A.

WHEREAS, the LESSEE intended to renew its lease for another one
year following the
LESSOR’S rental rate of Php800.00/sqm monthly rental, VAT-Exclusive.

- is this a new contract? Im confused because of the word renew. if

this isnt a new contract and is for renewal, ok let it be.

B. 2. Lease Term - The lease shall be for a period of one (1) years,
to begin on _________
and shall expire on the midnight of _____________ and renewable for
another period subject to the terms and conditions as may be mutually
agreed upon by the Parties. The LESSEE, however, shall have the right
to pre-terminate the Lease Agreement but will incur a penalty by
forfeiture of all its security deposit for such pre-termination.

- penalty for pre-termination by lessee, its one sided and grossly

advantageous to the lessor, as such, it is recommended that there be
instances justifying pre-termination such as delay on the part of the
lessor in the fulfillment of any obligation or failure on their part
to fulfill a certain obligation. I think the internet connection and
support should be provided for here as a valid cause for
pre-termination without forfeiting the security deposits. Also, if in
case the building becomes inhabitable or unusable due to the fault of
the lessor, it should also be a valid ground for pretermination
without forfeiting the security deposits. A similar provision is found
in item no 10 however it did not specify that the pretermination would
not forfeit the security deposits.

C. Sub-lease and Non-transferability - The LESSEE shall not be allowed

to sub-lease
any part of the LEASED PREMISES to any third party, or transfer its
rights in this ontract, without the prior written approval of the
LESSOR.

- PROVISION FOR ASSIGNMENT OF CONTRACT TO CORP FREE OF CHARGE AND WITH

THE ADVANCE EXPRESS CONSENT OF THE LESSOR should be added as the party
here is in the sole proprietor capacity. As such, assignment or
transfer is inevitable.

D. 11. Insurance - The LESSEE shall insure the buildings and

improvements within the
LEASED PREMISES, with the LESSOR as the beneficiary, and the LESSEE
shall provide the LESSOR a copy of any such insurance contract
involving the LEASED PREMISES or any part thereof. The LESSOR,
however, has the option of securing the insurance at the expense of
the LESSEE, with the LESSOR as beneficiary. In all cases, the
insurance proceeds shall be used solely for the reconstruction of the
damaged buildings and improvements on the LEASED PREMISES.

- i think we should meet with the insurance reps i told you about
before you decide on who will secure the insurance.

E. 13. Building Association Dues - Dues for common services and any
other similar
assessments made by the LESSOR against the area of the Leased Premises
for common and/or shared utilities, facilities, properties, services
and expenses (Building Dues) at the rate of Sixty Five Pesos per
square meter (Php 65.00/sq.m) per month shall be for the account of
LESSEE shall be paid directly by the LESSEE to the LESSOR. However,
the utilities such as water and electricity consumed by the LESSEE
from the hand over date, during the rent-free fit-out period shall be
billed to the LESSEE.

- Please note that the association dues is on top of the monthly rental dues.

F. Provision 16 on DEFAULT

- Please note that a one time failure to pay the lease would be a
forfeiture of the whole contract already, it is suggested that three
(3) continuous payments be made basis as forfeiture of the contract. I
am not saying that we will not be able to pay or that we are not good
for it, I am just suggesting this as a precaution.

F.1 In the event the LESSOR shall default in the performance of any of
the terms or conditions of this Lease, the LESSEE shall promptly
notify the LESSOR in writing. If the LESSOR shall fail to cure such
default within twenty (20) days after receipt of such notice, or, if
the default is of such character as to require more than twenty (20)
days to cure, the LESSOR shall fail to commence to do so within twenty
(20) days after receipt of such notice and thereafter diligently
proceed to cure such default, then in either event the LESSEE may cure
such default and such expenses shall be deducted from the rent
otherwise due, or the LESSEE may cancel and terminate this Lease.

- Please add "Without forfeiting the security deposits."

G.  17. Penalty Clause - In the event that the LESSEE still fails to
pay within twenty (20)
days after receipt of notice from the LESSOR of the former’s default
in payment, the LESSEE shall be liable for payment of a penalty, in
addition to the payment of total monthly rentals in arrears, without
prejudice to the LESSOR”S right to forfeit the lease to enforce its
performance in any manner provided by law.

- The PENALTY should be EXPRESSLY STATED, a fixed amount or percentage

should suffice.

H. 18. Abandonment and Non-payment - The LESSOR has the right to sell
LESSEE’S properties to pay its obligations in case of abandonment and
non-payment of rental, utilities and damages. Upon termination of the
lease or in case of abandonment of the premises, the LESSOR shall be
free to enter the LEASED PREMISES.

- It is suggested that this provision be removed. In the event of

non-payment of rentals (what if there is a misunderstanding on the
payment or falsely claim non-payment), this gives the lessor the right
to enter the leased premises and take the property and sell the same.
Very dangerous provision.

I. 19. Special Power of Attorney - A copy attached hereto which is

made an integral part
hereof as “ANNEX E” authorizing the LESSOR to take physical possession
of the LEASED PREMISES in case of LESSEE’S violation of the terms and
conditions of the binding Contract.

- same observation as to the previous provision. It is highly and

firmly suggested that this provision be removed.