This Contract of Lease, made and entered into by and between:

INTRAMUROS REALTY CORPORATION, a corporation duly organized and existing under Philippine law, with business address at 33 General Luna St. Intramuros, Manila, hereinafter referred to as the LESSOR


ANDRES CARVAJAL, of legal age, married, Filipino, with residence address at 1000 Dagupan St., Tondo, Manila, hereinafter referred to as the LESSEE


WHEREAS the LESSOR is the owner of an condominium unit located at Suite 2517, Herrera Tower, No. 98 Herrera St. corner Valero St., Salcedo Village, Makati City;

WHEREAS the LESSEE desires to occupy the above-named condominium unit and the LESSOR is willing to lease the same unto the LESSEE by way of this agreement;

1. TERM. The LEASE shall be for a duration of one (1) year commencing from 1 January 1999, renewable at the optionof the LESSOR at such new terms and conditions as may agreed upon by the parties.

2. RENTAL The LESSEE agrees to pay the LESSOR the monthly rental fee of Pesos: Twenty Thousand (Php 20,000.00), Philippine currency. Upon signing of this Contract of Lease. The LESSEE shall pay the LESSOR two (2) months' rental in advance covering the months 1 January 1999 to 1 March 1999. Succeeding monthly rentals be payable via post dated checks to be issued by the LESSEE in favor of the LESSOR.

LESSEE hereby agrees to pay 5% interest per month on any delay in payments. If the check is dishonored, the LESSEE is obliged to replace the check under pain of the pre-termination of this agreement.

3. DEPOSIT. The LESSEE shall pay the LESSOR the sum of two (2) months deposit of Pesos: Forty Thousand (Php 40,000.00), Philippine currency to guarantee the payment of any future damage to the leased premises, unpaid utilities and other obligations to third parties by the LESSEE during the term of the agreement, which deposit shall bear no interest. Unless applied to said damages, unpaid utilities and other obligations to third parties, said deposit shall be returned to the LESSEE within sixty (60) days after the termination of this agreement: Provided, however, that the deposit cannot be applied to unpaid back rentals owed by the LESSEE prior to the expiration of this agreement. Furthermore, if the LESSEE vacates the premises before the expiration of the period of lease, the total amount of the deposit and advance rentals shall be forfeited in favor of the LESSOR.

4. ASSOCIATION DUES. Association dues per month of Pesos: Three Thousand (Php3,000.00) or as determined by the Association from time to time shall be for the account of the LESSEE.

Penalty for late payment of Association dues is 4% per month or a fraction of a month compounded until the arrears are fully paid and settled.

5. USE OF PREMISES. The premises shall be used exclusively for office purposes only and shall not be used whatsoever for residential or in any illegal or unlawful activity or to keep materials, chemicals and other matters considered as fire hazards or nuisance to the building.

6. IMPROVEMENTS. The LESSEE shall not make any alteration, structural changes or improvement in the leased premises without the prior written consent of the LESSOR. However, at the termination of the lease, the same not having been renewed by the parties, the LESSEE shall restore the leased premises in its original state existing at the commencement of the agreement. Restoration of the LEASED PREMISES shall be for the exclusive account of the LESSEE. Any improvement after the lease is terminated and after the LESSEE shall have vacated the premises shall belong to the LESSOR.

7. FACILITIES. All charges for water, electricity, telephone, association dues and other public utilities used in the leased premises as well as janitorial and security services or any other charges as may be imposed by the building administrator of the condominium building shall be for the account of the LESSEE. The LESSEE hereby guarantee the prompt payment of any and all charges heretofore mentioned as they fall due. Any delay in the payment thereof shall constitute a material breach of this agreement.

8. INSURANCE. The LESSOR shall insure the leased premises against fire. Should the leased premises be damaged by fire, earthquake, storm or any fortuitous events to the extent that the same be rendered untenable this agreement shall be automatically canceled and the deposit as well as the unused portion of the advance rentals be refunded within SIXTY (60) days, minus any unpaid obligation.

9. REPAIRS. The LESSEE shall, during the duration of the lease, make all minor repairs on the leased premises to preserve the same in serviceable or tenantable conditions at the LESSEE's expense except replacement of parts due to natural wear and tear. The LESSEE, however, shall give advance written notice to the LESSOR of Ten (10) days prior to undertaking any minor repair.

9.01 All damages caused to the leased premises due to the fault, misuse, carelessness, and/or negligence or on account of the use thereof by the LESSEE and other occupants therein shall be made good and repaired by the repairs done.

9.02 Should the LESSEE fails to make the necessary and appropriate repairs within five (5) days from demand, the LESSOR shall undertake the needed repairs and shall charge the costs thereof to the LESSEE.

10. INSPECTION OF PREMISES. To ensure that the lease premises is being maintained in good and tenantable conditions, the LESSOR or his authorized representative is hereby given the right after due notice, to enter and inspect any part of the leased premises during reasonable hours and as the occasion thereof might require.

11. ASSIGNMENT AND SUBLEASE. The LESSEE hereby shall have no right to assign or transfer its rights, interest and obligations under the lease contract or sub-lease contract premises or any portion thereof to any person or entity without the prior written consent of the LESSOR.

12. INJURY OR DAMAGE. The LESSEE hereby assumes the full responsibility for any damage which may be caused to the person or property of any third person in the leased premises during the duration of the lease. LESSEE further binds himself to hold the LESSOR free and harmless from damages as a result thereof, unless such damage or liability arose out of structural or other inherent defects in the leased premises or is due to the fault of the LESSOR, his agent or representatives.

13. SALE OF THE LEASED PREMISES. The LESSEE recognizes the right of the LESSOR to sell or otherwise convey ownership of the leased premises to any other interested party, provided the LESSEE's rights under the lease are respected.

14. HAZARDOUS AND PROHIBITIVE MATERIALS: The LESSEE shall not keep or store in the lease premise any hazardous and obnoxious substance or inflammable material or substance that might constitute a fire hazard or other chemicals and materials or prohibitive drugs in violations of the laws of the Philippines.

15. RULES AND REGULATIONS. The LESSEE binds himself to comply with the existing rules and regulations promulgated by the building administrator and/or association and any other environmental or other laws, ordinances, rules and regulations applicable to the leased premises.

16. VIOLATIONS. The LESSOR may, at this options, consider this agreement automatically rescinded and canceled, without need of any court action, upon ten (10) days notice given to the LESSEE based on any of the following grounds.

a. Failure of the LESSEE to pay two (2) months advance rental and other bills or charges therefore mentioned as they fall due for any reason whatsoever within the period to pay.

b. For any violation made by the LESSEE or its agents and representatives of any of the terms and conditions stipulated in this contract.

c. In case the leased premises shall be vacated or abandoned for a period of thirty (30) days without prior written notice to the LESSOR. Consequently, the LESSOR is hereby permitted authorized by the LESSEE to enter the premises, either by force or otherwise, without being liable to prosecution therefor.

16.1. Upon termination of the contact of lease based on any of the foregoing grounds and upon demand, the LESSEE shall immediately vacated and peacefully surrender possession of the lease premises to the LESSOR or his duly authorize representative.

17. REMEDIES. In addition to the provisions of the proceeding paragraph, the LESSEE hereby acknowledges and recognizes the right of the LESSOR to avail or resort to any or all of the following remedial measures without need of court action.

a. In case of failure of the LESSEE to pay or settle any due and unpaid obligations (rentals, electricity, water, telephone, association dues etc.) as provided for under this lease contract , the LESSEE hereby authorizes the LESSOR, who is hereby given the right, to disconnect all facilities such as but not limited to disconnect all facilities such as but not limited to electricity, telephone, water in the leased premises without need of further notice to the LESSEE.

b. Likewise, until the aforesaid unpaid obligations are paid or settled, the LESSEE hereby given the rights, to re-renter the lease premises, remove all persons therefrom , take possession of any of all furniture, fixtures and equipment's found thereon or therein and/or padlocked the door of the premises.

c. Moreover, by way of a security or to secure the payment of any of the unpaid obligations of the LESSEE , the LESSEE consents and authorizes the LESSOR to retain possession of any of all the furniture, fixtures and equipment's that may found on the premises as belongings to the LESSEE until such time that all the unpaid obligations of the LESSEE are paid or settled.

d. If after ten (10) days from the date the LESSOR shall have taken possession of the aforesaid furniture, fixtures and equipment by way of security, the LESSEE still fails to pay or settle its unpaid obligations to the LESSOR the LESSEE hereby consents and authorizes the LESSOR to sell by way of public or private sale any or all the furniture's fixtures equipment as may be sufficient to pay or settle the lessee's unpaid obligations plus the accrued interests and attorney's fee equivalent to 25% of the total amount due and unpaid. All expenses that may be incurred in the sale shall be for the account of the LESSEE.

17.01 For purposes of selling the aforesaid properties, the LESSEE hereby irrevocably appoint the LESSOR as its attorney-in-fact to sell and dispose of any or all of the aforesaid the property of the LESSEE in a private or public sale at a price as may be determined to be just and reasonable by the LESSOR and to apply the proceeds therefrom to any or all the unpaid obligations of the LESSEE.

17.02 If the sale proceeds should proved to be inadequate to fully payer settle the unpaid obligations of the LESSEE, the LESSEE shall remain liable to the LESSOR for any of the deficiency.

17.03 Should the proceeds of the sale of any of the aforesaid properties be sufficient to pay or settle all of the lessee's unpaid obligations, the LESSEE may get back its other properties not sold by the LESSOR. If after thirty(30) days from written notice of the LESSOR directed to the last known address of the LESSEE, the LESSEE still fails to get back the remaining properties, said properties shall then be deemed abandoned in favor of the LESSOR.

17.04 The above enumerated remedies oproved for the LESSOR shall not be exclusive, but shall be cumulative and without prejudice to any court action that may be instituted by the LESSOR for any causes of action that may arise under this contract of lease.

18. ATTORNEY'S FEE In case the LESSOR resorts to judicial action base upon or in connection with this lease contract, the LESSEE hereby agrees to pay attorney's fee equivalent to twenty five (25%) of the total amount involved pr claimed by the LESSOR as against the LESSEE plus all court expenses and/or costs of litigation.

19. COURT VENUE. All court actions from this contact of lease shall be filed only in the Courts of Makati City to exclusion of all other courts.

20. TIME OF ESSENCE. Time is the essence hereof any waiver by the LESSOR of a breach of any term, covenant or condition herein contained, whether express or implied, shall not constitute of a waiver of any subsequent breach thereof, or a breach of covenant to pay the rent so accepted. No waiver by the LESSOR shall be deemed to have been made unless expressed in writing and signed by the LESSOR.

21. SUCCESSORS AND ASSIGNS This lease shall bind and inure to the benefits of the successors and assigns of the LESSOR and of the permitted successors and assigns of the LESSEE.

IN WITNESS WHEREOF, the parties have hereunto set their hand this 27th day of December 1998 at Makati City, Metro Manila.








Signed in the Presence of:

________________________ _________________________






BEFORE ME , a Notary Public for and in the City of Makati, this 27th day of December 1999, personally came and appearance the following:

Name CTC No. Place Date

Julian Felipe
Andres Carvajal

a know to me to be the same persons who executed the foregoing Contract of Lease consisting of six pages including this acknowledgement, signed by the parties and their instrumental witness at the bottom part of page 5 and the left margin of all other pages.

WITNESS MY HAND AND SEAL on the date and place above stated.


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