Cover Letter

CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE made and entered into this _________day of ____, 2006 at ________________, by and between:

Ron Duvell, of legal age, married, with address at ______________________, as the LESSEE

-and-

DENEB S. TAMPOL, of legal age married, with residence address at ______________________________, herein after known as the LESSOR.

W I T N E S S E T H

That for and in consideration of the payment of rent and of the complies of all the conditions and covenants hereinafter contained, the LESSOR has agree to lease, let and demise, as it does hereby lease, let and demise to the LESSEE, and the latter has agree to accept, as it does hereby under lease, the premises located at _______________________ to herein LESSOR under the following terms and condition;

1. The LESSER shall pay in advance within the first (5) days of each month to the LESSOR the amount of TWELVE THOUSAND PESOS (No rentals shall be recognizes as having been paid unless evidence by the receipt of the LESSOR and/or its Agent. Neither shall payment of rentals be made by the LESSEE to unauthorized persons be recognized.

Without prejudice to exercise by the LESSOR of its rights under Section 18 herein the LESSEE shall pay to the LESSOR, Interest at the Of 1% a month on any monthly rentals not paid on time to be computed from the date of delinquency. LESSEE hereby agrees to pay as rentals the amount double the rate prescribe in paragraph 1 hereof in the event that he extends his stay in the premise without renewed Contract of Lease.

Upon execution of this Contract, the LESSE shall deposit in cash with the LESSOR an amount equivalent to TWO (2) months rentals or the amount of TWENTY FOUR THOUSAND 24,000.00) to answer for any of its obligation under the Contract, Subject to be return at the termination of these lease, less whatever account which the said LESSEE might then be owing to the LESSOR. The Putting of this deposit

Does not Relieve the LESSE in any way from paying on their due dates, the agree monthly rentals for the leased premises; and its failure to do shall constitute default or breach of this Contract. Should The LESSEE VACATE THE LEASED premises prior to the expiration of the agreed term of this lease, the balance of its deposit, if there is any

Left, shall be automatically forfeited to the LESSOR, without Prejudice to the exercise by the latter of the rights granted to it under this Contract.

2. This lease shall begin on the 15^th day of September, 2006 and shall expire at midnight of the 15^th day of March, 2007. This lease shall not be deemed extended beyond that period of time for any cause or reason whatsoever, and unless its term is seasonably renewed, the possession of the leased premises by the LESSEE, after the termination of said terms shall be considered illegal.

3. The LESSEE shall not use the leased premises for any illegal or immoral purposes. The premises hereby leased shall be used exclusively for TRANING CENTER. The LESSE hereby agrees not to divert the premises for use in other business without the prior written consent of the LESSOR, it being expressly agreed that if, at anytime during the existence of this lease, and without the previous written consent of the LESSOR, the said premises are used for other purpose the LESSOR, the said premises are used for other purpose the LESSOR has the choice to (a) rescind this Contract in accordance with Section 18 hereof, or (b) increase the rent, or (c) compel the LESSER to stop the new activities.

4. The LESSEE Shall not affix, inscribe or paint any notice, sign or other advertisement medium of any part outside of the building except per written consent from the LESSOR, and then only of such size, color and style as the latter may determine.

The LESSE shall not allow or entity to advertise, or put up sign, as if said party or entity use us, holds office or its otherwise, established at the premises leased or any part thereof: and only the name and nomenclature of the LESSE, as written in this contract of lease, shall be placed and advertised at the main door of the premises, after previous approval of the LESSOR. No other sign or advertisement may be placed in the premises other than at the herein before indicated.

5. The LESSEE shall not make any alternations, additions or improvements in the leased premises without the prior written consent of the LESSOR. Provided, however, that all such alternation, additions, improvements made by either, on or upon the leased premises, except the movable furniture’s and fixtures put in at the expense of the LESSE and removable without defacing or injuring the building or the leased premises, shall become the property of the LESSOR and shall remain upon the and be surrendered with the leased premises, a part thereof at the termination of the lease, without compensation to the LESSEE.

No shades, awnings blinds or window guards shall de installed or used in the premises without the prior written consent of the LESSOR.

6. The LESSE shall, at his expense, maintain the leased premises in a clean an sanitary condition free from noxious, disturbing noises, or other nuisances and upon the expiration of the lease, shall surrender and return the premises and fixtures in as good condition as they were actually found at the beginning of the leas, ordinary wear and tear excepted. The LESSE shall not drive nails, screw, hooks or other abutments on the walls, frame or other portions of the building nor in any manner deface or damage any part of the premises of the building. Any injury or damage caused or done by the LESSE may be repaired by be repaired by the LESSOR. For the account of the LESSEE.

The LESSEE shall provide itself, at its own cost and expenses, with receptacle which the municipal ordinances require to hold and contain waste matter, garbage and refuse, and shall deposit them within its own premises or at such places as may be designated by the LESSOR.

The sidewalk, entries, passage, corridors, of the building shall not be obstructed or used by the LESSE for any purposes other than for ingress to or aggress form the leased premises of the building.

The LESSEE shall not bring into or store in the leased premises highly inflammable, explosive or obnoxious materials nor install therein any apparatus, machinery or equipment which may cause tremors or noise, or emit fumes, gases or odors, or expose the leased premises to fire or damage or increase the fire hazard of the building or change the insurance rate of the building or any other article which the LESSOR may reasonable prohibit.

The LESSEE shall comply with all the rules, regulations, ordinance and laws made by the health or other duly constituted authorities of the Municipal Local Government arising from or regarding the use, occupancy and sanitation of the leased premises.

The LESSEE shall indemnify and hold harmless the said LESSOR against all actions, suits, damages, and claims by whomsoever they may be brought or made by the non-observance or non-performance of the said rules, regulations, ordinances or laws of any of the covenants of this contract, without prejudice to the right of the LESSOR to cancel this lease in accordance with the penal provisions hereinafter contained.

7. The LESSE shall, pay for its water, gas, telephone service, electricity and other public services or utilities.

8. The LESSE hereby assumes full responsibility for any damage which may be caused to the person or property of third parties while remaining either casually or on business in any part of the premises leased to free and harmless from any such claim for injury or damage is due to the gross negligence of the LESSOR.

The LESSOR shall not be liable nor responsible:

(a) for the presence of bugs, vermin, ants, termites, insects, if any, in the leased premise or

(b) for the failure of water supply and/ or electric current; or

(c) for any article delivered or employees, or

(d) for any injury, loss or damage which the LESSEE, his agents or employees might sustain in the premises due to any causes what so ever; or

(e) for any damage done or accessioned by, or rising from plumbing, gas water and/or other pipes, or the bursting, leaking or destruction of any cistern, tank wash stand, water closet, or water pipe in, above, upon or about said leased premises, nor any damages arising from acts or negligence of LESSEE of its agents, employees, representative or any all other persons;

(f) for any damage caused by fire, earthquake war, or any unforeseen cause.

9. In case damage to the leased premises or its appurtenances by fire, war or any unforeseen, the LESSE 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 this agents, clerks, servant, or visitors, the injury shall be repaired, at the expenses of the LESSOR, as speedily as possible, after such notice; but if the building or the leased premises be so nearly destroyed as to make it untenable, without the fault or neglect of the LESSEE, either party may demand the rescission of the this contract.

No comments or claimed shall be allowed against the LESSOR by reason of inconvenience, annoyance, or injury to the business arising out of the necessity of repairing any portion of the building, however, the necessity may arise.

10. The LESSE shall aloe the LESSOR to make repair, or to undertake those works, for preservation, decoration or improvement of the building or the leased premises.

11. The LESSOR reserves the right to revise the rent agreed upon in case of change the present assessment of the building or land on which it is erected, or in the event of the levy or special assessment on the property, and to apportion such assessment among all the tenants of the building.

In case extra ordinary inflation or deflation of the currency stipulated should supervene during the affectivity of this contract, the value of the currency it the time of the establishment of the obligation shall be the basic of payment as provided for in Art. 1250 of the Civil Code.

12. The LESSE may install the necessary installation required by its business provided strength and general as well as the beauty and appearance of the building or the leased premises are not hereby impaired or otherwise adversely affected and, provided further, that the other conditions this contract are not thereby violated.

The installation of additional electric, water, telephone service, teletype and/or gas connections in the leased premises shall be for the account and expense of the LESSE, 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 premises: provide, however, that in the installation of additional electrical appliances, such as water coolers, air conditioner, office refrigeration, fans, etc. wherein extra outlets will be needed, the LESSEE shall first furnish the LESSOR with a plan of such additional outlets for its approval and the LESSEE shall imply only the services of an electrician or otherwise hire the licensed electrician of the LESSOR so that the additional load of current shall be within the capacity of main switch of the panel on the corresponding floor, thereby minimizing fire hazard, and shall further comply with the requirements of the Fire Department and/or of the Municipal Electrician Eng’s..

13. The LESSEE agree to return and surrender the premises at the expiration of the term of this lease in as good condition as reasonable wear and tear will permit and without any delay what so ever, devoid of all occupant, furniture, articles and effects of any kind other than such alternations, conditions, additions or improvements which LESSOR may elect to take, in accordance with the provisions of Section 5 hereof.

If said premises is not surrendered at the expiration of the term, the LESSE shall be responsible to the LESSOR for all damages which the LESSOR shall suffer by reason thereof and will identify the LESSOR against any all claims made by any succeeding tenant against the LESSOR, resulting from delay by the LESSOR in delivering possession of the premises to such succeeding tenants, as far as such delay is occasioned by the failure to surrender the premises time.

14. Disturbance or discontinuance of the possession of the leased premises by the LESSEE by causes beyond the control of the LESSOR shall confer no rights of any kind to the LESSE as against the LESSOR.

15. This lease goes not extend to the outside portion of building corresponding to or opposite the leased premises, and the painting, putting or affixing or business notice, sign or other advertising medium in accordance with Section 4 of this Contract shall not be construed as an extension of this lease to the outside portion of the building.

16. In case of the leased premises shall be abandoned before the expiration of this lease, the LESSOR is here by expressly authorized to enter the same as this agent of the LESSEE, either by force or otherwise without being liable to any prosecution therefore; to relent the same as such agent of the LESSEE, to receive for any deficiency; to take possession of any and all furniture, fixture merchandize, property, etc., including their contents, whatever they may be found outside the leased premises, and to sell and/or all of them, whether at a public or private sale; to sign and execute, for and in the name of the LESSEE, the corresponding deed of sale, assignment, endorsement, negotiation, etc., in connection therewith; and apply the proceeds thereof to any obligation which the authority herein given are hereby ratified and confirmed as the valid and lawful acts of the LESSEE.

17. The failure of the LESSOR to insist upon a strict performance of any of the terms, conditions and covenants shall not be a relinquishment of weaver of any rights or remedy that said LESSOR may have, nor shall it be constructed as a weaver of any subsequent breach or default of the terms, conditions and covenants hereof, which terms, conditions and covenants shall continue in full force and effect, no weaver by the LESSOR of any of its right under this contract shall be deemed to have been made unless expressed in writing, signed by the LESSOR.

18. The LESSEE agrees that all the covenants 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 lease at the discretion of the LESSOR may be terminated and cancelled forthwith and the LESSEE shall be liable for any and all damages, actual and consequential, resulting from such default and termination.

Should be LESSOR be compelled to seek judicial relief against the LESSE, the latter shall, in addition to the damages mentioned in the proceeding paragraph, pay an amount equivalent to 20% of the amount of the amount claimed in the complaint as attorney’s fees with a minimum of Php 500.00, aside from the costs of the litigation and other expenses which the law mat entitle the LESSOR to recover from the LESSEE.

Provision of penal character in the other sections of this contract shall be considered as cumulative to the relief granted by this section.

19. The LESSEE especially warrants that it is the sole and absolute owner of all property, furniture, fixture machines, appurtenance, etc., brought by into the leased premises; and hereby, solemnly binds itself no to allow the property of any third party to remain or to be left therein without previously notifying the LESSOR, consequently, unless the LESSOR is so previously notified by the LESSEE, all properties found in the leased premises shall be conclusively presumed to belong to the LESSE and shall be subject to the LESSOR”S lien.

IN WITNESS WHEREOF, the parties here to have caused this instrument to be duly executed on the day, month, year, and place herein before mentioned.

DENEB S. TAMPOL REGINO F. LIPATA

(LESSOR) (LESSEE)

SIGNED IN THE PRESENCE OF:

__________________________________________

__________________________________________

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in ________________this _____________________ day of ______________________, 2006 personally appeared _______________________________ with Residence Certificate No. _______________ issued at ________________________ on _______________ and __________________ with Residence Certificate No. _________________ issued at ____________________ on ______________, both known to me and by me known to be the same persons who executed the forgoing instrument consisting of Six (6) pages by them and their instrumental witnesses on page five (5) and on the left hand margin of each every page and they acknowledged to me the same is their free and voluntary act and deed.

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