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                                                                    EXHIBIT 10.6

                                CONTRACT OF LEASE




         This Contract of Lease (the "Contract") made and entered into this
July 25, 2003 at Makati City, Philippines, by and between:


         MEGAWORLD CORPORATION, a corporation duly organized and existing under
         and by virtue of Philippine laws with business and postal address at
         the 28th Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati
         City, represented herein by its First Vice President for Finance and
         Administration, MS. LOURDES G. CLEMENTE (hereinafter referred to as
         "LESSOR")


                                     - and -


         EPIXTAR PHILIPPINES IT-ENABLED SERVICES CORPORATION, a corporation duly
         organized and existing under Philippine laws, with office address at
         3/F Floor Vernida IV Building, 128 L. P. Leviste St., Salcedo Village,
         Makati City, represented herein by its Director, GIDEON JAVIER
         (hereinafter referred to as "LESSEE")


                                WITNESSETH THAT:


         WHEREAS, LESSOR has offered to transfer to LESSEE the physical
possession, use and enjoyment under the concept of a lease of certain areas
(hereinafter referred to as the "Leased Premises) in Eastwood City, 188 E.
Rodriguez, Jr. Avenue (C-5 Road) cor. Eastwood Avenue, Bagumbayan, Quezon and
more particularly described in the attached Essential Provisions which is marked
as Annex "A" and made an integral part of this Contract, and LESSEE is willing
to lease the Leased Premises from LESSOR;

         NOW, THEREFORE, for and in consideration of the payment of rents and
other sums due hereunder, and the faithful compliance with all the conditions
and covenants hereinafter contained, LESSOR hereby leases, lets, and demises
unto LESSEE, and the latter does hereby accept under lease, the Leased Premises;

         This lease is granted by LESSOR and accepted by LESSEE subject to the
following terms, covenants, conditions and restrictions.

             ARTICLE 1 - LEASE TERM AND DELIVERY OF LEASED PREMISES

         1.1 TERM - This lease shall be for a term specified in Annex "A".
Unless otherwise renewed under the conditions established hereunder, this lease
shall not be deemed extended beyond the date specified herein for its
termination for any reason whatsoever. There shall be no tacit renewal of this
Contract, notwithstanding the continuation of LESSEE in the possession of the
Leased Premises for any length of time after expiration of the term of this
lease.

         This lease may be renewed upon the written agreement of LESSOR and
LESSEE and under such terms and conditions as may be acceptable to them;
provided, that LESSEE shall have faithfully complied with all the terms of this
Contract and LESSEE shall have notifed LESSOR in writing of its desire to renew
the lease at least one hundred eighty (180) calendar days prior to its
expiration. In the event that LESSOR and LESSEE are unable to agree on the terms
and conditions under which this lease shall be renewed on or before ninety (90)
calendar days prior to the expiry of this lease, then this lease shall
automatically terminate and LESSOR shall be entitled to the rights granted
under this Contract by reason of such termination.

         1.2 DELIVERY OF LEASED PREMISES - LESSOR shall deliver to LESSEE
physical possession of the Leased Premises on the date specified in Annex "A".
Upon delivery of the Leased Premises, LESSEE may commence any and all works
necessary to render the Leased Premises suitable for its use in accordance with
plans and specifications approved by LESSOR.


                     ARTICLE 2 - USE OF THE LEASED PREMISES

         2.1 CONTRACTOR'S ALL RISK INSURANCE - Should LESSEE decide to conduct
construction or renovation works on the Leased Premises, LESSEE shall cause its
contractor, prior to the commencement of any construction or renovation work, to
obtain a Contractor's All Risk (CAR) Insurance from a reputable insurance
company accredited by LESSOR to cover the contract works, owner-supplied
materials, the Leased Premises and properties surrounding the Leased Premises;
liability to persons due to bodily injury and property damage in the course of
construction or renovation arising out of or in connection with the fault or
negligence of LESSEE, its contractors, suppliers or workers undertaking such
construction or renovation or the failure of LESSEE to comply with LESSOR's
construction guidelines and house rules for the Building or all other
requirements prescribed by LESSOR for the performance of such construction or
renovation work.

         2.2. CASH DEPOSIT - Prior to the commencement of any construction or
renovation work on the Leased Premises, LESSEE shall submit to LESSOR a cash
deposit (the "Cash Deposit") amounting to Five Hundred Thousand Pesos
(P500,000.00), to answer and stand as security for the immediate repair or
reconstruction of any damage caused to the Leased Premises, Common Areas, injury
to any person and/or damage to property of other persons. In the event that the
Cash Deposit is not sufficient, LESSEE shall be obliged to submit to LESSOR,
within three (3) days from demand, additional Cash Deposit to cover the
deficiency. The outstanding balance, if any, of the said Cash Deposit


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shall be returned to LESSEE within thirty (30) days from issuance by LESSEE of a
Certification, conformed to by LESSOR, attesting to the completion of all
construction or renovation work on the Leased Premises.

         2.3 USE - The Leased Premises shall be used exclusively for the purpose
and in the manner stated in Annex "A". LESSEE shall not divert the Leased
Premises to other uses, without the prior written consent of LESSOR, it being
expressly agreed that if, at any time during the term of this lease and without
the previous written consent of LESSOR, the Leased Premises are used for
purposes other than what has been agreed upon, LESSOR shall have the right to
(a) cancel this Contract in accordance with Article 13 hereof; (b) increase the
rent; or (c) compel LESSEE to stop any unauthorized activity therein.

         2.4 CONDUCT OF BUSINESS - LESSEE shall at all times, during the term of
this lease, conduct its business in a reputable manner in accordance with the
urban design quality of the building in which the leased Premises are located
(the "Building"). All the government permits or licenses which are necessary or
appropriate for the conduct of business by LESSEE in the Leased Premises shall
be obtained by LESSEE and shall be maintained by LESSEE for the duration of the
lease term or renewal thereof. All costs and expenses to be incurred in
connection with securing, maintaining or renewing said permits or licenses shall
be for the account of LESSEE.

         2.5 COMMON USE - The lease of the Leased Premises from LESSOR shall
include the use, in common with other lessees of the Building, of the Common
Areas (as hereinafter defined) as far as the same are necessary for the use or
enjoyment of the Leased Premises and subject to the right of LESSOR to restrict
such use in any way. Common Areas refer to all areas and facilities located or
installed within or affixed to or outside of the Building, which are installed
and provided for the general use and convenience of all or some of the lessees
and/or occupants in the Building, their respective clients, employees, customers
and guests.

         2.6 EXCLUSIVE RIGHTS OF LESSOR - The grant of this lease shall,
however, not prejudice or adversely affect the following exclusive and absolute
rights of LESSOR

         (a) to provide for the free and uninterrupted passage and running of
water, drainage, electricity, telecommunications or other public utilities or
services through the installation of conduits, pipes, wires, cables or ducts as
are' now or may hereafter be installed in, on or under the Leased Premises,
serving or capable of serving the Building, or the Common Areas or any adjoining
property, and to enter the Leased Premises to inspect, repair or maintain such
conduits, pipes, wires, cables or ducts at least forty-eight (48) hours after
the issuance of a prior written notice to LESSEE, except in cases of emergency
when such notice shall not be required. Any such activity shall be effected in a
manner as to cause the least inconvenience to LESSEE, its employees and/or
guests;

         (b) to erect, alter or consent to the erection or alteration of any
building located on any adjoining or neighboring property, or to deal with such
neighboring or adjoining property as LESSOR shall see fit;

         (c) to enjoy subjacent and lateral support from the Leased Premises for
the remainder of the Building;

         (d) to name or re-name the Building with any such style or name and,
from time to time, to change, alter, substitute or abandon any such name,
without compensation to LESSEE or the other tenants of the Building; provided,
that LESSOR shall give LESSEE not less than two (2) months' prior written notice
of LESSOR's intention to do so;

         (e) to improve, change, alter, extend, reduce, add or otherwise deal in
any manner with the arrangement, design or decoration of the Common Areas;
provided, that in exercising such right, LESSOR will endeavor to cause as little
inconvenience to LESSEE as practicable under the circumstances;

         (f) to make, impose, adopt, supplement, abolish or amend such
regulations as it may consider necessary for the management, operation or
maintenance of the Building, operation and use of the Common Areas, any parking
areas, roads, sidewalks, driveways, entrances or exits; provided, that such
regulations or amendments do not conflict with or supersede this Contract, or
increase LESSOR's obligations or decrease its rights as herein stated;

         (g) to appoint, ratify or confirm a property manager (the "Property
Manager") which shall manage and administer the Building and the Common Areas
and to delegate to such Property Manager the power to adopt rules and
regulations as the latter may deem necessary for the management, maintenance or
operation of the Building and the Common Areas, and to implement the rules and
regulations adopted by LESSOR pursuant to Article 2.6(f), except that the
amounts to be spent for the maintenance, operation and management of the Common
Areas shall be subject to the approval of LESSOR and LESSEE; and for this
purpose, any notice, act, decision, forbearance or consent required to be given
or done hereunder shall be fully and effectively done or given if expressed to,
by or on behalf of such Property Manager; and

         (h) to undertake the improvement of the Building or the Common Areas or
any development work in an adjoining lot, within the vicinity of the Building,
in such a manner as to cause the least inconvenience to LESSEE, its employees,
guests, customers and clients; and for this purpose, LESSEE shall not hold
LESSOR liable for any resulting disturbance or discomfort arising out of such
development work or improvement.


                       ARTICLE 3 - RENT AND OTHER PAYMENTS


         3.1 COMMENCEMENT OF RENTAL PAYMENT - The commencement of the obligation
of LESSEE to pay rent, the amount of rent due from LESSEE and the manner of
payment of rent shall be governed by the provisions of Annex "A". The rent due
from LESSEE shall automatically be subject to annual escalation at the rate
specified in Annex "A".

         3.2 TAXES - LESSOR shall be responsible for the payment of the current
rate of real property taxes on the Leased Premises. LESSEE shall be liable for
any increase in the real property tax due to improvements introduced by LESSEE.
In the event that, at any time during the term or renewal of this lease, the
real property tax on the Building or the land on which it stands shall be
increased or there shall be levied any new or additional ass ient or charge on
the
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Building or the land on which it stands, then the rental in force on the date
the real property tax, assessment or charge is increased or imposed shall
likewise be increased in direct proportion to the increase in or additional real
property taxes, assessments or charges.

         Other than LESSOR's income taxes or taxes required to be withheld from
the rentals due to LESSOR but which shall be credited against LESSOR's income
taxes, all taxes accruing by reason of the receipt of rentals by LESSOR,
including the Value-Added Tax, if any, as well as the documentary stamp taxes or
other taxes accruing by reason of the execution of this Contract shall be for
the account of LESSEE.

         3.3 SECURITY DEPOSIT - Upon execution of this Contract, LESSEE shall
provide LESSOR with a security deposit in cash in an amount specified in Annex
"A" to answer and stand as security for the proper and due performance of all of
LESSEE's obligations under this Contract. The existence of such security,
however, does not and shall not excuse LESSEE's non-payment of rent or of any
other sum required to be paid hereunder on the due date specified therefor.

         The security deposit or any balance thereof shall be returned to
LESSEE, without interest, within sixty (60) days after the expiration of the
term of this lease, and after LESSEE shall have completely and satisfactorily
vacated and delivered, the Leased Premises to LESSOR, less whatever amounts
LESSEE may owe LESSOR or which LESSOR may apply against the security deposit as
provided hereunder. It shall be understood, however, that the application of the
security deposit against any unpaid obligations of LESSEE shall be effected only
at the termination of the lease. LESSOR shall, notwithstanding the delivery of
the Leased Premises to LESSOR by LESSEE, have the right to withhold any
portion of the security deposit until LESSOR shall have received statements of
account from utility companies supplying telephone, water, electric power or
public utility services to the Leased Premises, covering the period ending on
the date LESSEE shall have completely vacated and delivered the Leased Premises
to LESSOR. The amount withheld shall answer for such payment and the remaining
amount shall be returned to LESSEE without interest. Likewise, should LESSEE
have any other obligation which remains due and unpaid under any other contract
with LESSOR, LESSOR shall have the right to apply the amount of these unpaid
obligations against the security deposit in settlement thereof, upon the
termination of the lease.

         The security deposit shall, however, be forfeited in favor of LESSOR
upon the occurrence of any of the following events: (i) LESSEE fails to occupy
the Leased Premises for the full term of the lease or any extension or renewal
thereof, or (ii) this Contract is terminated by LESSEE for whatever reason prior
to the expiry date of its term, other than those reasons indicated in Articles
12.2, 12.3, and 14.2. Upon the occurrence of any of these events, the security
deposit (or the balance thereof which should otherwise have been returned to
LESSEE had such termination not have occurred) shall be forfeited in favor of
LESSOR, in addition to whatever damages which may be due by virtue of the
termination of this Contract. In the event, however, that this lease is
terminated at the instance of LESSOR without any fault or negligence of LESSEE
but with its conformity or at the instance of LESSEE pursuant to Articles 12.2,
12.3, and 14.2, the security deposit or any balance thereof shall be returned to
LESSEE, net of the amounts which may be deducted therefrom pursuant to this
Article.

         3.4 ADVANCE RENTAL - Upon execution of this Contract, LESSEE shall pay
to LESSOR Advance Rental in an amount specified in Annex "A", which amount shall
be applied against the rent for the period specified in Annex "A".

                      ARTICLE 4 - COMMON AREAS AND PARKING


         4.1 USE OF COMMON AREAS - During the term of this lease, LESSEE and its
employees, agents, customers and guests shall have the privilege to use the
Common Areas in common with all the other lessees of the Building, subject to
any rights, powers and privileges reserved to LESSOR, in accordance with and
subject to the applicable agreement executed among them or any rules and
regulations imposed by LESSOR. It is hereby understood that the use by LESSEE
of the Common Areas may be denied, restricted or regulated pursuant to this
Article or any rules and regulations imposed by LESSOR; provided, that the
denial or restriction of access by LESSEE to the Common Areas shall not be
unreasonably imposed nor shall such denial or restrictions affect LESSEE's free
access to the Leased Premises or the use of the Leased Premises by LESSEE in
accordance with Article 2.3 hereof.

         4.2 OPERATION BY THE LESSOR - During the term of this lease, LESSOR,
through the Property Manager, shall operate, manage, and maintain the Common
Areas. The manner in which the Common Areas shall be maintained, operated and
managed shall be subject to the mutual agreement of LESSOR and LESSEE. The
amounts to be spent for such maintenance, operation and management, shall be
subject to the approval of both LESSOR and LESSEE. The use of the Common Areas
shall be subject to such reasonable regulations and charges which may be imposed
from time to time by LESSOR. LESSOR shall have the right to close, if necessary,
all or any portion of such areas, to such extent as may be legally sufficient in
the opinion of LESSOR's counsel, to prevent the accrual of rights of any person
or of the public therein, or to close temporarily all or any portion of such
areas for whatever reason.

         LESSOR shall have the sole and exclusive jurisdiction and the right to
police and control the traffic in parking areas, roads, sidewalks, common
driveways, entrances and exits and LESSOR, at its expense, shall have the right
to require LESSEE to close or change any of the exits or entrances of the Leased
Premises during the period when the redevelopment of the Building or the Common
Areas is being undertaken.

         4.3 COMMON AREA CHARGES - Commencing upon the effectivity of this lease
and in addition to the payment of rental and other amounts due hereunder, LESSEE
shall pay to LESSOR, on the due date specified in the applicable statement of
account, LESSEE's monthly share in the Common Area Charges, which shall include
all costs and expenses incurred or to be incurred in the operation, management,
repair and maintenance of the Common Areas, including building insurance, taxes
and charges imposed by the Eastwood City Estates Association, Inc., excluding
those portions of the Common Areas which are reserved for the exclusive use of
persons other than LESSEE, at such rates as may be determined by LESSOR.
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         The rate of Common Area Charges shall be correspondingly increased in
the event that the utility company or service agency increases the
utility/service charges payable in connection with the service or utility
provided to the Common Areas or Leased Premises. The amount of such increase
shall be effective and demandable on or during the month in which the increase
in the charges shall have been implemented by the utility company or service
agency.

         4.4 PARKING AREAS - Subject to availability, a specific number of
parking slots in a parking facility may be designated for the use and benefit of
LESSEE and its employees, in accordance with the provisions of Annex "A".

                    ARTICLE 5 - PUBLIC UTILITIES AND SERVICES


         5.1 UTILITY CHARGES - All deposits, fees, costs or other charges to be
incurred for supplying the Leased Premises with power, water, telephone,
telecommunications, and other public services or utilities shall be borne by
LESSEE and shall be based on the actual consumption or use thereof by the Leased
Premises. To the extent applicable, LESSOR may require LESSEE to make payment of
such deposits, fees, costs or other charges directly to the company supplying
such utilities or services to the Leased Premises or Building. Reimbursement for
or payment of deposits, fees, costs or other charges for the use or consumption
of water, electricity or other utilities for the Leased Premises which are not
paid directly to the utility companies during any given month will be payable to
LESSOR on the due date specified in the applicable statement of account.

         5.2 AIR-CONDITIONING - The air-conditioning system for the Leased
Premises is specified in Annex A-1 hereof. LESSEE requires a cooling capacity of
70 tons per floor for the 5th and 6th floors and 60 tons per floor for the 7th
to 11th floors. The operation of the air-conditioning system exclusively
servicing the Leased Premises shall be determined by LESSEE in coordination with
LESSOR.

         5.3 WATER - LESSEE shall pay for the cost of water consumption in the
rest rooms found within the Leased Premises and designated for the exclusive
use of LESSEE, its clients, guests, customers or employees, if any.

         5.4 ELECTRICITY - LESSEE requires an electrical loading capacity of 100
KVA per floor for the 5th through 11th floors, excluding air-conditioning
system. The cost of any electrical load upgrade shall be shouldered by LESSOR.

         5.5 PEST CONTROL - LESSEE shall be responsible for providing pest
control services to the Leased Premises at its own expense.

         5.6 EMERGENCY POWER - LESSEE shall pay and discharge all charges for
any emergency power which may be supplied to the Leased Premises at the rate
fixed by LESSOR (as may be adjusted as and when the cost of diesel fuel
increases) based on the number of kilowatts consumed by the Leased Premises as
evidenced by a meter which may be separately provided for this purpose.

         5.7 TELEPHONE - The Building is provided with a telephone entrance to
the Leased Premises. LESSEE shall be responsible for the installation, including
the cost thereof, of additional risers and cables in accordance with LESSEE's
requirements. It shall also be LESSEE's responsibility to arrange with the
appropriate telephone company for the installation of LESSEE's telephone lines.

         5.8 MANNER OF PAYMENT - For utilities supplied by LESSOR to the Leased
Premises, reimbursement of the aforementioned utilities and/or services under
this Article during any given month shall be payable to LESSOR on the due date
specified in the applicable statements of account.

         5.9 DISCONNECTION OF UTILITIES - In the event that LESSEE fails to pay
for the charges or fees incurred in connection with the supply, consumption and
use of air-conditioning, telephone, telex, facsimile, telecommunications,
electricity, water and other public services and utilities to the Leased
Premises and/or the Common Areas for an aggregate period of one (1) month,
LESSOR shall have the right to disconnect or discontinue the supply thereof for
as long as any such charges or fees remain unpaid. This right shall be in
addition to its other rights provided for in Article 13.2.

         Where the pertinent contract of utility service is in the name of
LESSEE and where billings for the consumption of utilities are issued by the
relevant utility provider in the name of LESSEE, LESSOR shall not have the right
to disconnect utilities or discontinue supply thereof to the LEASED PREMISES on
the ground of non-payment of utility bills. In cases where LESSOR is given the
right to disconnect utilities or discontinue the supply thereof to the Leased
Premises, LESSEE shall be served with a written notice of disconnection at least
fifteen (15) days before the intended date of disconnection.

         5.10 ADDITIONAL INSTALLATIONS - LESSEE may, if it so desires, request
LESSOR for the installation at the Leased Premises and at LESSEE's expense of
additional comfort rooms or other public utility fixtures or facilities,
including, but not limited to, electric, water, telephone fixtures or
facilities. LESSOR may choose to deny or approve such request at its discretion
or subject its approval of the same to such conditions as LESSOR may impose. All
permits which may be required for the installation and operation of these
additional fixtures and facilities, when so approved by LESSOR, shall be
obtained and maintained by LESSEE at its expense. LESSEE shall also be
responsible for the payment of all charges, costs, expenses, dues, assessments,
levies or taxes which may be imposed in connection with the installation,
operation, repair or maintenance of such additional fixtures and facilities.
LESSEE shall comply with all the rules, regulations and requirements imposed by
the appropriate government agencies or public utility companies in connection
therewith.

         For the purpose of obtaining the prior approval of LESSOR for the
installation of additional public utility or public service facilities in the
Leased Premises, LESSEE shall submit to LESSOR the necessary plans and
specifications for the installation of the said facilities or fixtures. Such
installation should be made by a licensed electrician or
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technician approved or employed by LESSOR and in such manner as to cause no
injury to the Leased Premises or to the Building. LESSOR reserves the right to
require LESSEE to use LESSOR's building contractor for any renovation of the
Leased Premises when, in LESSOR's best judgment, the proposed renovation may
adversely affect any of the warranties or guarantees given by any of the
contractors of the Building. Any resulting additional electrical load of current
and structural load must be within the maximum capacity of the electrical
current supplied to the Leased Premises.

         5.11 JANITORIAL SERVICES - LESSOR shall cause janitorial services to be
provided to the Common Areas, the cost of which shall form part of the Common
Area Charges.

         5.12 SECURITY GUARD SERVICES - LESSOR shall cause security guard
services to be provided for the Building, the cost of which shall form part of
the Common Area Charges. The number, schedule and scope of services to be
provided by security guards shall be subject to the discretion of LESSOR. It is
understood that LESSOR shall not be accountable or liable for any loss, injury
or damage that may be suffered in the Leased Premises by reason of theft,
robbery, arson or any other crime, unless the same shall be due to the
inexcusable fault or gross negligence of LESSOR.

         LESSEE may, at its own expense, provide for its own security guards
within the Leased Premises, who shall, however, coordinate security measures
with the security guards of the Building.

         5.13 ELEVATORS - The operating schedule of the elevators servicing the
Leased Premises shall be determined by LESSEE in coordination with LESSOR

         5.14 NO RESPONSIBILITY - LESSOR assumes no responsibility for the
inadequacy, quality or interruption in the utilities or services consumed or
supplied in or to the Leased Premises under Article 5 herein, unless the same be
due to LESSOR's inexcusable fault or gross negligence.

                        ARTICLE 6 - THE PROPERTY MANAGER

         LESSOR shall appoint a Property Manager which shall manage, administer
and maintain the Building and the Common Areas. LESSOR shall delegate to such
Property Manager the power to adopt rules and regulations as the latter may deem
necessary for the management, maintenance or operation of the Building and the
Common Areas and to implement said rules and regulations. Provided that, the
amounts to be spent for the maintenance, operation and management of the Common
Areas shall be subject to the approval of LESSOR and LESSEE. In consideration of
this lease, LESSEE agrees to pay, within the stipulated periods, all Common Area
Charges, interests, penalties and other amounts in respect of the Leased
Premises that may be levied or imposed by the Property Manager on the lessees of
units in the Building. LESSEE further agrees to abide by and comply with all
existing rules and regulations as well as those that may be promulgated from
time to time by the Property Manager; and also comply with all requirements,
regulations, ordin4rtees and laws prescribed by the government or other
competent authorities regarding the use, occupancy, maintenance and sanitation
of the Leased Premises, the Common Areas and/or Building.

         The Property Manager shall competently and efficiently perform all its
obligations pertaining to the management, administration and maintenance of the
Building and Common Areas. In case of breach of said obligations, the Property
Manager shall have thirty (30) calendar days from LESSEE's notice of said breach
within which to rectify said breach to the satisfaction of the LESSOR and
LESSEE. Should the breach continue to exist despite the lapse of said period,
LESSEE shall have the right to require LESSOR to replace the Property Manager
and not later than ten (10) days from receipt of LESSEE's written notice
requiring such replacement, LESSOR shall cause the replacement of the Property
Manager in breach, without prejudice to other remedies available to the LESSOR
under the pertinent management contract or to the LESSEE under law or equity.

                ARTICLE 7 - INTEREST AND APPLICATION OF PAYMENTS

         LESSEE shall pay LESSOR interest at the rate of three percent (3%) per
month on any amount due hereunder which remains unpaid on the date on which such
payment falls due as provided thereunder. Interest shall be computed from the
date payment falls due until payment of the outstanding account is effected in
full.

         Interest charges shall be computed daily and compounded monthly and
shall apply to any and all amounts which remain unpaid on the due date
thereof, including, but not limited to, unpaid rent, security deposit, advance
rental, Common Area Charges, expenses and utility charges, if any.

         The payment of interest charges as provided hereunder shall not be a
substitute for, and shall be in addition to, the payment of the amount otherwise
due thereunder, and shall not prejudice the exercise by LESSOR of any other
right or remedy granted to it under this Contract.

         Any payment received by LESSOR shall be applied against the statement
of account or billing with the earliest date. In the event that the payment of
interest, rent or other charges is covered by one statement of account, then the
payment received by LESSOR shall be applied in the payment of obligations stated
therein in the following order of priorjty: (i) first, against the interest due,
(ii) then, against unpaid rent, security deposit, advance rental, Common Area
charges or utility charges. Should the payment received be insufficient to
completely settle any outstanding obligation, whether covered in one statement
of account or billing, or otherwise, then subsequent payment(s) to be received
from LESSEE shall be applied in the payment of such unpaid amount.

                                ARTICLE 8 - LIEN

         Unpaid rents and charges payable by LESSEE to LESSOR under this
Contract shall constitute a preferred lien on all personal properties of LESSEE
found or located in the Leased Premises in accordance with Articles 2241 and
2243 of the Civil Code. For this purpose, LESSOR is hereby authorized to prevent
the removal of the said properties from the Leased Premises or demand their
return from any possessor thereof. The lien shall not, however, extend to the
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                                       6


information contained in any such personal properties, it being understood that
ownership over such information shall at all times pertain to LESSEE.

                    ARTICLE 9 - LESSEE'S ADDITIONAL COVENANTS


         LESSEE agrees that, in addition to its other undertakings under this
Contract, and unless it has obtained the prior written consent of LESSOR for
the performance of an act or deed which is otherwise prohibited under this
Contract, it will abide by the following:

         9.1 ASSIGNMENT OR TRANSFER - It is expressly understood and agreed that
the personal character of LESSEE and the nature of occupancy of the Leased
Premises are special considerations for LESSOR's grant of this lease to LESSEE.
Accordingly, LESSEE shall not assign or transfer its rights under this Contract,
nor sub-lease all or any part of the Leased Premises or enter into any
arrangement whereby the use or possession of any part of the Leased Premises is
transferred to any person, except in the manner provided in Annex "A". No right,
title or interest to, in and under this Contract or the Leased Premises shall
be deemed conferred or vested in any person other than LESSEE, except as
otherwise provided in Annex "A".

         9.2 MORTGAGE - LESSEE shall not mortgage, encumber or create any
security interest in and to the leasehold rights granted hereunder to LESSEE.

         9.3 NOTICES AND SIGNS - LESSOR shall allow LESSEE to affix its signage
to the exterior of the Building, provided, that prior to affixing any such
signage, LESSEE shall submit to LESSOR for its approval, the proposed design,
specifications, location and materials to be used for the aforementioned
signage, the approval for which shall not be unreasonably withheld.

         9.4 NAMING RIGHTS - LESSEE shall have naming rights to the Building for
the duration of the lease. LESSOR and LESSEE agrees that the Building shall be
known as "Epixtar House" for the duration of the lease. LESSEE agrees that
LESSOR's name shall not be used in any confusing, detrimental or misleading
manner in connection with LESSEE's own business or trade name.

         9.5 ALTERATIONS, ADDITIONS OR IMPROVEMENTS - LESSEE shall not make any
alteration, addition, or improvement within the Leased Premises or in any of the
Common Areas or effect the installation of any fixture without the prior written
consent of LESSOR, which consent shall not be unreasonably withheld especially
when such alteration, addition, improvement, or fixture is required in the
conduct of LESSEE's business in the Leased Premises and is consistent with the
use of the Leased Premises as specified in Article 2.3 hereof and then subject
to such terms and conditions as may be imposed by LESSOR. All authorized
alterations, additions or improvements made by LESSEE as well as any alteration
of, improvement or addition to or installation on the Leased Premises shall be
done in good workmanlike fashion and at LESSEE's cost. All building
architectural, engineering, conceptual plans and specifications for any
alteration, addition or improvement shall be submitted to LESSOR for its
approval at least thirty (30) days prior to the commencement of work on any
such alteration, addition or improvement. LESSOR reserves the right to require
LESSEE to use LESSOR's building contractor for any renovation of the Leased
Premises when, in LESSOR's opinion, the proposed renovation may adversely affect
any of the warranties or guarantees given by any of the contractors of the
Building. The approval by LESSOR of such alterations, additions or improvements
shall in no event relieve LESSEE from the responsibility of obtaining all the
necessary permits and licenses pertaining to such alterations, additions,
improvements, or installations or from paying the necessary taxes, insurance
premium or fees as shall be necessary or appropriate in connection therewith.
LESSEE shall give all the notices required and shall comply with all ordinances,
rules and regulations issued by governmental agencies and public utility
companies having jurisdiction over the same. For purposes hereof, LESSEE shall
submit to LESSOR the CAR Insurance and the Cash Deposit as required by Article
2.1 and 2.2, respectively, prior to the start of any construction or renovation
of the Leased Premises or the Common Areas for the purpose of effecting any
alteration, addition, improvement or installation.

         Consistent with Article 9.24 of this Contract, all such alterations,
additions or fixed improvements made by LESSEE, as well as any alteration,
improvement or installation placed in or on the Leased Premises by LESSOR,
except movable furniture and fixtures placed in the Leased Premises at the
expense of LESSEE and removable without defacing or injuring any ceiling floor,
wall or any portion of the Building or the Leased Premises, shall become the
property of LESSOR at the expiry or termination of this lease, and shall remain
upon and be surrendered with the Leased Premises as part thereof without
compensation for their value to LESSEE. In the event that LESSEE fails to comply
with the provisions of this Article, LESSOR shall be entitled to apply the total
cost of damages incurred by reason of such violation against the amount of the
security deposit specified under Article 3.3 of this Contract. Should the amount
of the security deposit be insufficient to cover such damages, then, LESSOR
shall be entitled to receive from LESSEE the amount of any deficiency.

         9.6 DRILLING OR DEFACING - LESSEE shall not make, permit or suffer any
act, installation, alteration or addition to be made or done in or to the Common
Areas, the Leased Premises or any part of the Building which may cause damage
thereto including, without limitation, any cutting, maiming, marking, defacing
or drilling into or of any part of the Building, Leased Premises or Common
Areas.

         9.7 LOAD LIMITATIONS - LESSEE shall not bring, install, place or
suspend any load, apparatus, equipment, article or thing into, upon or at any
floor or ceiling or any part of the Leased Premises in excess or in violation of
the maximum weight and permitted locations of certain equipment, apparatus,
article or thing as determined by LESSOR for the floor of the Building where the
Leased Premises are located. The structural load for the Leased Premises shall
be 50 PSF for office spaces and 100 PSF for utility areas and stairs. For this
purpose, LESSEE shall obtain, the prior written approval of LESSOR for the entry
and/or removal of any load or apparatus, equipment, article or thing, into and
from the Leased Premises. LESSEE shall also comply with the requirements imposed
by LESSOR for keeping such equipment, load or apparatus within the Leased
Premises, including the use of supports of such dimension and material, to
distribute the weight of such equipment, load or apparatus as LESSOR may deem
necessary. Neither shall LESSEE install, without the prior written approval of
LESSOR, any air-conditioning equipment in the Leased Premises other than that
provided or approved by LESSOR, nor any other plant, equipment, apparatus or
<PAGE>
                                       7


which requires additional wiring, or which consumes electricity not metered
through the electric meter from which LESSEE's consumption of electricity is
calculated. LESSEE shall not permit, suffer or cause any act to be done whereby
the maximum allowable voltage capacity of the Leased Premises shall be exceeded.

         9.8 SHADES, AWNINGS, BLINDS - LESSEE shall not hang, fix or erect any
shades, awnings, blinds or window guards of any description, shelters or
coverings, wire or aerial wiring, supports, iron brackets or any other thing on
any part of the Building, including the roof or exterior wall of the Leased
Premises, without the prior written consent of LESSOR. If so allowed by LESSOR,
any shades, awnings, blinds or window guards shall be of such size and style as
LESSOR may determine.

         9.9 PROHIBITED USES - LESSEE shall not use, cause or permit the use of
the Leased Premises or Common Areas in any improper manner for any purposes
other than that for which they are respectively intended. Without limiting the
generality of the foregoing, LESSEE shall not use or permit the Leased Premises
or Common Areas to be used as sleeping quarters or domestic premises nor allow
the Leased Premises or the Common Areas to be used for drying, laundry, hanging,
placing or storing any article or thing thereon. The Common Areas shall not be
used for loitering or eating. Neither shall the Leased Premises be used as an
eatery or as a place where food or beverages of any kind are served unless
brought by LESSEE's employees. LESSEE shall not allow the Leased Premises or
Common Areas to be used by any person for canvassing, peddling, touting or
soliciting for business or for distributing any booklet, pamphlet and
advertising material or for any illegal or immoral purpose, or in any manner
which may provide basis for the imposition of a fine, forfeiture or penalty
against LESSOR under the applicable law. Neither shall the Leased Premises be
used for the manufacture or storage of goods, articles or things nor shall it be
used to keep or store any dangerous goods or other explosive or hazardous
substance. No auction, fire, bankruptcy, close-down or similar sales of a retail
business or any unethical type of business operation shall be conducted in the
Leased Premises.

         9.10 NO OBSTRUCTION OF COMMON AREAS - The entries, passageways and
corridors of the Building shall not be obstructed or used by LESSEE for any
purpose other than for ingress to or egress from the Building. No disturbing,
noisy or improper activities shall be allowed to be carried therein or thereon,
using loud speakers, television, phonographs, radios, or other devices which
will be in any manner audible or visible outside the Leased Premises without the
prior written consent of LESSOR. In no instance shall LESSEE place boxes,
cartons, packages, refuse, dust bins, garbage cans, furniture or chattels in the
Common Areas, which should be kept free and clear of all obstructions at all
times. For purposes hereof, LESSOR shall, in addition to its other remedies as
provided hereunder or in law, be entitled, without notice and at LESSEE's
expense, to remove, store or dispose of any such obstruction as LESSOR shall see
fit, without incurring any liability to LESSEE. LESSEE shall on demand pay or
reimburse LESSOR for all the expenses incurred in such removal or storage.

         9.11 LOADING AND UNLOADING OF GOODS - LESSEE shall load and unload
cargoes, goods, articles,or things only during such hours and through such
entrances, elevator lifts, if any, and routes as shall be determined by LESSOR
from time to time. Neither shall LESSEE permit the elevator lifts, if any, to be
used for the carriage of cargo, goods, articles or things the weight of which
exceeds the maximum load limits specified therefor by a notice affixed therein
or as determined by LESSOR.

         9.12 MAINTENANCE OF LEASED PREMISES - LESSEE shall well and
sufficiently preserve, repair and maintain in good, clean tenantable condition,
at its own cost, the interiors of the Leased Premises, including the flooring,
interior plaster or other finishes, doors, windows, cables, conduits, wirings,
sockets, electrical installations, and plumbing fixtures found in or about the
Leased Premises. LESSEE shall not place any cabinet or other heavy furniture
beside the windows of the Building. LESSEE shall ascertain that all electric
equipment are turned off, and all electronic switches and outlets are in the
"off" position after office hours except those machines and switches which
operate its communication facilities such as telex machines, facsimile
machines, servers, and computers. All windows, glass or plate glass of or in the
Leased Premises broken or damaged by LESSEE due to the fault or negligence of
LESSEE, its guests, employees or agents shall be replaced at the cost of LESSEE.
The Leased Premises and all additions and installations supplied by LESSOR shall
be kept in good clean working condition and repair. LESSEE shall provide itself,
at its cost and expense, with receptacles which the appropriate ordinance or
regulations require to hold and contain waste matter, garbage and refuse and
shall keep the same in securely sealed containers and shall dispose of such
garbage on a daily basis in the manner prescribed by LESSOR. It shall keep
drains, pipes, sanitary or plumbing apparatus used exclusively by LESSEE, its
employees, guests, clients or customers in good clean and tenantable repair
condition and in accordance with the requirements imposed by regulations of
governmental authorities and LESSOR. LESSEE shall pay LESSOR for all the costs
in cleaning, repairing or replacing any of the same when found to be blocked or
stopped.

         The obligations of the LESSEE to repair and maintain the Leased
Premises for causes not attributable to the fault or, negligence of the LESSEE
as provided in the preceding paragraph shall be limited to minor and ordinary
repairs, which shall be undertaken by the LESSEE at its sole account. For this
purpose, any repair cost not exceeding the amount of PESOS: Ten Thousand (PhP
10,000.00) per occurrence shall be deemed a minor repair. Repairs needed as a
result of intentional acts or negligent use of the Leased Premises by the
LESSEE, its agents, employees and/or guests, shall be borne solely by the
LESSEE.

         Repairs to the Leased Premises which are required to be made due to
structural defects of the Building shall be solely for the LESSOR's account.

         LESSOR warrants that all air-conditioning, plumbing, electrical and
exhaust systems shall be brand-new and that LESSOR shall test all such equipment
and ensure that they are operational prior to turn-over of the Leased Premises
to LESSEE.

         9.13 INCREASE IN INSURABLE RISK - LESSEE shall not use the Leased
Premises, the Building or any part thereof in any manner which will cause
insurance policies of the Leased Premises or the Building against loss or damage
caused by fire, storm, typhoon, or other insurable perils and/or loss or claims
by third parties to be rendered void and voidable, or whereby the premium due
thereon may be increased; provided, that if as a result of any act, deed, matter
or thing done or permitted by LESSEE, the premium on any such insurance policy
is increased, LESSOR shall be
<PAGE>
                                       8


entitled; without prejudice to any other remedy hereunder, to recover from
LESSEE the amount of such increase and shall be indemnified by LESSEE against
all claims, losses, damages or claims sustained or made against LESSOR by any
person as a result of a breach of this Article.

         9.14 NUISANCES - LESSEE shall not permit or suffer to be permitted any
music or noise to emanate from the Leased Premises or any part thereof which in
the reasonable opinion of LESSOR may constitute a nuisance or annoyance or give
cause for reasonable complaint from LESSOR or other lessees. Neither shall it
permit any odor or noxious smell which in the sole opinion of LESSOR is
offensive or unusual to emanate from the Leased Premises, nor keep or suffer to
be kept any animals or pets inside the Leased Premises, .

         9.15 PROTECTION AGAINST PESTS - LESSEE shall take all such steps and
precautions at its own cost to prevent the Leased Premises from becoming
infested with termites, rats, mice, cockroaches or other pests or vermin. Should
LESSEE fail to maintain the Leased Premises properly such that the same is
infested with pests, LESSOR may employ additional pest control services on the
Leased Premises, the cost of which shall be borne exclusively by LESSEE.

         9.16 COOKING APPLIANCE - LESSEE shall not use any gas burner or any
appliance of similar nature within the Leased Premises. However, LESSEE may be
allowed to use the following appliances in the Leased Premises, i.e. microwave
ovens, refrigerators and coffee makers. The use of other electric cooking
equipment in the Leased Premises shall be allowed, provided that the same shall
be used solely for the heating of food in the Leased Premises.

         9.17 FOOD - LESSEE shall not allow the preparation of food in the
Leased Premises. The delivery, consumption, handling and similar concerns
pertaining to food within the Leased Premises shall be subject to the provisions
of the Building's rules and regulations.

         9.18 BULK DELIVERY - LESSEE shall not deliver or instruct or take the
delivery of furniture, equipment or other bulky items during office hours.
LESSEE may take out of the Building any bulky furniture, office machine, or
similar types of office equipment and accessories; provided, that LESSEE issues
prior written notice therefor to LESSOR; provided, further, that such removal be
subject to the provisions of the Building's rules and regulations.

         9.19 COMPANY I.D. - LESSEE shall issue company identification cards and
the same shall be worn at all times by its employees/personnel while they are
within the Building, when required by LESSOR's Rules and Regulations.

         9.20 FIREARMS - LESSEE shall not permit anyone to bear firearms within
the Leased Premises. LESSEE's employees, personnel and visitors must deposit
their firearms with the security personnel of LESSOR upon entry into the Leased
Premises or Building.

         9.21 COMPLIANCE WITH RULES - LESSEE shall strictly obey and comply with
LESSOR's construction guidelines and house rules for the Building, and with
such rules and regulations as may from time to time be imposed, adopted,
introduced or amended by LESSOR. All such rules and regulations and other legal
documents related to the construction, occupation and/or use of the Building and
which may be amended from time to time are deemed incorporated in this Contract
and should be complied with by LESSEE.

         9.22 PERMIT TO ENTER - LESSEE shall permit LESSOR or the Property
Manager, public utility companies and their authorized representatives at
reasonable times, after due written notice to LESSEE at least three (3) calendar
days before the intended date of entry, to enter the Leased Premises for the
purpose of undertaking the repair and maintenance of utilities, facilities and
other structural elements used or shared in common by LESSEE with the other
lessees of the Building, inspecting the condition of the Leased Premises or for
determining the LESSEE's compliance with this Contract. LESSOR or the Property
Manager shall be entitled without incurring any liability whatsoever, in the
event of an emergency, to enter the Leased Premises to undertake the necessary
repairs or conduct the inspection thereof for the protection of the Leased
Premises and the Building.

         9.23 INSPECTION PRIOR TO EXPIRY OF LEASE - During the last three (3)
calendar months immediately preceding the expiration of the term of this lease,
LESSEE shall allow, during business hours and upon prior written notice,
LESSOR's authorized representatives and prospective tenants to inspect the
Leased Premises. During such period, LESSOR may exhibit, where it shall think
fit, a notice offering the Leased Premises for lease, which LESSEE shall not
conceal in any way.

         9.24 RETURN OF LEASED PREMISES - At the expiration of the Lease Term,
LESSEE will be allowed to vacate the Leased Premises on "as-is" condition,
provided that the Leased Premises shall be in good tenantable condition. LESSEE
shall also have the right to remove all movable partitions, workstations,
equipment, trade fixtures installed by LESSEE so long as LESSEE repairs any
damage caused to the Leased Premises by the removal thereof. The foregoing
notwithstanding, LESSOR reserves the right to require LESSEE to remove all or
some of the improvements made by LESSEE on the Leased Premises.

If, on the other hand, any part of the Leased Premises is not in good tenantable
condition at the expiration of the lease, LESSEE agrees to repair any damage
caused to the Leased Premises which cannot be accounted for by reasonable wear
and tear, or Force Majeure, and cause the removal, at LESSEE's expense, of any
improvement in the Leased Premises which in the opinion of LESSOR is not in good
condition.

In any event, all keys giving access to all parts of the Leased Premises and/or
the Common Areas (as applicable) shall be returned to LESSOR, and all expenses
incurred in removing from the Leased Premises or Building, the names, posters,
signboards, decoration, or advertising matters relating to LESSEE, including any
damage caused, by such removal, shall be for the account of LESSEE.
<PAGE>
                                        9


         9.25 DAMAGES FOR HOLD-OVER - If LESSEE fails to return the Leased
Premises to LESSOR at the end of the term of this lease, LESSEE shall pay
LESSOR, as damages, a sum equal to thrice the rental to be paid by LESSEE, to
LESSOR for the period during which LESSEE shall retain possession of the Leased
Premises. The exercise by LESSOR of its rights under this Article shall not be
interpreted as a grant of permission to LESSEE to continue in possession of the
Leased Premises beyond the term of this lease, and the damages due to LESSOR
hereunder shall be in addition to the damages which may become due LESSOR under
Article 9.26.

         19.26 LIABILITY FOR NON-DELIVERY - If the Leased Premises are not
surrendered at the expiration of the term of this lease, LESSEE shall be
responsible to LESSOR for all damages which the latter may directly suffer by
reason thereof and will indemnify LESSOR against any and all claims made by any
succeeding lessee, resulting from the delay in delivering possession of the
Leased Premises to such succeeding lessee, to the extent that such delay is
occasioned by the failure of LESSEE to surrender the premises on time. LESSOR
shall also be entitled to exercise the remedies specified in Article 13 hereof
as well as all remedies granted by law.

                   ARTICLE 10 - REPRESENTATIONS AND WARRANTIES


         10.1 MUTUAL WARRANTIES - LESSOR and LESSEE represent and warrant in
favor of each other that:

         (a) each has full power, authority and legal right to execute, deliver
and perform this Contract and has taken all the necessary corporate action to
authorize the foregoing;

         (b) this Contract constitutes the legal, valid and binding obligation
of LESSOR or LESSEE, enforceable in accordance with its terms; and

         (c) the execution, delivery and performance of this Contract do not and
will not violate any provision of, or result in a breach of or constitute a
default under any law, regulation or judgment, or violate any agreement binding
upon either of them or any of their property.

                            ARTICLE 11 - INDEMNITIES


         11.1 LIMITATIONS ON LIABILITY OF LESSOR - Save by its gross negligence
or willful misconduct, LESSOR shall not be liable or responsible for any damage
or disturbance suffered, whether directly or indirectly, by LESSEE, whether
personally or in respect of the Leased Premises or any contents therein, or by
any of its employees, clients, customers or any other persons whomsoever.


         11.2 INDEMNIFICATION - LESSEE shall indemnify and keep LESSOR fully
indemnified against all claims, actions, demands, actions and proceedings
whatsoever made against LESSOR by any person whomsoever arising as a result of
or in connection with the use and occupancy by LESSEE of the Leased Premises and
against all costs and expenses incurred by LESSOR in respect of such claims,
actions or demands except to the extent that such claims, actions or demands are
directly attributable to LESSOR, its officers, employees, agents,
representatives or guests, or a breach by LESSOR of any of its obligations,
warranties or representations under this Contract. LESSEE shall indemnify LESSOR
as applicable, for any loss or damage which may be done to the Leased Premises
or any part thereof or to Common Areas or to any part of the Building, due to
the fault or negligence of LESSEE, its employees, agents, customers, clients or
guests.

         11.3 NON-ABATEMENT OF OBLIGATIONS - In no event shall the payment of
any amount due hereunder whether as rent, security deposit, advance rental,
Common Area Charges or utility charges abate or cease to be payable on account
of the occurrence of any of the causes contemplated under Article 11.1, except
to the extent permitted by Article 12.

                ARTICLE 12 - FORCE MAJEURE AND OTHER DISTURBANCES


         12.1 OCCURRENCE OF FORCE MAJEURE - LESSEE shall give LESSOR written
notice of any damage caused to the Leased Premises by reason of Force Majeure,
within five (5) working days from the occurrence thereof. If the Leased Premises
are rendered inaccessible or destroyed or substantially damaged by Force
Majeure, the damage shall be repaired at the expense of LESSOR, and the
disturbance or discontinuance in the possession of the Leased Premises by reason
of or occasioned during such repair shall confer no right of any kind to LESSEE
against LESSOR, except to the extent recognized under Article 12,2. "Force
Majeure" shall mean an act, event or cause, which is unexpected or unforeseen,
or if foreseen, must be impossible to avoid, or which is beyond the control of
LESSOR or LESSEE. This term includes rebellion, insurrection, labor unrest,
lockout, work stoppage, strikes on a citywide or nationwide scale, flood,
typhoon, earthquake, robbery, theft, arson, terrorism, crime or similar
incidents.


         12.2 OPTION TO RESCIND - In the event that (i) the physical damage
resulting from the Force Majeure renders the Leased Premises totally unfit for
use or occupation for more than sixty (60) days, or (ii) the repairs required to
rectify the damage resulting from Force Majeure and to render the Leased
Premises fit for use and occupation are expected to last for more than ninety
(90) days, or (iii) Force Majeure prevents LESSEE from conducting its business
in the Leased Premises for a period of more than sixty (60) days, then either
party with regard to (i) and (ii) and LESSEE with regard to (iii) shall have the
right to rescind this Contract which shall be without prejudice to the rights
and remedies of either party against the other in respect of any claim or
liability antecedent to such rescission.


         In no case shall any compensation or claim be allowed against LESSOR by
reason of the interruption, annoyance or injury caused to LESSEE or its property
arising from the rescission of this Contract or any interruption in the use or
possession of the Leased Premises or the repair of any portion of the Building
or the Leased Premises.

         12.3 STRIKES, LOCKOUTS AND OTHER THREATS - In the event that (i) a
picket line is established in the Leased Premises or in the vicinity thereof due
to a labor dispute involving LESSEE or arising in any way from the conduct of
LESSEE's business, or (ii) an activity is performed in the Leased Premises
which, in the sole
<PAGE>
                                       10


judgment of LESSOR, interferes with or affects the operations of LESSOR, or
(iii) any event, accident or cause beyond the control of LESSOR threatens
LESSOR's operations in the Building, the operations of the other
lessees/occupants of the Building and the lives of LESSEE's employees, guests,
customers or clients and the security of the Building itself, then LESSOR may,
at its sole option, terminate this Contract by written notice to LESSEE
("LESSOR's Notice of Termination"). If LESSOR shall not elect to terminate this
Contract, it may, in its sole discretion and by written notice ("LESSOR's Notice
of Reimbursement") require LESSEE to pay for any additional cost LESSOR may
incur in hiring security guards, maintaining the cleanliness of the Leased
Premises or in contracting for such other services, including legal services and
other costs of suits as may be required for the well-being, security and welfare
of the other lessees in the Building.

         In the event that LESSEE is prevented from conducting its business in
the Leased Premises due to a strike, lockout, labor dispute involving LESSOR,
LESSEE shall likewise be entitled to terminate this Contract by written notice
to LESSOR ("LESSEE's Notice of Termination") or if LESSEE shall not elect to
terminate this Contract, it may, in its sole discretion and by written notice
("LESSEE's Notice of Reimbursement") require LESSOR to pay for any additional
cost LESSEE may incur in hiring security guards and maintaining the cleanliness
of the Leased Premises.

         This Contract shall not, however, be terminated and LESSOR or LESSEE
shall not be required to reimburse each other for additional costs incurred as a
consequence of such picket, strike, labor dispute or other threats, if such
picket, strike, labor dispute or other threats shall have ceased within three
(3) days from service of the LESSOR's Notice of Termination, LESSEE's Notice of
Termination, LESSOR's Notice of Reimbursement or LESSOR's Notice of
Reimbursement, as the case may be.

                  ARTICLE 13 - TERMINATION AND ITS CONSEQUENCES


         13.1 EVENTS GIVING RISE TO DEFAULT AND TERMINATION. - LESSOR shall have
the right to cancel or terminate this Contract without need of legal or judicial
action or order upon the occurrence of any of the following events by giving
written notice to LESSEE:

         (a) the term of this lease shall have expired pursuant to Article 1, or
LESSEE shall have failed to return and surrender the Leased Premises in
accordance with Article 9.24;

         (b) the Leased Premises shall be closed, deserted or unoccupied for a
continuous period of thirty (30) calendar days due to causes directly committed
by LESSEE;

         (c) LESSEE shall fail to pay for at least one (1) month its share in
Common Area Charges or charges for utilities supplied by LESSOR to the Leased
Premises or shall fail to pay the rent or any other amount due hereunder on the
date specified herein for its payment;

         (d) LESSEE fails to observe or perform any of the covenants provided
thereunder, or any of LESSEE's representations and warranties as specified
hereunder shall prove false in any material respect when made and LESSEE fails
to rectify or remedy the breach within thirty (30) days from written demand of
LESSOR;

         (e) LESSEE (if the latter is a natural person) shall have died or the
corporate existence of LESSEE (when organized as corporation or partnership)
shall have ceased;

         (f) LESSEE shall become insolvent or be unable to pay its debts when
due or shall commit or permit any act of bankruptcy under the applicable law; or

         (g) the occurrence of any other event which entitles LESSOR to exercise
its right to cancel or terminate this lease pursuant to other provisions in this
Contract other than Articles 12.2, 12.3 and 14.2, Annex "A" and under the law.

         13.2 CONSEQUENCES OF DEFAULT - Upon the occurrence of any of the
foregoing events specified in Article 13.1, LESSOR shall be entitled to exercise
any of the following remedies, alternatively or cumulatively at its discretion,
in conjunction with or separately from any other right or remedy granted
hereunder or under the law, without need for any legal or judicial action or
order:

         (a) LESSOR is hereby constituted and appointed as LESSEE's
attorney-in-fact with the following powers and rights upon the occurrence of any
of the events specified in Article 13.1: to (i) open, enter, padlock, secure,
enclose or fence the Leased Premises, and/or discontinue the supply to the
Leased Premises of those public utilities and services being supplied by LESSOR
to the Leased Premises, or otherwise take full and complete physical possession
and control of the Leased Premises; (ii) assume ownership and take full control
and possession of all alterations, additions, improvements or installations
placed in or on the Leased Premises which cannot be removed without defacing or
injuring, any ceiling, floor, wall or any portion of the Building or the Leased
Premises, (iii) take an inventory of the equipment, furniture, articles or
merchandise found or located in the Leased Premises which may be removed
therefrom without defacing or injuring any ceiling, floor, wall or any portion
of the Building or Leased Premises, place any of the same in storage and charge
LESSEE the corresponding storage fees therefor; (iv) in case LESSEE fails to
claim said equipment, furniture, articles or merchandise from storage and
liquidate any liability to LESSOR within thirty (30) days from the date LESSOR
takes possession of the Leased Premises or of LESSEE's personal properties, to
dispose of said properties in a public sale and to apply the proceeds thereof to
the payment of whatever liability and/or indebtedness LESSEE may have to LESSOR,
including expenses incurred by LESSOR in connection with such sale, without
prejudice to the right of LESSOR to collect the deficiency, if any. The
appointment of LESSOR as attorney-in-fact of LESSEE shall be considered coupled
with an interest and, hence, shall be irrevocable.

         (b) LESSOR shall be entitled to collect from LESSEE, and LESSEE shall
continue to be liable for the rental for the unexpired period of the lease term
and the penalty and interest charges due thereon (as applicable). The entire
security deposit constituted under Article 3.3 shall be forfeited in favor of
LESSOR, and LESSEE shall continue to
<PAGE>
                                       11


be liable for all amounts which shall be due from it as provided hereunder. All
these amounts shall be due to LESSOR in addition to whatever damages, whether
actual or consequential, which may be due under Articles 9.25 or 9.26 hereof as
well as the damages LESSOR may incur or suffer arising from the termination of
this Contract. In no case shall any amount due hereunder from LESSEE be applied
against the security deposit, it being understood that the entire amount thereof
shall accrue by virtue of forfeiture in favor of LESSOR.

         Should LESSOR be compelled to seek judicial relief against LESSEE or
any of its employees, agents or representatives, the latter shall, in addition
to the damages mentioned above, pay an amount equivalent to twenty (20%) percent
of the amount claimed in the complaint, as attorney's fees (with a minimum of
Pesos 50,000.00), aside from the costs of the litigation and other expenses
which the law may entitle LESSOR to recover from LESSEE.

                         ARTICLE 14 - GENERAL PROVISIONS


         14.1 EXTRAORDINARY INFLATION - Should extraordinary inflation or
deflation of the currency of payment as stipulated hereunder supervene during
the effectivity of this Contract, the value of the currency on date hereof shall
be the basis of payment as provided in Article 1250 of the Civil Code of the
Philippines; provided, however, that in case of ordinary inflation or deflation
of the Philippine Currency which involves more than fifteen percent (15%) of its
value within any one (1) year-period starting from the effectivity of this
Contract as determined by the Consumer Price Index or any official index of the
proper government agency, there shall be a corresponding increase or decrease in
the amount of rentals herein specified in direct proportion to such inflation
or deflation.

         14.2 EXPROPRIATION - In the event that the Leased Premises or any part
of the Building is expropriated during the period of this lease by any
instrumentality of the Government or by any other entity with authority to
exercise such power, either party may rescind this Contract upon giving the
other party thirty (30) days prior written notice thereof, without incurring any
liability or providing the other party with any basis for an action for damages.
In case of such expropriation, LESSEE hereby unconditionally relieves and
releases LESSOR from any and all liability under this Contract in connection
with or arising out of such expropriation proceedings and agrees that the
compensation to be received by LESSOR shall belong to it wholly as owner of the
Leased Premises, without prejudice to whatever recourse LESSEE may have against
the expropriating entity on account of damage done or caused to it or its
property by reason of such expropriation. Upon such expropriation, LESSOR shall
return to LESSEE the security deposit and advance rentals given under this
Contract, after deducting the payment for rentals, utilities and other amounts
which remain due and owing to LESSOR.

         14.3 NON-WAIVER - The failure of any party to insist upon a strict
performance of any of the terms, conditions and covenants hereof shall not be
deemed a relinquishment or waiver of such terms, conditions or covenants
granted to such party, nor shall it be construed as a condonation of any
subsequent breach or default of the terms, conditions and covenants hereof,
which terms, conditions and covenants shall continue to be in full force and
effect. The subsequent acceptance of rent by LESSOR shall not be deemed to be a
waiver of any prior breach by LESSEE of any term, covenant or condition for this
lease, regardless of LESSOR's knowledge of such prior breach at the time of
acceptance of such rent. 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 LESSOR.

         14.4 NOTICE - Where demand or notice is required to be given under this
Contract, notice sent to LESSEE at the Leased Premises or at the address
specified above by registered mail or by personal delivery shall be considered
sufficient compliance with the requirement of notice or demand. All demands or
notices required under this Contract to be made to LESSEE shall also be
sufficient if posted at the Leased Premises.

         14.5 LAW AND VENUE APPLICABLE - This Contract shall be construed,
interpreted and governed by the laws of the Philippines. Each party irrevocably
submits to the jurisdiction of the courts in Makati for the purpose of enforcing
any right or obligation under or arising out of this Contract.

         14.6 ENTIRE AGREEMENT - This Contract constitutes the complete
understanding between the parties with respect to the subject matter hereof and
supersedes any prior expression of intent, representation or warranty with
respect to this transaction. This Contract may be amended but only with an
instrument in writing signed by the parties.

         14.7 ADDITIONAL TERMS AND CONDITIONS - This lease shall be subject to
the additional terms and conditions specified in Annex "A". All the Annexes of
this Contract constitute integral parts hereof.

         14.8 SEVERABILITY - If any one or more of the provisions of this
Contract is declared invalid or unenforceable in any respect under any
applicable law, the validity, legality or enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired.

         IN WITNESS WHEREOF, LESSEE and LESSOR have caused these presents to be
signed on the date and at the place abovewritten.


     MEGAWORLD CORPORATION                       EPIXTAR PHILIPPINES IT-ENABLED
          (Lessor)                                    SERVICES CORPORATION
                                                            (Lessee)


     By: /s/ Lourdes G. Clemente                 By: /s/ Gideon Javier
          LOURDES G. CLEMENTE                         GIDEON JAVIER
   First Vice President for Finance                      Director
        and Administration
<PAGE>
                                       12


                           Signed In The Presence Of:


                     [ILLEGIBLE]                [ILLEGIBLE]
                    -------------              -------------

                                 ACKNOWLEDGMENT

Republic of the Philippines)
      MAKATI CITY          )S.S.


         BEFORE ME, a Notary Public for and in MAKATI CITY, Philippines, this
                                               -----------
JUL 25 2003, personally appeared:
-----------


<TABLE>
<CAPTION>
         NAME                                     C.T.C. NO./                        Date/Place of Issue
                                                  Passport No.
<S>                                               <C>                                <C>

Lourdes G. Clemente                               14379334                           1-15-03/Makati City
in her capacity as First Vice President
for Finance & Administration of
Megaworld Corporation

Gideon Javier                                     07019583                           3-4-03/San Jose, Antique
in his capacity as Director
of Epixtar Philippines IT-Enabled
Services Corporation
</TABLE>


known to me and to me known to be the same persons who executed the
foregoing instrument and each acknowledged the same as his/her own free
and voluntary act and deed as well as that of the corporations herein
represented.

         I FURTHER CERTIFY that this instrument consists of twelve (12)
pages excluding the Annexes and other attachments but including this page
where the Acknowledgment is written, and is signed by the parties and
their instrumental witnesses on the appropriate spaces provided above and
on the left-hand margins of all other pages.


                                         NOTARY PUBLIC

                                    /s/ GARRY V DE GUZMAN
                                       GARRY V DE GUZMAN
Doc. No. 214                            Notary Public
Page No. 44                        Until December 31, 2004
Book No. XIX                   PTR NO. [ILLEGIBLE] / Makati City
Series of 2003.                IBP Lifetime Roll No. [ILLEGIBLE] / [ILLEGIBLE]
<PAGE>
                                       13


                                                                       ANNEX "A"


                              ESSENTIAL PROVISIONS
<TABLE>
<CAPTION>
<S>                           <C>    <C>    <C>    <C>    <C>    <C>

LESSOR                        MEGAWORLD CORPORATION

LESSEE                        EPIXTAR PHILIPPINES IT-ENABLED SERVICES CORPORATION

LEASED PREMISES               Units A, C & D (Ground Floor); 5th to 7th Floors; 7th Floor Deck; 8th to 11th Floors of the Eastwood
                              Corporate Plaza (the "Building"), Eastwood City Cyberpark, Eastwood City, E. Rodriguez, Jr. Ave (C-5
                              Road), Bagumbayan, Quezon City.

                              Parking Spaces located at the 2nd, 3rd and 4th Floors of the Eastwood Corporate Plaza.

                              The Leased Premises shall have the technical specifications listed and described in Annex A-1 hereof.

LEASABLE AREA                               Ground Floor, Unit A                -       135.00 square meters
Units                                       Ground Floor, Unit C                -        88.00 square meters
                                            Ground Floor, Unit D                -       104.00 square meters
                                            5th Floor                           -     1,429.00 square meters
                                            6th Floor                           -     1,371.00 square meters
                                            7th Floor                           -     1,061.00 square meters
                                            7th Floor Deck                      -       314.00 square meters
                                            8th to 11th Floors                  -     4,244.00 square meters
                                            ----------------------------------------------------------------
                                            Total Leasable Unit Area            -     8,746.00 square meters
                                            (inclusive of undivided interest, if any, in the Common Areas
                                             of the floor in which the Leased Premises are located.)

Parking                                     2nd Floor                           -     1,300.00 square meters
                                            3rd Floor                           -     1,300.00 square meters
                                            4th Floor                           -     1,300.00 square meters
                                            ----------------------------------------------------------------
                                            Total Leasable Parking Area         -     3,900.00 square meters

                                            All Leasable Areas are subject to final area measurement.

USEABLE AREA                                Ground Floor, Unit A                -       135.00 square meters
Units                                       Ground Floor, Unit C                -        88.00 square meters
                                            Ground Floor, Unit D                -       104.00 square meters
                                            5th Floor                           -     1,279.00 square meters
                                            6th Floor                           -     1,222.00 square meters
                                            71h Floor                           -       911.00 square meters
                                            7th Floor Deck                      -       314.00 square meters
                                            8th to 11th Floors                  -     3,644.00 square meters
                                            ----------------------------------------------------------------
                                            Total Useable Unit Area             -     7,697.00 square meters

USE
Units                                       Call Center/Customer Service Management Center and other related activities

Parking Spaces                              Parking

</TABLE>
<PAGE>
                                       14

<TABLE>
<CAPTION>
<S>                               <C>

EFFECTIVITY OF CONTRACT           This Contract  shall be effective upon execution hereof and shall continue to be effective until
                                  expiration of the Lease Term.

LEASE TERM                        December 28, 2003 until December 28, 2010.

PRE-TERMINATION                   LESSEE shall have the right to pre-terminate the lease under the following conditions:

                                                  l. The date of effectivity of termination is after July 15, 2008.
                                                  2. 12 months' prior written notice is required which shall be served no earlier
                                                     than July 15, 2007.
                                                  3. Three (3) months' Security Deposit shall be forfeited in favor of LESSOR.
                                                  4. LESSEE shall be liable to pay LESSOR upon demand an amount equivalent to
                                                     rental payments for 12 months based on the applicable rental rate on the
                                                     effective date of pre-termination.

                                   In case the pre-termination shall be effective earlier than July 15, 2008, LESSEE shall notify
                                   the LESSOR in writing of said pre-termination at least 12 months prior to the effectivity
                                   thereof. In the event of such pre-termination, the three (3) months' Security Deposit shall be
                                   forfeited in favor of the LESSOR and LESSEE shall be liable to LESSOR for the unpaid rental up to
                                   July 15, 2008 as well as an amount equivalent to rental for 12 months based on the applicable
                                   rental rate on the effective date of pre-termination.

TURN-OVER DATE                     The Leased Premises shall be completely turned over on November 30, 2003. Prior to such date,
                                   however, LESSEE shall be allowed to occupy some parts of the Leased Premises to be jointly
                                   specified by the Parties for purposes of performing fit-out works. LESSEE's contractors for the
                                   fit-out works to be conducted on the Leased Premises shall be nominated by LESSEE, and approved
                                   by LESSOR, prior to the performance of actual fit-out works. It shall be understood, however,
                                   that in order that LESSOR may be able to complete construction of the Leased Premises on or
                                   before November 30, 2003 (the "Turn-Over Date"), LESSOR shall at all times be given priority
                                   over LESSEE in the scheduling and implementation of construction works in the Building.

                                   In the event that LESSOR is unable to complete construction of the Leased Premises on or before
                                   Turn-Over Date, LESSEE shall have the right to 3-days' rental abatement for every day of delay.

                                   The Leased Premises shall be deemed completed when:

                                       1.  the exterior window curtain of the Building has been fully installed.
                                       2.  all passenger elevators and service lifts are operational and available for LESSEE's use.
                                       3.  the Building has been fully commissioned.
                                       4.  LESSEE is able to obtain all Building plans and pertinent documents from LESSOR.
                                       5.  LESSOR has submitted to the Philippine Economic Zone Authority (PEZA) an application for
                                           the issuance of the occupancy permit for the Leased Premises or Building together with
                                           all requirements in support of said application.
</TABLE>
<PAGE>
                                       15


<TABLE>
<CAPTION>
<S>                               <C>

                                       6.  The Leased Premises shall have been provided with electricity and water supply.

HAND-OVER CONDITION                Bare shell condition. On an "As-is-where-is" basis.

RENTAL COMMENCEMENT                July 15, 2004
DATE

FIXED MONTHLY UNIT RENT            PESOS: TWO HUNDRED NINETY (Pesos 290.00) per square meter of Leasable Area per month, exclusive
                                   of VAT which shall be for the account of LESSEE.

FIXED MONTHLY PARKING              PESOS: SIXTY FIVE (Pesos 65.00) per square meter of Leasable Area per month, exclusive of VAT
RENT                               which shall be for the account of LESSEE.

TABLE OF UNIT RENTALS
</TABLE>
<TABLE>
<CAPTION>
         <S>        <C>               <C>                            <C>                               <C>
------------------------------------------------------------------------------------------------------------------------------------
            A             B                    C                            D                                 E
                                            (B x 10%)                    (B x 5%)                          (B+C+D)
------------------------------------------------------------------------------------------------------------------------------------
          YEAR      Fixed Monthly           10% VAT*                    5% Expanded                    Amount to be paid
                        Rent          (To be paid by Lessee           Withholding Tax*                    by Lessee to
                                         to Lessor and               (To be remitted by                 Lessor per month
                                      remitted by Lessor to               Lessee to                        (the "Rent")
                                               BIR)                         BIR)
------------------------------------------------------------------------------------------------------------------------------------
            1       2,536,340.00             253,634.00                  126,817.00                        2,663,157.00
------------------------------------------------------------------------------------------------------------------------------------
            2       2,536,340.00             253,634.00                  126,817.00                        2,663,157.00
------------------------------------------------------------------------------------------------------------------------------------
            3       2,663,157.00             266,315.70                  133,157.85                        2,796,314.85
------------------------------------------------------------------------------------------------------------------------------------
            4       2,796,314.85             279,631.49                  139,815.74                        2,936,130.85
------------------------------------------------------------------------------------------------------------------------------------
            5       3,006,038.46             300,603.85                  150,301.92                        3,156,340.39
------------------------------------------------------------------------------------------------------------------------------------
            6       3,306,642.31             330,664.23                  165,332.12                        3,471,974.43
------------------------------------------------------------------------------------------------------------------------------------
            7       3,637,306.54             363,730.65                  181,865.33                        3,819,171.87
------------------------------------------------------------------------------------------------------------------------------------

TABLE OF PARKING RENTALS
------------------------------------------------------------------------------------------------------------------------------------
            A             B                    C                            D                                 E
                                            (B x 10%)                    (B x 5%)                          (B+C+D)
------------------------------------------------------------------------------------------------------------------------------------
          YEAR      Fixed Monthly           10% VAT*                    5% Expanded                    Amount to be paid
                        Rent          (To be paid by Lessee           Withholding Tax*                    by Lessee to
                                         to Lessor and               (To be remitted by                 Lessor per month
                                      remitted by Lessor to                Lessee to                        (the "Rent")
                                                BIR)                         BIR)
------------------------------------------------------------------------------------------------------------------------------------
            1         253,500.00              25,350.00                   12,675.00                          266,175.00
------------------------------------------------------------------------------------------------------------------------------------
            2         253,500.00              25,350.00                   12,675.00                          266,175.00
------------------------------------------------------------------------------------------------------------------------------------
            3         266,175.00              26,617.50                   13,308.75                          279,483.75
------------------------------------------------------------------------------------------------------------------------------------
            4         279,483.75              27,948.38                   13,974.19                          293,457.94
------------------------------------------------------------------------------------------------------------------------------------
            5         300,445.03              30,044.50                   15,022.25                          315,467.28
------------------------------------------------------------------------------------------------------------------------------------
            6         330,489.53              33,048.95                   16,524.48                          347,014.01
------------------------------------------------------------------------------------------------------------------------------------
            7         363,538.49              36,353.85                   18,176.92                          381,715.41
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*  The tax rates are subject to the prevailing law at the time of payment.

                           Should the VAT rate increase during the term of this
                           Contract, the Fixed Monthly Rent as stipulated in
                           Column B shall not in any case be reduced. In the
                           event that LESSEE is able to obtain VAT exemption
                           from the appropriate government agency, then the 10%
                           VAT reflected in Column C shall no longer be payable
                           by LESSEE, and the amount of Rent in Column E, shall
                           no longer include the 10% VAT, effective on the date
                           of issuance of the VAT exemption certificate,
                           provided, that a copy of the VAT exemption
                           certificate is submitted to LESSOR prior to the
                           remittance by
<PAGE>
                                       16


                           LESSOR to BIR of the VAT due on the rental due for
                           the relevant period.

MANNER OF PAYMENT          The Rent shall be paid quarterly in advance, on or
                           before the 2nd working day of the relevant quarter to
                           which such rent corresponds at the 28th Floor The
                           World Centre, 330 Sen. Gil Puyat Avenue, City, or at
                           any other address which LESSOR may by notice in
                           writing to LESSEE from time to time direct, without
                           necessity of demand or collection. The receipt of a
                           check in payment of the rentals due hereunder shall
                           not produce the effect of payment until the proceeds
                           thereof are actually received by LESSOR.

                           LESSEE shall remit the taxes withheld directly to the
                           Bureau of Internal Revenue and shall indicate in the
                           creditable withholding tax return to be filed with
                           the latter that the taxes being withheld are to be
                           credited to LESSOR. Proof of such remittance shall be
                           submitted to LESSOR within ten (10) business days
                           from such remittance.

SECURITY DEPOSIT           PESOS: SEVEN MILLION SIX HUNDRED NINE THOUSAND TWENTY
Units                      PESOS (Pesos 7,609,020.00) equivalent to three (3)
                           months' Fixed Monthly Unit Rent and payable on or
                           before execution of this Contract of Lease. The
                           Security Deposit shall be correspondingly increased
                           as and when the rental rate is escalated. LESSEE's
                           reservation fee in the amount of Pesos 5,072,680.00
                           shall be credited to the Security Deposit upon
                           execution of this Contract of Lease.

SECURITY DEPOSIT           PESOS: SEVEN HUNDRED SIXTY THOUSAND FIVE HUNDRED
Parking                    (Pesos 760,500.00) equivalent to three (3) months'
                           Fixed Monthly Rent and payable on or before execution
                           of this Contract of Lease. The Security Deposit shall
                           be correspondingly increased as and when the rental
                           rate is escalated. LESSEE's reservation fee in the
                           amount of Pesos 507,000.00 shall be credited to the
                           Security Deposit upon execution of this Contract of
                           Lease.

ADVANCE RENTAL             PESOS: SEVEN MILLION NINE HUNDRED EIGHTY NINE
Units                      THOUSAND FOUR HUNDRED SEVENTY ONE PESOS
                           (Pesos 7,989,471.00) equivalent to three (3) months'
                           Rent, payable on or before execution of the Contract
                           of Lease and to be credited to rent due for the first
                           three (3) months from Rental Commencement Date.

ADVANCE RENTAL             PESOS: SEVEN HUNDRED NINETY EIGHT THOUSAND FIVE
Parking                    HUNDRED TWENTY FIVE PESOS (Pesos 798,525.00)
                           equivalent to three (3) months' Rent payable on or
                           before execution of the Contract of Lease and to be
                           credited to rent due for the first three (3) months
                           from Rental Commencement Date.

CANCELLATION OF LEASE      In the event that after signing of this Contract of
                           Lease, LESSEE shall choose not to proceed with the
                           lease of the Leased Premises, the Security Deposit
                           and Advance Rental shall be forfeited in favor of
                           LESSOR. Moreover, LESSOR shall be entitled to
                           exercise all the remedies to which it is entitled
                           under Article 13.2(a) hereof.
<PAGE>
                                       17


RENTAL ESCALATION          The Fixed Monthly Unit Rent and Fixed Monthly Parking
                           Rent shall be subject to annual escalation at the
                           following rates, compounded on an annual basis:

                                         Year                        Escalation
                                         ----                        ----------
                           lst to 2nd year of the Lease Term            0.0%
                           3rd to 4th year of the Lease Term            5.0%
                           5th year of the Lease Term                   7.5%
                           6th to 10th year of the Lease Term          10.0%



SUBLEASE                   LESSEE shall be allowed to assign or sublease the
                           Leased Premises but only to sister or affiliated
                           companies and its subsidiaries engaged in a business
                           similar in nature to LESSEE's business and always
                           subject to the approval of LESSOR. LESSEE shall
                           submit a written request to LESSOR, for approval of
                           the sublease agreement prior to its effectivity,
                           which approval shall not be unreasonably withheld.
<PAGE>
                                                                       Annex A-1

    Eastwood Corporate Plaza
    Eastwood Avenue, Eastwood City Cyberpark,
    Building Specifications
<TABLE>
<CAPTION>
<S>                              <C>                                       <C>
------------------------------------------------------------------------------------------------------------------------------------
    Item                                       Type                                        Description
------------------------------------------------------------------------------------------------------------------------------------

External
------------------------------------------------------------------------------------------------------------------------------------
         Exterior Finishes           Glass Curtain Wall with
                                        Aluminum cladding
------------------------------------------------------------------------------------------------------------------------------------

Equipment
------------------------------------------------------------------------------------------------------------------------------------
Air-conditioning System:
------------------------------------------------------------------------------------------------------------------------------------
         Cooling Tower                                                          Provided
------------------------------------------------------------------------------------------------------------------------------------
         Ground Floor                Six (6) units, Packaged a/c                Six (6) units with two (2) tons of cooling capacity
                                                 DX                             per unit. Each unit is individually controlled.
                                                                                Total Cooling Capacity is twelve (12) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Second Floor                           None
------------------------------------------------------------------------------------------------------------------------------------
         Third Floor                            None
------------------------------------------------------------------------------------------------------------------------------------
         Fourth Floor                           None
------------------------------------------------------------------------------------------------------------------------------------
         Fifth Floor                 Four (4) Packaged Type,                    Two (2) units with twenty (20) tons and two (2)
                                     water cooled (ducted type)                 units with fifteen (15) tons of cooling capacity.
                                                                                Each unit is individually controlled. Total Cooling
                                                                                Capacity is Seventy (70) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Sixth Floor                 Four (4) Packaged Type,                    Two (2) units with twenty (20) tons and two (2)
                                     water cooled (ducted type)                 units with fifteen (15) tons of cooling capacity.
                                                                                Each unit is individually controlled. Total Cooling
                                                                                Capacity is Seventy (70) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Seventh Floor               Four (4) Packaged Type,                    Two (2) units with twenty (20) tons and two (2)
                                     water cooled (ducted type)                 units with fifteen (15) tons of cooling capacity.
                                                                                Each unit is individuals controlled. Total Cooling
                                                                                Capacity is Seventy (70) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Eighth Floor                Four (4) Packaged Type,                    Four (4) units with fifteen (15) tons of cooling
                                     water cooled (ducted type)                 capacity. Each unit is individually controlled.
                                                                                Total Cooling Capacity is Sixty (60) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Ninth Floor                 Four (4) Packaged Type,                    Four (4) units with fifteen (15) tons of cooling
                                     water cooled (ducted type)                 capacity. Each unit is individually controlled.
                                                                                Total Cooling Capacity is Sixty (60) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Tenth Floor                 Four (4) Packaged Type,                    Four (4) units with fifteen (15) tons of cooling
                                     water cooled (ducted type)                 capacity. Each unit is individually controlled.
                                                                                Total Cooling Capacity is Sixty (60) tons.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                       Annex A-1

Eastwood Corporate Plaza
Eastwood Avenue, Eastwood City Cyberpark,
Building Specifications

<TABLE>
<CAPTION>
<S>                              <C>                                       <C>
------------------------------------------------------------------------------------------------------------------------------------
         Eleventh Floor              Four (4) Packaged Type,                    Four (4) units with fifteen (15) tons of cooling
                                     water cooled (ducted type)                 capacity. Each unit is individually controlled.
                                                                                Total Cooling Capacity is Sixty (60) tons.
------------------------------------------------------------------------------------------------------------------------------------
         Ventilation System          Centralized Exhaust
------------------------------------------------------------------------------------------------------------------------------------
         Elevators                   Three (3) high Speed lifts                 Brand (LG)
------------------------------------------------------------------------------------------------------------------------------------
         Fire Alarm and                                                         Automatic fire sprinkler and Smoke detector system
         Sprinkler System                                                       with fire hose cabinets and accessories. Water
                                                                                reservoir and separate fire reserves.
------------------------------------------------------------------------------------------------------------------------------------
         Security System                                                        CCTV camera inside elevator cars
------------------------------------------------------------------------------------------------------------------------------------
         Generator Set                     2,000 kva                            Stand-by power generator for 100% back-up of the
                                                                                building with automatic transfer switch.
------------------------------------------------------------------------------------------------------------------------------------
         Intercom System                                                        To be provided by LESSEE
------------------------------------------------------------------------------------------------------------------------------------

Finishing:
------------------------------------------------------------------------------------------------------------------------------------
         Lift Lobbies                                                           Closed gypsum Ceiling with lighting fixtures, Marble
                                                                                Flooring
------------------------------------------------------------------------------------------------------------------------------------
         Ceiling                                                                Bare Ceiling/Exposed Soffit
------------------------------------------------------------------------------------------------------------------------------------
         Flooring                                                               Bare Flooring
------------------------------------------------------------------------------------------------------------------------------------
         Floor topping                                                          To be provided by LESSEE
------------------------------------------------------------------------------------------------------------------------------------
         Toilets:
------------------------------------------------------------------------------------------------------------------------------------
             Water Closet                  Ceramic
------------------------------------------------------------------------------------------------------------------------------------
             Faucet                         Metal                               Cold
------------------------------------------------------------------------------------------------------------------------------------
             Counter Top & Sink        Synthetic Stone
------------------------------------------------------------------------------------------------------------------------------------
             Urinals                       Ceramic
------------------------------------------------------------------------------------------------------------------------------------
             Shower                         None
------------------------------------------------------------------------------------------------------------------------------------
             Water Heater                   None
------------------------------------------------------------------------------------------------------------------------------------
             Accessories                                                        Mirror, Hand Dryer and Grab Bar for the disabled
------------------------------------------------------------------------------------------------------------------------------------
         Light Switches and                                                     Only for common areas (elevator lift lobby, EE room,
         Convenience Outlets                                                    ME room, Telecommunications room and Pump room)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>