ex101.htm


    EXHIBIT
      10.1

     

    CONTRACT
      OF LEASE

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS:

    


    This
      CONTRACT OF LEASE made and entered
      into this 11th day of October, 2007 by and between:

    


    


    AVERON
      HOLDINGS CORPORATION, a corporation duly organized and existing under
      and by virtue of the laws of the Philippines, with principal office address
      at
      Jaka 6780 Building, 6780 Ayala Avenue, Makati City, represented herein by its
      Assistant Vice President & Senior Vice President, LODA C. PAPILLA
& ADELINE N. CARBONELL (hereinafter referred to as the
      LESSOR);

    


    -
      and
–

    


    MBS
      TEK CORPORATION, a corporation duly organized and existing under and by
      virtue of the laws of the Philippines, with principal office address at the
      2/F
      Astillero Bldg., Oro Site, Quezon Ave. Ext., Legaspi City 4500 and local address
      at the 6/F RCC Center, Shaw Blvd., Pasig City, represented herein by its
      _______________, __________________, (hereinafter referred to as the
      LESSEE);

    


             -
      W I T N E S S E T H:  That -

    


    WHEREAS,
      the LESSOR is the true, lawful
      and registered owner of the JAKA 6780 Building (the
      "Building"), consisting of Fifteen (15) storeys with penthouse and basement,
      situated at 6780 Ayala Avenue, Makati City;

    


    WHEREAS,
      the LESSEE desires to lease a
      portion of the Building and the LESSOR is willing to let the same to the
      LESSEE;

    


    NOW,
      THEREFORE, for and in
      consideration of the foregoing premises and the conditions and stipulations
      hereinafter set forth, the LESSOR hereby leases unto the LESSEE the 5th Floor
      of
      the Building, described below, under the following terms and
      conditions:

    


    1.  LEASED
      PREMISES  - The premises subject of this Contract (the
      "Leased Premises") shall consist of a gross area
      of  1,017  square meters, of the
5th Floor of the Building, as shown on the sketch
      plan attached
      hereto as Annex "A" and made an integral part hereof.

    


    This
      lease does not extend to the
      exterior portion of the Leased Premises, nor to the corridors, passageways
      or
      hallways, lobbies and the like, around or adjacent to the Leased Premises,
      and
      the painting, posting or affixing of business signs, notices or advertising
      media (if any be allowed by prior written consent of LESSOR) in the exterior
      portions of the Leased Premises shall not be construed as permitting or
      effecting an extension of this lease to such portions.

    


    
      	
              2.  

            	
              TERM
                OF LEASE - This Contract shall be for a period of three (3)
                years, commencing on September 19, 2007 and
                automatically terminated on September 18, 2010 subject to renewal
                for
                another three (3) years, upon such terms and conditions to be mutually
                agreed upon by the parties.  In case the LESSEE decides not to
                renew the contract; it must inform the LESSOR in writing at least
                sixty
                (60) calendar days before expiry of the lease term.  Should the
                LESSEE holdover and remain in possession of  the premises after
                the expiration or its renewal or extension without the LESSOR’S consent,
                such holdover or continuous possession shall not be deemed as a renewal
                of
                the lease, and the LESSEE shall be obliged to pay a monthly rent
                equivalent to one hundred fifty percent (150%) of the basic rent
                without
                prejudice to any right of the LESSOR to file an ejectment suit to
                compel
                recovery of the premises and recover whatever damages it may suffer
                because of unlawful detainer.

            


    

    


    No
      interruption in the physical possession by the LESSEE for any reason shall
      serve
      to extend the term of this lease. The LESSOR shall be entitled to the immediate
      recovery of the possession of the Leased Premises upon such automatic
      termination, without the necessity of any previous notice or demand, or of
      any
      judicial action for ejectment or recession; provided, however, that the
      continued possession by LESSEE of the Leased Premises for fifteen (15) calendar
      days or more after the said automatic termination of this Contract shall never
      be interpreted as implied renewal thereof, the provisions of Article 1670 of
      the
      new Civil Code to the contrary notwithstanding, and no matter how long LESSEE
      may continue the illegal possession of the Leased Premises thereafter, LESSOR
      shall always retain the right to eject LESSEE pursuant to the provisions of
      Sections 38 (a) and 38 (b) herein-below, which sections shall continue to have
      full force and effect; provided, finally, that if the LESSEE should persist
      in
      occupying the Leased Premises without any valid lease contract in writing after
      the expiration or earlier termination of this Contract, then LESSEE shall be
      liable to pay LESSOR such reasonable value for the use and enjoyment of said
      Leased Premises as may be determined by LESSOR in its sole discretion, over
      and
      above any damages.

    


    The
      Parties agree that the Lessee shall be given a two (2) months rent-free fit
      out
      period which shall commence on July 19, 2007 until September 18, 2007, provided
      that, utilities and Common Area Charges for this period shall be for the
      exclusive account of the Lessee. Moreover, during the said
      fit-out period, the LESSEE, its officers, employees, and agents are permitted
      to
      enter the Leased Premises for the purpose of renovating the same, provided
      that
      improvements to be made on the premises shall be subject to appropriate permits
      and licenses and/or approvals by Landev Corporation as administrators of the
      building.

    


    3.  PRE-TERMINATION
      OF CONTRACT  - Should the LESSEE wish to pre-terminate this
      Contract of Lease for whatever reason, the LESSEE shall notify the LESSOR in
      writing at least  sixty (60) calendar days in advance of the
      pre-termination date, and shall, simultaneous therewith, pay to the LESSOR
      a
      pre-termination penalty in an amount equivalent to one (1) month’s
      rental.

    


    
      	
              4.  

            	
              RENTAL
                -For and in consideration of the use of the Leased Premises, the
                LESSOR
                requires the LESSEE and the latter hereby agree to pay monthly rental,
                to
                be paid to the LESSOR’s office address in advance and within the first
                five (5) working days of the month. The basic monthly rental of FOUR
                HUNDRED FIFTY-FIVE THOUSAND SIX HUNDRED SIXTEEN
                 PESOS & 00/100 (Php
                455,616.00), Philippine Currency, inclusive of
                12% VAT, Payment shall commence on the 1st
                month of the
                Lease Term and shall be covered by acceptable post dated checks to
                be
                issued by batches of twelve (12) checks each batch to be issue and
                submitted on the last month of each year prior to the next year of
                the
                lease period, as follows:

            


    

    


    
      	
              a.  

            	
              Eleven
                (11) postdated checks for the first (1st)
                year of the
                lease period submitted upon signing of the lease
                contract;

            


    

    
      	
              b.  

            	
              Twelve
                (12) postdated checks for the second (2nd)
                year of the
                lease period submitted on the tenth (10) month of the first (1st)
                year of the
                lease contract;

            


    

    
      	
              c.  

            	
              Ten
                (10) postdated checks for the third (3rd)
                year of the
                lease period submitted on the tenth (10) month of the second (2nd)
                year of the
                lease contract.

            


    

    


    The
      amount of checks for the 2nd year shall
      be
      adjusted accordingly based on the applicable escalation rate for that
      year.  No rentals shall be recognized as having been paid unless
      evidenced by an Official Receipt of the Lessor.  Neither payment of
      rentals made by the Lessee to unauthorized person are to be
      recognized.

    


    All
      payments shall be made without the necessity of any previous demand or service
      of a collector, it being understood that in case of default, any amount owing
      shall automatically bear interest at the rate of two percent (2%) per month,
      plus penalty of two percent (2%) per month computed from the due date until
      fully paid, and in addition, LESSEE shall be liable to LESSOR for an additional
      sum equivalent to twenty-five percent (25%) of the rentals due and unpaid as
      attorney's fees in the event of litigation, without prejudice to the LESSOR's
      right to terminate this Contract and to eject the LESSEE as hereinafter set
      forth.  Furthermore, and in addition to the foregoing, in the event
      LESSEE incurs any delay in the payment of rentals for a period of thirty (30)
      calendar days or more, the LESSOR shall be entitled to summarily cut off all
      electricity, telephone, water and other utility services to the Leased
      Premises.

    


    The
      LESSEE shall, upon the execution of
      this Contract, make a deposit with the LESSOR in amount equivalent to three
      (3)
      months rental amounting to ONE MILLION THREE HUNDRED SIXTY-SIX THOUSAND
      EIGHT HUNDRED FORTY-EIGHT PESOS & 00/100 (Php
      1,366,848.00) Philippine Currency, inclusive of 12% VAT, as advance
      rental.  The said advance rental shall be applicable on the
      first   and the last months of the lease
      term.

    


    There
      would be an escalation rate at ten percent (10%) per annum based on the
      applicable monthly rental rates, which shall commence effective on the second
      (2nd) year of
      the lease term  and every year thereafter
      until  the third (3rd)
      year.

    


    LEVEL              PERIOD
      OF
      LEASE             RATE/SQ.M.                       RENTAL
      (VAT exclusive)

                          2007
      -
      2008                       Php400.00/sq.m.                   Php406,800.00
      / month

                                 2008
      -
      2009                       Php440.00/sq.m.                   Php447,480.00
      / month

                                 2009
      -
      2010                       Php484.00/sq.m                    Php492,228.00
      / month

    


                5.  COMMON
      AREA CHARGES - In addition to the rent, Lessee agrees to pay, once each
      calendar month, its proportionate share of all cost and expenses of every kind
      and nature as may be paid or incurred by Lessor during the term of this Lease
      for the Common Areas, which shall include, but not be limited to, security
      services, janitorial services, water and electrical charges and other utilities
      and services for the Common Areas, right of way charges, management and
      administrative services and expenses.  Lessee’s share will be in
      accordance with the schedule of Common Area Charges set forth
      below.

    


    P
      100.00 / sq.m./ month or ONE HUNDRED ONE THOUSAND SEVEN HUNDRED
      PESOS   (P101,700.00)

    


    As
      the exigencies of the situation may
      require, reasonable increase in Common Area Charges will be effected upon proper
      notification of the parties.

    


    6.  SECURITY
      DEPOSIT  - The LESSEE shall, upon  signing of this
      Contract or conformity to the notice of approval whichever comes earlier, pay
      the LESSOR an amount equivalent to three (3) months
      rentals,  amounting to ONE MILLION TWO HUNDRED TWENTY THOUSAND FOUR
      HUNDRED PESOS  & 00/100 (Php 1,220,400.00), Philippine Currency,
      which deposit shall be considered and held by the LESSOR as security for the
      full and faithful observance and performance by the LESSEE of all of the terms,
      conditions and provisions of this Contract.

    


    In
      the
      event of LESSEE's failure to comply with any of the terms and conditions of
      this
      Contract, the LESSOR may, at its option, appropriate and apply the said deposit
      or a part thereof as may be necessary to compensate the LESSOR for whatever
      expense, loss or damage it may sustain on account of such breach by the
      LESSEE.  The giving of a security deposit to guarantee the payment of
      rentals falling due after date does not extinguish or novate the obligation
      to
      satisfy the same or impair the right of the LESSOR to terminate and/or to bring
      an action for unlawful detainer.  Should the entire deposit or any
      part thereof be appropriated or applied by the LESSOR, whether for the payment
      of rental in arrears or other sums due and payable to the LESSOR by the LESSEE
      hereunder, then the LESSEE shall, upon written demand by the LESSOR, immediately
      remit to the LESSOR such amount or amounts as will be sufficient to restore
      the
      said deposit to the sum required to be deposited hereunder, and the LESSEE'S
      failure to do so within five (5) calendar days after receipt of such demand
      shall constitute a breach of this Contract.

    


    If
      the LESSEE has fully and faithfully
      complied with all of the terms, conditions and provisions hereunder, all utility
      bills, common area and other charges accruing up to and when the LESSEE vacates
      the leased premises, said security deposit or any remaining portion thereof
      shall be returned to the LESSEE within sixty (60) calendar days after LESSEE
      has
      actually and permanently vacated the leased premises or until such time that
      charges for utilities and common area expenses as well as other miscellaneous
      charges have been determined and applied against the security
      deposit.  It is further understood that the deposit shall not earn any
      interest whatsoever.

    


    7.  UTILITIES
      - The
      LESSEE shall pay for its own electricity, water, telephone, air conditioning,
      telex and other utilities and facilities used by it in the Leased Premises
      up to
      the actual date when LESSEE vacates the Leased Premises, as and when billed
      to
      the LESSEE.  Section 4, second paragraph shall also apply
      herein.

    


    Any
      other amount required to be paid by
      the LESSEE to the LESSOR hereunder shall, if unpaid on its due date, similarly
      earn interest at the rate of two (2) percent per month starting from the date
      of
      default.  Any amount advanced by the LESSOR for and in behalf of
      LESSEE with the LESSEE's consent, or without such consent if the advance was
      made by the LESSOR to protect its own interest, shall become due and demandable
      within five (5) calendar days from the date LESSEE is notified in writing by
      the
      LESSOR of such amount advanced by the LESSOR, and shall also earn interest
      at
      the rate of two (2%) percent per month from such date until the said amount
      is
      fully paid and settled.

    


    8.  FACILITIES
      AND/OR
      SERVICES USED IN COMMON - The cost of maintenance of facilities and/or
      services used in common by the LESSEES of the Building such as canteen,
      hallways, comfort rooms, parking spaces and the like shall be borne by all
      the
      LESSEES using their respective proportionate share.  Such services may
      include, but not limited to, janitorial, maintenance, security, electrical,
      plumbing and air-con maintenance.  The provision of Section 4, second
      paragraph, shall also apply herein.

    


    9.
      USE OF THE PREMISES - The Leased Premises shall be used
      exclusively by the LESSEE for office purposes only.  LESSEE shall not
      divert the Leased Premises to any other use without the prior written consent
      of
      the LESSOR.  It is expressly agreed that, if at any time during the
      existence of this lease and without the previous written consent of the LESSOR,
      the Leased Premises are used for any other purposes, the LESSOR shall have
      the
      absolute right to rescind this Contract in accordance with paragraph 38
      hereof.

    


    9.
      A.  FLOOR
      LOAD  - No portion of the Leased Premises shall be loaded in
      excess of 45.5 kilos (100 pounds) per square foot at the ground floor, and
      36.4
      kilos (80 pounds) per square foot on the remaining floors, nor shall any safe
      or
      other articles in excess of 221 kilos (500 pounds) be placed in or removed
      from
      the Leased Premises without the prior written consent of LESSOR, which consent
      shall not be unreasonably withheld, conditioned or delayed

    


    9.
      B.  SHADES,
      AWNINGS, SIGNS, ADVERTISEMENTS, ETC.  -  No shades,
      awnings, blinds or window guards shall be installed or used in or about the
      Leased Premises without the prior written consent of the LESSOR, nor shall
      any
      sign, advertisement or notice of any kind be inscribed, painted, affixed or
      displayed on any of the windows, doors or any part of the outside of the Leased
      Premises without the prior written consent of LESSOR first obtained, which
      consent, however, shall not be unreasonably withheld.

    


    Only
      the LESSEES of ground floor office
      spaces fronting the road, shall be entitled to inscribe, paint, affix or display
      any such sign, advertisement or notice; provided, that such signs,
      advertisements or notices are placed and limited within the area of the ground
      floor of the Building.

    


    


    10.  CARE
      OF EQUIPMENT AND THE LEASED PREMISES -

    


    a)
      Any breakdown in, damage to, or
      non-operation of:

                          1.  Elevators;

                          2.  Emergency
      power supply system and electrical control station;

                          3.  Air
      conditioning; and

                          4.  Water
      pumps;

    


    occasioned
      by the negligence and/or willful acts of the LESSEE, its employees and agents,
      visitors or guests shall be chargeable to the account of the
      LESSEE.

    


    b)
      The LESSEE shall, at its sole
      expense, maintain the Leased Premises in a clean and sanitary condition, free
      from obnoxious odors, disturbing noises, or other nuisances.  Upon the
      expiration or earlier termination of this lease, the LESSEE shall surrender
      and
      return the Leased Premises and all its fixtures in good condition, ordinary
      wear
      and tear excepted. Any injury or damage to the Leased Premises or the Building
      or any part thereof, caused by LESSEE, its employees and agents, guests and
      visitors, shall be repaired or replaced immediately by LESSEE at its own
      expense; provided that, if the LESSEE should fail to do so, the LESSOR may,
      at
      its discretion, effect the repair and/or replacement and charge the cost thereof
      to the LESSEE.

    


    c)
      The LESSEE shall take reasonable
      precautions necessary to protect the interior of the Leased Premises against
      damage by storm, typhoon or like threats.  The LESSEE shall also see
      to it that the Leased Premises are used in a manner that will not disturb the
      peace and tranquility of the other tenants of the Building.

    


    11.  AIR-CONDITIONING  -
      The centralized air-conditioning facilities in the Floor where the Leased
      Premises are located will be in operation from 8:00 A.M. to 5:00 P.M. from
      Monday to Fridays (exclusive of holidays), and from 8:00 A.M. to 12:00 noon
      on
      Saturdays (also excluding holidays).  The cost of maintenance of the
      centralized air-conditioning facilities shall be borne by the Lessees of the
      Building in proportion to their respective floor areas.  In the event
      the LESSEE requests and LESSOR grants the use of the air-conditioning facilities
      beyond the regular hours aforestated, the LESSEE shall answer for the additional
      electricity consumption and cost of additional usage and maintenance of the
      facilities as billed by LESSOR; all such charges and costs shall be paid within
      thirty (30) days from receipt of the LESSOR's billing.

    


    12.A.  OTHER
      ELECTRICAL APPLIANCES - No additional air-conditioning units other than
      the centralized air-conditioning system shall be allowed to be used or installed
      in the Leased Premises without the written consent of the LESSOR, which consent
      shall not be unreasonably withheld, conditioned or delayed..  Except
      for the usual electrical office equipment or appliances such as electric
      typewriters, computers, calculators, photocopying machines, mimeographing
      machines, telex or fax machines, small refrigerator and small coffee maker,
      no
      other electrical equipment or appliance shall be installed or used in the Leased
      Premises without the prior written consent of the LESSOR.  The use of
      gas/electric stoves/ovens for the purpose of cooking food, heating of water
      or
      cooked food, beverages or other liquids is absolutely prohibited.

    


    12.B.  EXTRA
      ELECTRICAL OUTLETS, ETC.  -  The installation of
      additional electric, water, telephone and/or teletype connections in the Leased
      Premises shall be for the account and expense of the LESSEE and may be made
      only
      after obtaining the written consent and approval of the LESSOR.

    


    Uniform
      standard electric fixtures
      found in the Leased Premises at the commencement of the lease have been supplied
      by the LESSOR; thereafter. any replacement thereof shall be at the expense
      of
      the LESSEE and with the prior written consent of the LESSOR which consent shall
      not be unreasonably withheld, conditioned or delayed.

    


    13.  EMERGENCY
      GENERATOR SET - The Building is provided with an emergency generator
      set in case of power failure.  Subject to the written approval of the
      LESSOR, the LESSEE may avail the use of said generator set by tapping or
      connecting its electrical devices with said generator set.  The LESSEE
      shall pay its corresponding proportionate consumption of electricity, including
      the costs of installation and maintenance thereof, to the LESSOR.

    


    The
      emergency generator set facility shall be in operation from 8:00 A.M. to 5:00
      PM
      from Monday to Friday (exclusive of holidays), and from 8:00 A.M. to 12:00
      noon
      on Saturdays (also excluding holidays).  In the event the LESSEE
      desires to avail of said facility beyond the aforementioned regular hours,
      the
      LESSEE shall make special arrangements with the LESSOR for such extended
      availment and inform the latter at least two (2) hours prior to the intended
      time of extended use, subject to LESSOR's determination as to whether said
      facility may be availed of to service the LESSEE'S requirement.

    


    14.  DISCLAIMER
      OF
      LIABILITY - The LESSOR shall not be held liable by the LESSEE in any
      manner for the non-operation (due to breakdown or any other cause) of the
      emergency generator set, elevators, water pump and/or other facilities of the
      Building or the Leased Premises, nor for the failure of electricity or other
      utilities due to causes beyond the control of LESSOR.

    


    15.  TRANSFER
      OF
      OWNERSHIP OF BUILDING– In the event ownership of the Leased Premises is
      transferred to another person or entity, all the terms and conditions of this
      Contract shall remain valid and subsisting and shall be binding on the
      transferee. In such an event, the parties hereto agree to execute another
      contract of lease for the remainder of the Lease Period or any extension or
      renewal thereof, containing exactly the same terms and conditions as herein
      contained, to be signed by the transferee of the Building and the
      LESSEE.

    


    16.           AREAS
      OF INGRESS/EGRESS - The external sidewalks, doorways, entries,
      alleyways, passages, corridors, stairways, fire escapes and elevators and
      lobbies of the Building shall not be obstructed nor used by the LESSEE for
      any
      other purpose than ingress to and egress from the Leased Premises or the
      Building.

    


    17.  INFLAMMABLE
      AND
      EXPLOSIVE MATERIALS  - The LESSEE shall not bring into or
      store in the Leased Premises or the Building or any part thereof, any material
      or thing that is inflammable or explosive in nature, nor install therein any
      apparatus, machinery or equipment (except those which may ordinarily or
      reasonably be used or needed by LESSEE in the pursuit of its business) which
      may
      cause obnoxious odors, pollution, tremors or noise or which may expose the
      Leased Premises to fire or increase the fire hazard of the Building or which
      may
      tend to increase the insurance rate for the Building, or any other articles
      which the LESSOR may reasonably prohibit, it being understood that should the
      LESSEE violate this provision, it shall be answerable for all damages caused
      thereby.

    


    18.  SUB-LEASE
      OR
      ASSIGNMENT OF LEASE - The LESSEE shall not directly or indirectly
      sub-lease, or assign, transfer, convey or in any manner encumber his right
      of
      lease over the Leased Premises or any portion thereof under any circumstances
      and in any form whatsoever; any contract that may be made, or transaction
      entered into, in violation of this provision shall be null and
      void.  It is expressly understood and agreed by the parties that the
      business reputation and financial capacity of the LESSEE as herein represented,
      and the nature of the occupancy of the Leased Premises as above restricted
      and
      constituted, are special considerations and inducements for the granting of
      this
      lease contract by the LESSOR; consequently, any violation, direct or indirect,
      of any of the stipulations hereof, including this provision on the prohibition
      against sub-lease and assignment of lease, shall automatically and irrevocably
      terminate this Contract of Lease from the time such violation occurs. The
      LESSOR, however, has the absolute and unrestricted right to assign, transfer
      or
      otherwise convey its rights under this Contract in favor of any person,
      affiliate or subsidiary.

    


    19.  JANITORIAL,
      SECURITY AND OTHER SERVICES  - Janitorial, maintenance,
      security and/or other services in the Leased Premises exclusively used or
      enjoyed by the LESSEE shall be the exclusive responsibility of, and for the
      sole
      and exclusive account of the LESSEE, who shall make the necessary arrangements
      with and pay directly to the parties concerned.  Facilities and/or
      services used in common by Lessees of the Building shall be paid for by them
      in
      proportion to the areas leased by them.  Such services may include,
      but not limited to, janitorial, maintenance, security, electrical, plumbing
      and
      air-con maintenance.

    


    20.  TAXES,
      LICENSES AND
      PERMITS - The
      LESSEE hereby agrees to pay all charges, taxes, assessments and impositions
      which may, at any time during the lease period, be imposed or charged by the
      governmental authority in respect of the operation of the LESSEE's business
      on
      the Leased Premises.  The LESSEE shall obtain, in its own name,
      all licenses and permits required for the operation of its
      business.

    


    In
      addition, LESSEE shall be liable to
      Value Added Tax on all payments made to the LESSOR except when the LESSEE is
      exempted from Value Added Tax as attested to by a VAT-Exempt
      Certificate.

    


    21.  GARBAGE
      RECEPTACLES  -  The LESSEE shall provide itself, at
      its own expense and cost, with receptacles which the Municipal Ordinances and
      the Ayala Commercial Estate Association or its successors may require to hold
      and contain waste matter, garbage and refuse and shall deposit them within
      the
      Leased Premises or at such places as may be designated by LESSOR.  The
      garbage fees assessable against the Building shall be paid by the LESSEES in
      proportionate share.

    


    22.  INSURANCE  -
      The LESSEE shall be responsible for obtaining the appropriate insurance coverage
      on its properties and improvements found or located within the Leased
      Premises.

    


    23.           SECURITY
      - LESSOR shall provide a 24-hour security detail to police the main

    entrance(s)
      and exit(s) of the Building, but LESSOR shall not in any manner be held
      accountable or liable for any loss or damage that may be suffered by the LESSEE
      in or about the Leased Premises or any part of the Building due to theft,
      robbery, arson and other crimes.  LESSEE may provide its own security
      guards for its Leased Premises, but LESSEE shall give prior written notice
      to
      the Building Administrator of the assignment of such security guards, and
      furnish such details and other information as may be reasonably
      requested.  The LESSEE shall cause its security guards
      to  (i) coordinate and cooperate fully with the LESSOR's security
      detail at all times, and  (ii) be subject to the overall supervision
      and direction of the Building Administrator.

    


    24.  DESTRUCTION
      OF
      LEASED PREMISES  - If the Leased Premises are destroyed in
      whole or in substantial part by fire, earthquake or any other cause not
      attributable to the acts of the LESSEE, its agents and employees, guests,
      customers or visitors, then this lease shall ipso facto terminate, and LESSOR
      shall have no further obligation to LESSEE except to return the unused portion
      of the paid rent to the LESSEE within a reasonable period of time, and the
      latter shall immediately vacate and surrender the Leased Premises to the
      LESSOR.  In case of minor damage to the Leased Premises due to fire,
      earthquake or any other cause not attributable to the acts of the LESSEE, its
      employees, guests, customers or visitors, the LESSOR shall undertake expeditious
      repairs of such damage.

    


    25.  EXPROPRIATION
      -
      In the event that expropriation proceedings involving or affecting the Leased
      Premises or the Building are instituted 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 should the Leased
      Premises become no longer useful for the purposes of this lease, upon giving
      the
      other party thirty (30) calendar days' prior written notice
      thereof.  In case of such expropriation, the LESSEE hereby
      unconditionally and irrevocably relieves and releases the LESSOR from any and
      all liability under this Contract, without prejudice to whatever recourse the
      LESSEE may have against the expropriating entity on account of damage done
      or
      caused to it or its properties.

    


    26.  DISTURBANCE
      OF
      POSSESSION - Disturbance or discontinuance of the LESSEE's possession
      of the Leased Premises due to causes beyond the reasonable control of the LESSOR
      shall confer no right of any kind to the LESSEE as against the
      LESSOR.

    


    27.
STRIKES,
      LOCKOUTS AND OTHER
      LABOR DISPUTES - In the event that, as a result of labor disputes or
      activities involving the LESSEE or arising in anyway from the conduct of
      LESSEE's business, a picket line is established upon the Leased Premises or
      in
      the vicinity thereof, or there is any other activity which, in the judgment
      of
      the LESSOR, interferes with or affects the operations of the LESSOR and the
      other lessees, the LESSOR may terminate this Contract by advance written notice
      to the other party.  Any extra security services contracted by the
      LESSOR by reason of such occurrence(s) shall be for the account of the
      LESSEE.

    


    28.  ABANDONMENT
      OF
      LEASED PREMISES  - In case the Leased Premises shall be
      abandoned, deserted or vacated before the expiration of this lease, or any
      of
      the terms and stipulations hereof be violated, the LESSOR shall have the right
      to enter the same as the agent or attorney-in-fact of the LESSEE, and the LESSOR
      shall furthermore have the option to relet the same to any other party without
      prejudice to any right of action against the LESSEE.

    


    29.  RENOVATIONS,
      ALTERATIONS, ADDITIONS, OR IMPROVEMENTS  - The LESSEE shall
      not make or introduce any alterations, renovations, improvements or additions
      to
      the Leased Premises or to the Building without first securing the prior written
      consent of LESSOR.  LESSOR, however, has the absolute and unqualified
      right to refuse any request of LESSEE to make or introduce such alterations,
      renovations, additions or improvements as do not meet the specifications of,
      or
      are otherwise unacceptable to the LESSOR.  However, the prior consent
      of the LESSOR shall not relieve the LESSEE from the responsibility of obtaining
      the relevant permit from the appropriate governmental authorities; neither
      will
      it relieve the LESSEE from full compliance with all Building or Fire Codes
      and
      Regulations.  All expenses for any permit and government inspection
      fee shall be for the LESSEE's own account.  The LESSOR shall have the
      right to inspect the work during and after completion thereof to assure such
      compliance.

    


    Upon
      the
      expiry or earlier termination of this Contract, all fixed and permanent
      improvements introduced or made on the Leased Premises by the LESSEE shall
      inure
      to the benefit of, and become the property of the LESSOR without any need to
      reimburse the cost thereof to the LESSEE.  All apparatus, fixtures and
      equipment as well as constructions, shelving, and the like, which are not
      permanently attached to the Leased Premises or to the Building and which may
      be
      removed without damage to the Leased Premises or the Building or any part
      thereof, shall remain the property of the LESSEE, to be removed from the Leased
      Premises upon the expiration or earlier termination of this Contract, without
      prejudice to LESSOR's right of retention to defray any and all damage, loss
      or
      expense caused by or unpaid rent due from LESSEE.

    


    30.  REPAIRS
      AND
      MAINTENANCE - LESSEE shall, at its own expense, maintain the Leased
      Premises in good order and condition.  All expenses for replacement of
      electrical bulbs and for the repair of locks, electrical switches and all other
      items included in the Leased Premises, except for damages resulting from
      structural defects in the Building, shall be for the account of the
      LESSEE.  When the Leased Premises are returned, these items must be
      intact and in good working condition.

    


    Breakage
      of glass materials or other
      breakable items within the Leased Premises caused by the fault or negligence
      of
      LESSEE, its agents, employees, guests or visitors, shall likewise be for the
      account of and be paid for by the LESSEE.

    


    Existing
      electric, plumbing or other
      service installations in the Leased Premises and the Building shall not be
      tampered with, changed, altered or new installations made without the LESSEE
      first securing the prior written consent of LESSOR.

    


    Damage
      to any part of the Leased
      Premises or the Building which may be caused through the malicious or negligent
      acts of the LESSEE, its employees, agents, guests or visitors or by persons
      for
      whose acts LESSEE is responsible, shall be the liability of and be paid for
      by
      the LESSEE.  The repair of the damages caused shall be undertaken by
      LESSEE thru qualified and/or licensed workmen or contractors at LESSEE's
      expense, and in case of failure of LESSEE to undertake immediately such repairs
      or restoration, the same may be effected by LESSOR and all expenses incurred
      therefor shall be charged against and paid by LESSEE within five (5) calendar
      days from written demand for payment by LESSOR.

    


    31.  ACCESS
      FOR
      REPAIRS, ETC.  -  The LESSEE shall, at all times,
      provide the LESSOR and its employees, agents and representatives unhampered
      access to the Leased Premises for the purpose of carrying out repairs,
      maintenance, renovation or repainting works, or of undertaking all works
      necessary or useful for the preservation, conservation or decoration of the
      Building or any part thereof.  No compensation or claim shall be
      allowed against the LESSOR by reason of any inconvenience, annoyance or injury
      to the LESSEE'S business that may arise by virtue of the LESSOR undertaking
      any
      work covered by this provision.

    


    32.  INSPECTION
      OF
      PREMISES - The LESSOR's agents and representatives shall have the right
      to enter the Leased Premises at all reasonable hours to inspect and examine
      the
      same, or at any time whenever necessary, such as in cases of fire or other
      emergencies, for the operation, maintenance and/or protection of the Building
      or
      its installations, and during the last six (6) months of the lease, to exhibit
      the Leased Premises to prospective tenants.

    


    33.
RULES,
      REGULATIONS,
      ETC.  -  The LESSEE shall at all times comply with,
      and shall cause its agents, employees, visitors and guests to likewise comply
      with, all rules and regulations which may be promulgated from time to time
      by
      the LESSOR or the Building Administrator, and with all the statutes, laws,
      ordinances, rules and regulations promulgated by the duly constituted
      authorities of the local or National Government relating to the use, occupancy,
      safety and sanitation of the Leased Premises and of the Building.

    


    34.  COMPLIANCE
      WITH
      LAWS  - In the conduct of its business, the LESSEE shall
      comply with all laws, decrees, ordinances, rules and regulations promulgated
      by
      the Government of the Republic of the Philippines, its subdivisions, agencies
      and instrumentalities and shall indemnify and render the LESSOR free from and
      harmless against any claims, suits, damages or proceedings arising out of or
      in
      connection with any violation thereof.

    


    35.  LIABILITY
      FOR
      SUITS, ETC.  -  The LESSEE shall indemnify and hold
      the LESSOR free from and harmless against any and all actions, suits, damages,
      liabilities, claims, costs and expenses whatsoever arising out of or in
      connection with the non-compliance by the LESSEE or any of its agents,
      employees, guests or customers with the applicable statutes, laws, ordinances,
      rules and regulations referred to above.

    


                 36.  LOSS,
      INJURY OR DAMAGE TO THIRD PERSONS  - The LESSEE hereby
      assumes full and exclusive responsibility for any loss, injury or damage to
      the
      Leased Premises itself, the LESSEE, its employees, guests, visitors or other
      individuals, and their respective properties, while remaining either casually
      or
      on business in any part of the Leased Premises from any cause whatsoever and
      further binds itself to indemnify and hold the LESSOR free and harmless from
      any
      such claim for loss, injury or damage excepting only where such loss, injury
      or
      damage is due solely to the gross negligence or fault of the
      LESSOR.

    


    37.  LESSOR
      SHALL NOT
      BE LIABLE NOR RESPONSIBLE -

    


    
      	
               

            	
               a)

            	
              For
                the presence of bugs, vermin, ants, termites and other insects, rodents
                and pests, if any, in the Leased Premises; but the LESSEE is required
                to
                free the Leased Premises of their
                presence;

            


    

    


    
      	
               

            	 	
               b)

            	
              For
                the failure of water supply, electric current and/or communications
                systems as well as all other utilities and facilities in the Leased
                Premises or the Building due to causes not within the LESSOR's reasonable
                control;

            


    

    


    
      	
               

            	
              c)

            	
                For
                any loss, injury or damage caused or occasioned by, or arising from
                bursting or leaking of plumbing, gas, water and/or other pipes, or
                air-
                conditioning system, or the bursting, leaking destruction of any
                cistern,
                tank, wash stand, water closet, or waste pipe in, above, upon or
                about the
                Leased Premises;

            


    

    


    
      	
              d)  

            	
              For
                any loss, damage or injury arising from the acts or negligence of
                LESSEE
                or its agents, employees, representatives or any and all other
                persons.

            


    

    


    38.  TERMINATION
      OF
      LEASE  - The LESSEE agrees to promptly and peaceably return
      and surrender the Leased Premises at the expiration of the term of this lease
      or
      its earlier termination, as the case may be, in as good condition as reasonable
      wear and tear will permit and without any delay whatsoever, devoid of all
      occupants, furniture, articles and effects of any kind other than such
      properties, alterations, installations, additions or improvements, ownership
      over which accrues in favor of the LESSOR in accordance with the provisions
      of
      this Contract, without prejudice to LESSOR's right of retention to defray any
      and all damages caused by or unpaid rent due from LESSEE.

    


    39.  NO
      WAIVER - The failure of the LESSOR to insist upon a strict performance
      of any of the terms, conditions, stipulations and covenants hereof shall not
      be
      deemed a relinquishment or waiver of any right or remedy that LESSOR may have
      nor shall it be construed as a waiver of any subsequent breach or default of
      the
      terms, conditions, stipulations and covenants hereof which shall continue to
      be
      in full force and effect.  No waiver by the LESSOR of any rights under
      this Contract shall be deemed to have been made unless expressed in writing
      and
      signed by the LESSOR.

    


    All
      remedies granted to the LESSOR
      under this Contract or elsewhere shall be deemed cumulative and
      non-exclusive.

    


    40.  BREACH
      OR
      DEFAULT  -  (a) The LESSEE agrees that all the
      stipulations herein shall be deemed essential conditions hereof, and that if
      default or breach be made of any such conditions, the LESSOR shall have the
      absolute and unrestricted right to terminate and cancel this Contract upon
      five
      (5) calendar days' written notice delivered at the Leased Premises or posted
      on
      the main door thereof, and in such event, the LESSEE hereby irrevocably empowers
      LESSOR, its authorized agents, employees and/or representatives as the LESSEE's
      duly authorized attorneys-in-fact, even after the termination, expiration or
      cancellation of this Contract, with full powers and authority to open, enter,
      repossess, secure, enclose, fence or otherwise take full and complete physical
      possession and control of the Leased Premises and all its contents without
      resorting to court action and/or to summarily disconnect electrical, water,
      telephone and other utility services to the Leased Premises; LESSEE further
      agrees to pay the LESSOR the proportional rent, utilities and common area
      expenses until such time the LESSEE actually vacates the Leased Premises
      regardless of the date of termination of this Contract by the
      LESSOR.

    


    LESSEE
      furthermore irrevocably empowers
      LESSOR, its authorized agents, employees and representatives to take inventory
      and possession of whatever equipment, furniture, fixtures, articles,
      merchandise, etc. found in the Leased Premises belonging to LESSEE and to place
      the same in LESSOR's custody for safekeeping, charging the LESSEE the
      corresponding storage fees therefor; that in case LESSEE fails to claim said
      items from storage, and simultaneously liquidate any liability with LESSOR
      within fifteen (15) calendar days from date of said transfer to LESSOR's
      custody, LESSOR is likewise hereby expressly authorized and empowered by LESSEE
      to dispose of said property/ies in a public sale before a Notary Public of
      LESSOR's choice and to apply the proceeds thereof to whatever liability and/or
      indebtedness LESSEE may have to LESSOR plus reasonable expenses for the same,
      including storage fees, and the balance if any, shall be turned over to
      LESSEE.

    


    LESSEE
      hereby expressly agrees that any
      or all acts performed by LESSOR, its authorized agents, employees and/or
      representatives under the provisions of this paragraph may not be the subject
      of
      any petition for a writ of preliminary prohibitory or mandatory injunction
      in
      court, and that LESSOR and/or authorized agents, employees and representatives
      shall be free from any civil and/or criminal liability or responsibility
      whatsoever therefor.

    


    In
      case this Contract is terminated or
      cancelled, whether judicially or extra-judicially, by reason of any default
      or
      breach committed by the LESSEE, the said LESSEE shall be fully liable to the
      LESSOR for the damages that is sustained by the latter, actual or consequential,
      resulting from such default or termination.

    


    (b)
JUDICIAL
      RELIEF  - Should the LESSOR be compelled to seek judicial
      relief against the LESSEE, the latter shall, in addition to any other damages
      that may be awarded to the LESSOR, pay an amount equivalent to 30% of the entire
      amount claimed in the complaint, as and by way of attorney's fees, which amount
      shall in no case be less than P 30,000.00, aside from the costs of litigation
      and the expenses which the law entitles the LESSOR to recover from the
      LESSEE.

    


    41.  CAPTIONS
      - The
      captions appearing in this Contract are inserted only as a matter of convenience
      and for reference, and in no way define, limit or prescribe the scope and intent
      of this Contract or any of the provisions hereof.

    


    42           SEPARABILITY
      - The invalidity or unenforceability of any provision hereof shall not affect
      or
      impair the other provisions which otherwise can be given full force and
      effect.

    


    43.  ENTIRE
      AGREEMENT  - This Contract constitutes the complete and
      exclusive statement of the terms and conditions of the Contract of Lease between
      the parties with respect to the subject matter referred to herein.  No
      statement or agreement, oral or written, made prior to the execution hereof,
      and
      no prior conduct or practice of either party shall vary or modify the written
      terms and conditions set forth in this Contract.  No alterations,
      additions or variations of the terms and conditions of this Contract shall
      be
      valid unless made in writing and signed by both parties hereto.

    


    44.  NOTICES
      - ALL notices or demands of any kind of which LESSOR may be required or may
      desire to serve on LESSEE under the terms of this lease may be served (as an
      alternative to personal service) by submitting a copy of such demand or notice
      or by mailing a copy thereof to the Leased Premises.  Service shall be
      deemed complete at the time of the leaving of such notice as aforesaid or within
      five (5) calendar days from mailing of same.  All notices from LESSEE
      to LESSOR may be served on LESSOR at Jaka 6780 Building Administration Office
      or
      at such other address as LESSOR may in writing designate to LESSEE.

    


    45.  VENUES
      - Venue of all actions, arising from or in connection with this Contract shall
      be the proper courts of Makati City, all other venues being expressly
      waived.

    


    46.  BUILDING
      ADMINISTRATOR  - The LESSEE hereby recognizes the authority
      of the LESSOR to designate LANDEV CORPORATION, as Property Manager, who shall
      act as the LESSOR's representative in all matters related to this Contract
      of
      Lease.  The LESSEE further recognizes and acknowledges the authority
      of LANDEV CORPORATION or its duly appointed Building Administrator in all
      matters pertaining to this Contract.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
      and
      executed on the date and at the place first above written.

    


    


    
      	
              AVERON
                HOLDINGS CORPORATION

            	
              MBS
                TEK Corporation

            


    

    
      	
              (Lessor)        

            	
                              (Lessee)                                                                    

            


    

     

    By:  /s/
      Loida C.
      Papilla                                                                                     By:  /s/
      Emelda J. Perez

    


    Loida
      C.
      Papilla                                                                                         Emelda J.
      Perez

    Assistant
      Vice
      President                                                                                  VP,
      Human Resources

     

    
 

    /s/Adeline
      N.
      Carbonell                                                                           

    


    ADELINE
      N.
      CARBONELL                                                                           

    Senior
      Vice President

    Head
–
      Asset management Disposition &

    Remedial
      Group

    


    


    


    SIGNED
      IN
      THE PRESENCE OF:

    


    


        _________________________         __________________________

    


    


    


    


    ACKNOWLEDGMENT

    


    REPUBLIC
      OF THE PHILIPPINES )

    MAKATI CITY
      ) S.S.

    


    BEFORE
      ME, the undersigned Notary
      Public in and for Makati City this 11 day of October, 2007, personally
      appeared:

    


    Name                                           Community
      Tax
      Certificate                                                                     Date/Place
      Issued

    


    Loida
      C.
      Papil                                                                                     01576129                                1/12/07
      - Manila

    Adeline
      N.
      Carbonell                                                                                     04875172                                3/07/07-
      Manila

    Emelda
      J.
      Perez                                                                                     18353674                                3/2/07–Quezon

    


    


    


    


    Corporate
      Certificate                   Date/Place
      Issued

    


    Averon
      Holdings Corp.

    MBS
      TEK
      Corp.                                                                0620051467                                 07/01/05
– Mandaluyong City

    


    


    known
      to
      me and to me known to be the persons who executed the foregoing instrument,
      and
      they  acknowledged to me that the same is their own free and voluntary
      act and deed.

    


    This
      instrument pertains to a Contract
      of Lease covering the 1,017 square meters gross floor area of
      the entire 5th  Floor of JAKA 6780
      Building and consists of  ______ (__) pages,
      including this page wherein this acknowledgment is written, as well as the
      attached Annex "A", duly signed by the herein parties and their instrumental
      witnesses.

    


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

    


    Doc.
      No.
      __52___:

    Page
      No.
      __12___:

    Book
      No.
      _xx____:

    Series
      of  2007