordinary inflation or deflation of the currency stipulated should supervene during the effective Lease Period, the LESSOR shall have the right to adjust the rent upon prior notice to the LESSEE. Extraordinary inflation shall mean any increase of twenty-five percent (25%) of the foreign exchange ratio of the Philippine Peso to the United States Dollar in a calendar year. Should this right be exercised by the LESSOR, the LESSEE shall within five (5) days issue to the LESSOR post-dated checks equivalent to the difference of the amounts of the post-dated checks issued in accordance with Provision
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No. 3 (RENT AND MANNER OF PAYMENT) and Provision No. 5 (SECURITY DEPOSIT / ADVANCE RENT). Failure on the part of the LESSEE to issue said checks shall be a ground for the LESSOR to terminate this Contract. 27. SUBLEASE, TRANSFER OF RIGHTS The LESSEE shall not assign or transfer its rights in this Contract, house any other person or entity or sublease the Leased Premises or any part thereof, without prior written consent of the LESSOR, and no rights or interest shall be conferred or vested upon anyone other than the LESSEE without such written consent. In the event the LESSOR should consent in writing to the sublease of the Leased Premises, the LESSEE/SUBLESSOR and such SUBLESSEE shall solidarily be liable to the LESSOR for any and all acts of the SUBLESSEE its agents or assigns, in violation of the terms of this Contract. 28. TERMINATION OF LEASE The LESSEE agrees to return and surrender the Leased Premises at the expiration/termination of the Lease Period in as good condition as reasonable wear and tear will permit and without any delay whatsoever, devoid of all occupants, furniture, articles and effects of any kind. Upon the occurrence of any of the following events, the LESSOR may, without need of notice or demand to the LESSEE, terminate this Contract: a) default in the performance of, should fail to observe, keep or perform or should allow the violation of, any of its obligations or covenants set forth herein; b) abandonment by the LESSEE of the Leased Premises for one (1) month; c) change in the ownership or management of the LESSEE which as determined by the LESSOR shall have material and adverse effect on the ability of the LESSEE to perform its obligations under this Contract; d) the LESSEE has ceased to do business, becomes insolvent, suspends payment of its debts, makes an assignment for the benefit of its creditors or institutes, or is the subject of insolvency or receivership proceedings; and e) LESSEE has been declared by a court, tribunal, or any administrative body to have violated any law, ordinance, act or decree and/or becomes the subject of any civil and/or criminal proceedings. In the event of termination of this Contract, the LESSOR shall have the right to: a) automatically terminate and rescind this Contract without need of notice or demand, rendering the LESSEEs rights herein null and void; b) if the LESSEE has any unpaid obligation upon the termination of this lease or in case of eviction, the LESSOR shall have a lien over the properties of the LESSEE found in the Leased Premises, as provided in Provision No. 34 (LIEN); c) collect and receive any amounts due and payable under this Contract through any of the appropriate proceedings allowed by law or equity; and d) retain all amounts paid by the LESSEE hereunder as compensation for damages. 29. HOLDOVER / FAILURE TO SURRENDER If, for any reason whatsoever, the LESSEE shall hold-over the Leased Premises beyond the Lease Period herein stated, such hold-over shall be construed as a tenancy from month to month and upon the same terms and conditions as herein contained, and may be terminated by the LESSOR by giving thirty (30) days written notice to the LESSEE; provided, however, that if the LESSEE holds over the Leased Premises beyond the Lease Period without the written consent or approval and/or against the wishes of the LESSOR, the LESSEE shall be liable for and shall pay the LESSOR, by way of liquidated damages, an amount equivalent to three (3) times the monthly rent stipulated herein; provided, however, that the payment by the LESSEE of liquidated damages shall not be construed to extend or renew this Contract. The LESSEE shall also be liable and responsible for all damages the LESSOR may suffer, and for indemnifying the LESSOR against any and all claims made by any succeeding tenant/buyer against the LESSOR, resulting from delay or failure of LESSEE to surrender the Leased Premises on time. 30. DISTURBANCE Disturbance or discontinuance of the possession of the Leased Premises by the LESSEE for causes beyond the control of the LESSOR shall confer no right of any kind to the LESSEE against the LESSOR. 31. ABANDONMENT/PADLOCK OF PREMISES In case the Leased Premises shall be abandoned or vacated or padlocked by the LESSEE for any reason whatsoever, the LESSOR shall have the right to break open and enter the same, either by force or otherwise, without being liable for any prosecution therefore, and to re-let the same, and to receive the rent due hereunder, holding the LESSEE liable for any deficiency. Absence from or abandonment of the Leased Premises shall not relieve the LESSEE from its obligation under this lease. Failure on the part of the LESSEE to use the Leased Premises for a period of one (1) month shall constitute desertion or
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abandonment, except when the failure is due to force majeure or upon order of peace health or other government authorities. 32. NON-WAIVER The failure of the LESSOR to insist upon a strict performance of any of the terms, conditions, and covenants hereof shall not be deemed a relinquishment or waiver of the rights or remedy that the LESSOR may have, nor shall it be construed as a waiver of any subsequent breach or default of the conditions and covenants which shall continue to be in full force and effect. No waiver by the LESSOR of any of its rights under this Contract shall be deemed to have been made unless expressed in writing and signed by the LESSOR. 33. BREACH OR DEFAULT The LESSEE agrees that all the covenants and conditions 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 lease, at the discretion of the LESSOR, may be unilaterally terminated and cancelled forthwith and the LESSEE shall be liable for any and all damages, actual and consequential, resulting from such default and termination to include, but not limited to, payment of the remaining rent to LESSOR. 34. LIEN It is hereby agreed and covenanted that if the LESSEE has any unpaid obligation upon the termination of this lease or in case of eviction, the LESSOR shall have a lien over the properties (of whatever kind and nature) of the LESSEE found in the Leased Premises. The LESSOR is empowered to take custody or retain physical possession thereof until the whole obligation is fully settled. If, however, after the lapse of two (2) months from the date of expiration or termination of this lease or eviction, the LESSEE still fails to pay the whole obligation, the LESSOR is hereby appointed as the LESSEEs SPECIAL ATTORNEYIN-FACT with the authority and power to sell or dispose any or all of the said properties of the LESSEE for such price or amount which the LESSOR may deem reasonable and the proceeds thereof shall be applied as partial or full payment of the obligation, as the case maybe. It is understood, however, that upon satisfaction of the whole obligation from the proceeds of the sale, the LESSOR shall turnover to the LESSEE the unsold/excess property or properties. The Bank is also hereby authorized to withhold as security for any and all obligations of the LESSEE to the LESSOR, and/or right of set-off and/or right to apply to unpaid rent and other charges, or any claim of the LESSOR against the rights, titles and interests in and to the balance of every deposit, account, money, negotiable instruments, commercial papers, notes, bonds, stock dividends, securities, interests, credits, choses in action, claims, demands, funds or any interest thereof by the LESSEE maintained at any Metrobank or PSBank branch(es) or any of its affiliates and subsidiaries. 35. JUDICIAL RELIEF AND PENALTY Should the LESSOR be compelled to seek judicial relief against the LESSEE, the latter shall, in addition to the damages mentioned in the preceding paragraph, pay an amount equivalent to 20% of the amount claimed in the complaint, as attorneys fees (with a minimum of P50,000.00), aside from the costs of the litigation and other expenses which the law may entitle the LESSOR to recover from the LESSEE. Provisions of a penal character in the other sections of this Contract shall be considered as cumulative to the relief granted by this section. 36. TAXES AND INSURANCE Any and all taxes, permits and licenses, including Comprehensive General Liability Insurance and other insurance coverage, and other related expenses incidental to its operations while the Contract is in force shall be for the account of the LESSEE. All relevant taxes arising out of or relating to improvements introduced by the LESSEE to the Leased Premises shall be for the account of the LESSEE. The LESSOR shall be given true copies of the assessment and official receipt evidencing such payments. 37. CONSENT NOT UNREASONABLY WITHHELD The parties to this Contract agree that whenever under the terms of this lease, provision is made for the securing of the consent of either LESSOR or LESSEE, such consent shall not be unreasonably withheld. 38. CONVEYANCE BY LESSOR In the event that during the Lease Period the LESSOR shall assign, transfer or sell its interest in the Leased Premises, then from and after the effective date of such assignment, transfer or sale, the LESSOR shall be released and discharged from any and all further obligations and responsibilities under this lease except as to those already incurred, provided the LESSOR has notified the LESSEE of said assignment, transfer or sale.
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39.

ENTIRE CONTRACT This Contract constitutes the entire, complete and exclusive statement of the terms and conditions of the Contract of Lease between the parties with respect to the subject matter referred to herein. No statement or agreement, oral or written, made prior to the execution hereof, and no prior conduct or practice by either party shall vary or modify the written terms and conditions embodied herein. No alteration, addition, or variation of the terms and conditions of this Contract shall be valid unless made in writing and signed by both parties.

40.

SEPARABILITY In the event any one or more of the provisions contained in this Contract shall be declared invalid, illegal or unenforceable in any respect by judgment or court order, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

41.

PRE-TERMINATION Either party may pre-terminate this Contract prior to the expiration of the aforementioned Lease Period by providing three (3) months prior written notice to the other party; provided, however, that the LESSEE shall settle all its rent and other obligations due to the LESSOR in full on or before the date the pretermination becomes effective. Moreover, in case the pre-termination is initiated by the LESSEE, the LESSOR shall be entitled to collect as penalty from the LESSEE an amount equivalent to three (3) months rent prevailing during the last month prior to the pre-termination date, payable on or before the date the pre-termination becomes effective.

42.

VENUE OF COURT The LESSEE agrees that any legal action arising from the transaction or for revival of judgments on this transaction, shall be brought before the Courts of competent jurisdiction in the City of Makati, Philippines, waiving for this purpose any other proper venue.

43.

NOTICES Whenever in this lease it shall be required, permitted or desired that notice or demand be given by either party to or on the other, such notice or demand shall be in writing and shall be served by delivering personally the said notice or demand to the party or by leaving it in its office with its clerk or a person having charge thereof or to a person with sufficient discretion to receive the same, or by registered mail by depositing the notice in the Post Office, in a sealed envelope, plainly addressed to the party with postage fully prepaid. In the event, however, that during business days and hours the Leased Premises of the party to be notified is closed or abandoned, mere posting of such notice or demand at the entrance of the Leased Premises shall be deemed as sufficient notice or demand. For the purpose hereof, the addresses of the parties hereof (until notice of a change thereof is given) shall be as follows: LESSOR : Acquired Asset Management & Disposition Group METROPOLITAN BANK & TRUST COMPANY 9th Floor, Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City, 1200 Metro Manila : EVFTC TRANSPORT, INC. Ortigas Ave. Ext. and Dao St., Bgy. San Isidro, Taytay, Rizal

LESSEE

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date and place herein above-mentioned. METROPOLITAN BANK & TRUST COMPANY (LESSOR) By: JOSHUA E. NAING Executive Vice-President CHRISTINE W. YANG Senior Vice-President Signed in the Presence of: GEOFF TUASON FOFO SANTOS BEVERLY PASCO EVFTC TRANSPORT, INC. (LESSEE) By: EDGAR E. SIONGCO President

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) MAKATI CITY ) SS. BEFORE ME, this __________ day of _________________________ personally came and appeared: NAME METROPOLITAN BANK & TRUST COMPANY JOSHUA E. NAING CHRISTINE W. YANG IDENTIFYING DOCUMENT & NO. TIN 000-477-863-000 Passport # EA0021496 CTC # 27372954 Passport # XX1998496 CTC # 05875374 DATE / PLACE ISSUED 15-Apr-62 / Makati City 05-Jan-15 (expiry) 03-Mar-11 / Taytay City 09-Sep-13 (expiry) 06-Aug-10 / Makati City

known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the entity they represent. The foregoing instrument consists of 11 (11) pages, including the two (2) acknowledgement pages, refers to the Contract of Lease over a property located at Ortigas Ave. Ext. and Dao St., Bgy. San Isidro, Taytay, Rizal. The parties and their instrumental witnesses have signed on each and every page and each page bears the imprint of my notarial seal. WITNESS MY HAND AND SEAL on the date and place herein above mentioned. NOTARY PUBLIC

Doc. No. _____ Page No. _____ Book No. _____ Series of 201_.

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) ) SS. BEFORE ME, this __________ day of _________________________ personally came and appeared: NAME EVFTC TRANSPORT, INC. EDGAR E. SIONGCO IDENTIFYING DOCUMENT & NO. DATE / PLACE ISSUED

known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the entity they represent. The foregoing instrument consists of 11 (11) pages, including the two (2) acknowledgement pages, refers to the Contract of Lease over a property located at Ortigas Ave. Ext. and Dao St., Bgy. San Isidro, Taytay, Rizal. The parties and their instrumental witnesses have signed on each and every page and each page bears the imprint of my notarial seal. WITNESS MY HAND AND SEAL on the date and place herein above mentioned. NOTARY PUBLIC

Doc. No. _____ Page No. _____ Book No. _____ Series of 201_.

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