INDEMNITY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is made, entered and executed by and between:

_______________________________, both of legal ages, married,

Filipinos, and residents of __________________________,
hereinafter referred to as the INDEMNIFIED PARTY;

and

_________________________, likewise of legal age, married,

Filipino, and a resident of _____________________, hereinafter
referred to as the INDEMNIFYING PARTY; witnesseth:

WHEREAS, for value received, the INDEMNIFYING PARTY jointly and

severally agree to indemnify and save harmless the INDEMNIFIED PARTY and
their successors, employees and assigns from any claim, action, liability, loss,
damage or suit, under the following terms and conditions:

1. COVERAGE OF INDEMNIFICATION- Any claim, action, liability, loss,

damage or suit brought about by
___________________________________________________________
_______________________________________________________

2. EXCEPTIONS TO INDEMNIFICATION- Not included in the coverage of

indemnification:

a. Violations of the terms and conditions of committed by the

INDEMNIFIED PARTY, their successors, employees and assigns with
respect to the contract of lease covering the leased premises;
b. Acts of the INDEMNIFIED PARTY, their successors, employees and
assigns committed in bad faith, in a fraudulent manner, dishonesty, and
those constituting willful misconduct and deliberate sabotage;

3. NOTICE- Where any claim is asserted, INDEMNIFIED PARTY shall provide

INDEMNIFYING PARTY with at least five (5) prior notice of the same in
writing; hand/personal delivery of notice shall be adequate;

4. DUTY TO PROTECT- Thereafter, INDEMNIFYING PARTY shall at its own

expense defend, protect and save harmless INDEMNIFIED PARTY against
said claim, action or any loss or liability resulting therefrom.;

5. SETTLEMENT- both parties shall not settle any covered actions or claims
without first obtaining the written consent of the other party; consent shall
not be unreasonably be withheld;

6. COOPERATION- both parties agree to cooperate in good faith, provide all

the necessary documents/information and to exert their best efforts required
for the defense of any covered actions or claims;

7. FAILURE TO DEFEND- Should INDEMNIFYING PARTY fail to so defend

and / or indemnify and save harmless, then, in such case, INDEMNIFIED
PARTY shall have full rights to defend, pay or settle said claim on their own
behalf without notice to INDEMNIFYING PARTY for all fees, costs, and
payments made or agreed to be paid to discharge said claim;
Page 1 of 2
 Any expenses, judgements, fines, settlements and any other amounts
actually and reasonably incurred with the defense of the action or claim
covered by this indemnification agreement;

8. LEGAL FEES- INDEMNIFYING PARTY agrees to pay all legal and

reasonable attorneys' fees necessary to enforce said indemnification;

9. DURATION- This agreement shall commence on ______________and

shall terminate on _____________________;

10. SEPARABILITY- In case any provision in this agreement shall be found

invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

NOW, THEREFORE, the parties made and entered this agreement in good
faith and any and all stipulations set forth herein shall be duly complied with
accordingly.

IN WITNESS WHEREOF, both parties have hereunto set their hands this
__________________ at ____________________.

_______________
Indemnifying Party
_____________________________

_______________________ __________________________
Indemnified Party Indemnified Party
Id No._____________________ ID No._____________________

SIGNED IN THE PRESENCE OF:__________________ & _________________

REPUBLIC OF THE PHILIPPINES)

_______________________ )S.S.
_________________________ )
x------------------------x

BEFORE ME, a Notary Public, for and in the Municipality of Malay, Province
of Aklan, personally appeared
____________________________________________, who are known to me
and to me known to be the same persons who executed the foregoing instrument
and acknowledged under oath that the same is their own free will, voluntary act
and deed.

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

Page 2 of 2