PHIVIDEC Industrial Authority PHIVIDEC Industrial Estate-Misamis Oriental Administration Bldg., MCT Complex, Tagoloan, Misamis Oriental 9001, Philippines Tel. Nos. (088) 5670-135 / 315 / 316 (PLDT) (088) 890-1108 / 1110 (Philcom) (08822) 740245; 740752 (Misortel) Fax Nos. (088) 5670-194 / (08822) 740177 Webpage: http://www.phividecauthority.com.ph

APPLICATION FOR REGISTRATION AS AN ESTATE ENTERPRISE MANUFACTURING/PROCESSING PLANTS

APPLICATION NO. DATE FILED O.R. NO. FOR PIA USE ONLY

A. APPLICANT:

Name of Firm

Address

Tax Identification No.

Telephone / Cell. No. Fax No.

B. TYPE OF REGISTRATION APPLIED FOR:

1. � Manufacturing or � Processing

2. � New Producer or � Existing Producer or � Expanding Producer

3. � Export Producer or � Domestic Producer

C. NATURE OF BUSINESS ENTITY:

� Corporation � Partnership � Sole Proprietorship

D. ENTITY UNDERTAKING THE PROJECT IF NOT THE APPLICANT:

Name

Address

Telephone/Cell. No. Fax No.

E. APPLICANT'S PARENT COMPANY OR MANAGEMENT COMPANY:

Name

Address

Telephone/Cell. No. Fax No.

F. APPLICANT'S OFFICIAL REPRESENTATIVE(S) TO PIA:

Name Name

Address Address

Telephone/Cell. No. Telephone/Cell. No.

Fax No. Fax No.

Community Tax Certificate No. Community Tax Certificate No.

Issued on: Issued at: Issued on: Issued at:

G. APPLICANT'S BUSINESS REGISTRATION:

OFFICE REGISTRATION NO. DATE

1. Board of Investments (BOI)

2. Securities & Exchange Commission (SEC)

3. Department of Trade & Industry (DTI)

4. Others:

H. PROJECT SUMMARY:

1. Nature of Project

2. Space and Utility Requirements

Land Space Area Needed Ha.

Standard Factory Building Area Needed Sq. m.

Projected Power Requirements kW/month

Projected Water Requirements

a.) Industrial Water cu. M./month

b.) Domestic Water cu. M./month

Employment Projection

Start of Operation: After 3 years:

3. Specific Export Products to be produced:

Products Percentage of Imported Raw Materials

4. Export Projection:

First Year of Operation

After three (3) years

5. Maximum Attainable Capacity Tons/Year

I. CAPITAL STRUCTURE - FOR CORPORATIONS ONLY (Value in Pesos)

Rate of Exchange Used ___________________ Authorized No. ____________________ Common Stock ___________________ Amount P ____________________ Par P ____________________

TOTAL CAPITAL INVESTMENT FOR THE 1ST 3 YEARS OF OPERATION

Land P ___________________________ Building P ___________________________ Machineries P ___________________________ Others:

SOURCE OF FINANCING:

J. NATIONALITY No. Subscribed Amount (P)

% Total No. Paid-up Amount (P)

% Total

1. Filipino

2. Non-Filipino

a.

b.

c.

d.

TOTAL

CAPITAL OF PARTNERS OR SINGLE PROPRIETOR:

Name Nationality Residence Capital % of Firms Total

TIN

K. APPLICANT'S BUSINESS ACTIVITIES OTHER THAN THOSE COVERED BY THIS APPLICATION:

Name Location Product/Service

L. APPLICANT'S MARKETING AGENCY:

Name

Local Address

Overseas Address

Telephone No. Fax No.

M. EXPORT MARKETS:

Existing Proposed

N. APPLICANT'S INCORPORATORS - For Corporations Only:

Name No. of Shares TIN

O. PRINCIPAL OFFICERS:

Name Position Nationality Residence TIN

P. PLAN OF OPERATION AFTER REGISTRATION:

1. Construction of factory building __________________ months later. 2. Production starts _______________________ months later. NOTE: An Estate enterprise shall submit three (3) copies of the building plans and specifications within forty (40) days from the date of registration and shall commence construction within ______________ days after the Authority's approval of said plans and specifications.

Q. APPLICANT'S SUBMISSION OF PROJECT FEASIBILITY STUDY (PFS):

The PFS shall be submitted on: __________________________________________________

R. LEGAL FORMS: (Please accomplish attached forms)

A. Anti-Graft Certificate (duly notarized) B. Deed of Undertaking (duly notarized) C. Secretary's Certificate/ Board Resolution authorizing the filing of application and designation of representative (s)

Submitted by: Concurred by: ___________________________ ______________________________ Official Representative to PIA President or Head of Office Referred by: Received by: ___________________________ _____________________________ BDD Staff

REGISTRATION AGREEMENT

Manufacturing Firm

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and entered into by and between:

PHIVIDEC INDUSTRIAL AUTHORITY (PIA), a government owned corporation

duly organized and existing by virtue of Presidential Decree No. 538, as amended, with

principal office address at Mindanao Container Terminal Complex, Administration Bldg.,

Municipality of Tagoloan, Province of Misamis Oriental, herein represented by its

Administrator, NINFA U. ALONG-ALBANIA, as evidenced by its Board Resolution

No._____, Series of 200__ herein marked as Annex “A”, hereinafter referred to as “PIA”;

-and-

____________________________________________, a corporation duly organized

and existing under the laws of the Republic of the Philippines and registered with the Securities

and Exchange Commission (SEC) under Registration No._____ dated ___________, with

principal office address at _______________ ______________________________________,

herein represented by its ________________, ___________________________, as evidenced

by its Board Resolution dated___________________,herein marked as Annex “B”, hereinafter

referred to as the “REGISTRANT”;

Witnesseth that:

WHEREAS, the Registrant has filed an application with PIA for registration as a PIE-MO

processing enterprise, to engage in the _______________________________________

__________________________________________________________;

WHEREAS, PIA finds that the project of the Registrant is feasible in its technical, financial,

management and marketing aspects;

WHEREAS, PIA under its Board Resolution No. _____ Series of 200__, approved the application of

the Registrant;

NOW THEREFORE, in view of the foregoing premises and the mutual covenants and undertakings

herein provided, the parties hereto have agreed as follows:

SECTION 1. REGISTRANT’S RIGHT TO OPERATE. The registration of the Registrant as a PIE-

MO processing enterprise shall entitle it to conduct and operate its business inside the PHIVIDEC Industrial

Estate-Misamis Oriental (PIE-MO) in accordance with the representations, commitments and proposals set

forth in its application, including its project feasibility study which forms an integral part hereof, subject to

such terms and conditions herein provided.

SECTION 2. SCOPE OF REGISTRANT’S REGISTERED ACTIVITY. The scope of

Registrant’s registered activities shall be limited to engage in the manufacture of

_____________________________________. In the event that the Registrant decides to engage in a new or

additional product line, directly or indirectly related to its registered activity, it shall apply to PIA for the

latter’s approval.

SECTION 3. PUBLIC SAFETY AND LABOR STANDARDS. The Registrant will see to it that

its operations during the course of manufacture or production will not endanger public safety or public health

nor violate the anti-pollution requirements of the government and shall comply with the dental, medical,

occupational health and safety laws, regulations and standards of the Labor Code of the Philippines, as

amended, as well as the other provisions therein and rules and regulations promulgated there under and other

labor laws and regulations governing labor relations, fixing of minimum wage, terms and conditions of

employment, etc.

SECTION 4. DEFAULT. Any material violation or default in the performance of the covenants,

obligations and special conditions set forth in this Agreement by the Registrant shall constitute a ground for

PIA to revoke or cancel this Agreement upon prior and judicial action if no corrective measures satisfactory to

PIA are instituted within sixty (60) days from receipt of notice of such default or violation. Provided, that PIA

shall be entitled to all damages that it may have suffered by reason of such default or violation.

In the event Registrant refuses to pay damages, interest, fees, unpaid accounts or other outstanding

obligations which the Registrant may owe to PIA, notwithstanding prior demand, PIA is hereby constituted

irrevocably as attorney-in-fact of the Registrant with the power to remove, store temporarily or sell or dispose

of any goods and all goods, machinery, equipment, merchandise, raw materials, furniture and other assets

located in the premises of the Registrant and to apply the proceeds of such sale to whatever damages, interest,

fees, unpaid accounts or other outstanding obligations which the Registrant may owe to PIA.

SECTION 5. SUSPENSION OF OPERATIONS. In case of suspension of operations by the

Registrant at any time during the effectivity of this Agreement for a continuous period of sixty (60) days,

unless this period is extended upon prior application by the Registrant and prior written approval of PIA on

meritorious grounds, or in case of permanent withdrawal or cessation from its registered operations in PIE-

MO, whether voluntary or involuntary, PIA shall have the right to enter into the premises of the Registrant as

an agent of the latter, either with the use of reasonable force or otherwise, without being liable for prosecution

therefore.

PIA is hereby constituted irrevocably as an attorney-in-fact of the Registrant with the power to remove,

store temporarily or sell or dispose of any goods and all goods, machinery, equipment, merchandise, raw

materials, furniture and other assets located in the premises of the Registrant and to apply the proceeds of such

sale to whatever damages, interest, fees, unpaid accounts or other outstanding obligations which the Registrant

may owe to PIA.

SECTION 6. PIA EXEMPT FROM LIABILITY. The Registrant shall keep, and hold PIA free

from liabilities, penalties, losses, damages, expenses, cause of action, claims and/or judgments arising out of or

by reason of any injury or liability caused by any person(s), from any cause or causes whatsoever relating to

the operations of the Registrant’s business during the effectivity of this Agreement.

The Registrant recognizes the right of PIA to conduct an inventory of its machinery, equipment, stocks

of finished or semi-finished products, work-in-process, raw materials, supplies and other assets, at any

reasonable hour of the day upon notice given by PIA to be conducted by its duly authorized PIA

representative.

The Registrant shall not prevent, obstruct, impede or otherwise frustrate the exercise of this prerogative

by PIA.

It is understood that in the exercise of this power to conduct an inventory, PIA acting through its duly

authorized representative(s), may break, open any door, window, wall, floor or ceiling of any enclosure where

such machinery, equipment or stocks are kept without being liable for prosecution or damages therefore when

it is determined that the items/goods to be inventoried are intentionally placed in the enclosure to prevent their

examination, or when despite due notice as required, the enclosures were locked, sealed or otherwise closed in

any manner to prevent entry therein by PIA’s authorized representative(s).

PIA shall only employ such force and cause such damage as may be necessary to cause entry into the

premises.

SECTION 7. UTILITIES. PIA warrants and undertakes that it shall provide the Registrant with a

supply of potable water, as well as electricity and telephone services for a fee in a manner that will enable the

latter to operate.

The Registrant agrees to pay all the water, electricity and telephone services provided by PIA during

the term of this Agreement. In case of delinquency in the payment of such bills, such delinquent payment shall

bear an interest at the rate of two percent (2%) a month from date of delinquency without prejudice to the right

of PIA to cut-off or to discontinue providing the water, telephone services and electrical supply and/or to the

imposition of the appropriate sanctions to the Registrant.

SECTION 8. CUMULATIVE REMEDIES/NON-WAIVER. Neither party’s receipt of any

payment with or without the knowledge of any breach of any covenant hereof, shall not be deemed as waiver

of such breach and no waiver of any sum or right hereunder shall be valid unless made in writing and signed

by the party waiving said sum or right. No delay or omission in the exercise of any right or remedy accruing to

PIA upon any breach by the Registrant of any of the obligation provided in this Agreement shall impair such

right or remedy or be construed as a waiver of any such breach thereafter occurring.

SECTION 9. NOTICE. Notice required hereunder or by law to be served upon either of the parties

shall be in writing and shall be delivered personally or sent by mail to the other at its above specified address

or to such other address designated by such party in writing. Notice by registered mail shall be deemed

completed after five (5) days from receipt of the registry notice.

SECTION 10. COST OF SUIT/VENUE OF ACTION. For all actions brought by either of the

parties hereto against the other, the party prevailing in said action shall be entitled to recover the cost of suit

and reasonable attorney’s fees which shall in no case be less than Fifty Thousand Pesos (P50,000.00).

SECTION 11. LAWS/ISSUANCES INCORPORATED. The following shall be deemed

incorporated and/or reproduced by reference to form as an integral part of this Agreement, to wit;

D. Presidential Decree No. 538, as amended.

E. Implementing Rules and Regulations of P.D. No. 538.

F. Existing PIA Board Resolutions and those that may thereafter be issued.

G. Registrant’s Certificate of Registration. H. Other provisions of laws, rules and executive orders applicable hereto.

SECTION 12. SPECIAL CONDITIONS. The special conditions of this Agreement are the

following, to wit:

L. Within a reasonable period of time from registration, the Registrant shall secure and submit to PIA

its Environmental Compliance Certificate (ECC) and an accepted Environmental Impact Statement

(EIS) issued by the Environmental Management Bureau of the DENR and henceforth, the

Registrant shall comply with all the pertinent laws on environmental protection and safety before

they can start the operations.

M. The Registrant can commence its plant operation immediately upon issuance of the Certificate of

Registration and Lease Contract of the __________________________ where the plant will locate.

The Registrant shall notify the PIA administrator in writing of the date of Start of Commercial

Operations (SCO) prior to said date. Any amendment / adjustment in start of commercial operation

as indicated in its schedule of SCO submitted to PIA shall be subject to the latter’s approval. The

Registrant shall file its application for said amendment within one (1) year from the date of

occurrence of cause of delay.

N. PIA shall be allowed upon prior notice and arrangement during office hours to conduct an

inventory audit of the Registrant plant and/or buildings, machineries and equipment, etc., for

purposes of assessment of the value of real properties in order to determine the real property tax

due thereon.

O. The Registrant shall comply with all the periodic reportorial requirements of PIA. It shall furnish

PIA copies of reports which by law or regulations it is required to submit to the National Statistics

Office (NSO), Bangko Sentral ng Pilipinas (BSP), Department of Labor and Employment (DOLE),

Bureau of Internal Revenue (BIR), Social Security System (SSS), and Securities and Exchange

Commission (SEC), covering its operations, capital investment and other matters in its operations.

P. Any expansion of this project shall require prior approval of PIA.

Q. The Registrant shall not engage in any activity outside of its PIA’s registered activities.

R. The Registrant shall avail of PIA’s existing registered contractors/manpower agencies. In the event

the Registrant opts to utilize its own contractors/manpower service, the Registrant should also

require its cotractor(s) and its sub-contractors manpower, janitorial and security agencies, to be

registered with PIA as service firms operating inside the Estate prior to the agencies operation;

S. The Registrant shall take such measures to ensure that its premises, including open grounds, are

properly maintained.

T. The Registrant shall promptly pay its real property taxes and other monetary obligations when due

without need of judicial and extra-judicial demand from PIA.

U. The Registrant shall give priority to hire qualified residents of the Municipality of Tagoloan and

Villanueva, as the case may be, with the proper coordination from the LGU in accordance with

Republic Act No. 6685.

V. The Registrant shall immediately inform and notify PIA in writing any vital information affecting

its corporate existence, which among others include, changes in its corporate name, ownership

and/or corporate control, change of address of its principal office and etc.

SECTION 13. EFFECTIVITY. This Agreement shall take effect immediately upon its execution

hereof.

IN WITNESS WHEREOF, the parties hereto have signed this ___ day of ___________, 200__ at

PHIVIDEC Industrial Authority (PIA), MCT Complex, Municipality of Tagoloan, Province of Misamis

Oriental, Philippines.

PHIVIDEC INDUSTRIA AUTHORITY ___________________________________

(PIA) (REGISTRANT)

BY: BY:

NINFA U. ALONG-ALBANIA ___________________________________

Administrator ___________________________________

Signed in the presence of:

_________________________________

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES….)

Municipality of Tagoloan…………….) S.S

Province of Misamis Oriental………..)

BEFORE ME, this ____ day of ____________ 200__, personally appeared the following:

NAME CTC /Passport No. Issued on / Issued at

NINFA U. ALONG-ALBANIA

__________________________

both known to me to be the same persons who executed the foregoing instrument and acknowledged to me that

the same is their free and voluntary act and deed as well as that of the entities they represent.

Said instrument refers to a Registration Agreement consisting of five (5) pages including this page

whereon this acknowledgment is written signed by the parties and their witnesses on each and every page

hereof and sealed with my notarial seal.

Doc. No. _____

Page No. _____

Book No. _____

Series of 200__.

CONTRACT OF LEASE (LAND)

KNOW ALL MEN BY THESE PRESENTS:

This Contract made and entered into by and between:

PHIVIDEC INDUSTRIAL AUTHORITY (PIA), a government-owned corporation created and existing pursuant to Presidential Decree No. 538, as amended, with principal office address at the Mindanao Container Terminal Complex, Administration Building, Tagoloan, Misamis Oriental, Philippines, herein represented by its Administrator, NINFA U. ALONG-ALBANIA, as evidenced by its Secretary’s Certificate herein attached as Annex “A”, hereinafter referred to as the “LESSOR”;

-and-

__________________, a private corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address at ____________________________________, herein represented by its _____________________________, as evidenced by its Secretary’s Certificate herein attached as Annex “B”, hereinafter referred to as the “LESSEE”;

WITNESSETH THAT:

WHEREAS, the LESSOR is empowered and authorized under Presidential Decree No. 538, as amended, to develop, operate, administer and manage an industrial estate known as the PHIVIDEC INDUSTRIAL ESTATE OF MISAMIS ORIENTAL (PIE-MO), located in the Municipalities of Tagoloan and Villanueva, Province of Misamis Oriental;

WHEREAS, the LESSOR is likewise empowered and authorized by PD 538, as amended, to acquire all lands within the 3,000 hectare industrial estate, and to subsequently lease portions thereof as deemed necessary and proper by the LESSOR’s Board of Directors as it has herein so deemed and authorized;

WHEREAS, the LESSOR is the absolute and legal owner of parcels of land, particularly designated as Portions of Lot Nos. ___________________________, with an area of _____________________________ square meters more or less located in ________________, Misamis Oriental;

WHEREAS, the LESSEE is a duly registered processing firm pursuant to PIA Board Resolution No. ___________________________ to engage in the ________________________________________________________________;

NOW THEREFORE, in view of the foregoing premises and the mutual covenants, and undertaking hereinafter provided, the parties hereto have agreed as follows:

I. LEASED PREMISES

1. The LESSOR hereby leases unto the LESSEE, Portions of Lot Nos. ________________, all of Pls-____, situated in ________________, Misamis Oriental, containing an aggregate area of ____________________________, the Sketch Plan with Technical Description of which is hereto attached and marked as Annex “C” and forming an integral part of this Contract. The said area is hereinafter referred to as the Leased Premises;

2. The Leased Premises shall be devoted exclusively by the LESSEE for its business in __________________________________________________. The said area shall be used for the

LESSEE’S own exclusive purpose only. Conformably thereto, the Leased Premises may not be used for any other purpose without the written consent of the LESSOR.

II. TERM OF LEASE

The term of the lease shall be for a period of __________ years to take effect upon the signing of this Contract, unless sooner terminated as hereinafter provided. The lease may be renewed upon such terms and conditions as may be mutually agreed upon by the parties. The intention to renew the lease shall be exercised in writing by the LESSEE not later than sixty (60) calendar days prior to the expiration/termination of this Contract.

III. RENTAL

1. For the use and occupancy of the Leased Premises, the LESSEE shall pay unto the LESSOR a rental of ______________________ (Php ____) per square meter per month for the land, exclusive of the prevailing VAT rate effective upon the signing of this Contract. The corresponding VAT shall be paid by the LESSEE. The lease rate shall be escalated every three (3) years thereon, and shall be paid by the LESSEE unto the LESSOR not later than every first ten (10) days of the 1st month of the year.

The escalation rate shall be straight five percent (5%) every three (3) years.

2. Upon the signing of this Contract, the LESSEE shall pay unto the LESSOR a one (1) year advance rental in the amount of _________________________ (Php _________) for the land, plus the corresponding VAT, and a one (1) year security deposit in the amount of __________________________________ (Php __________), which shall be non-interest bearing. The advance rental shall be applied as its rental for one (1) year effective from the signing of this Contract and the security deposit shall be applied to whatever claims that the LESSOR may have against the LESSEE upon expiration or pre-termination of this Contract of Lease.

3. Should the LESSEE fail to pay the amount due or any part thereof within the stipulated period, a penalty of two percent (2%) per month of the delay shall be imposed until the amount due is paid. A fraction of a month shall be considered as a full month for purposes of penalty.

IV. TAXES AND CHARGES

The LESSEE shall promptly pay the LESSOR monetary obligations due to the government like payment of real property tax and documentary stamp tax, when due without need of judicial and extra-judicial demand.

V. LESSOR COVENANTS

1. The LESSOR warrants that the LESSEE shall have peaceful and quiet possession and enjoyment of the Leased Premises throughout the term of this Contract. The LESSOR represents further that it has the sole, full and unrestricted right over the Leased Premises without any lien, charges or encumbrances on or against the ownership of the Leased Premises;

2. In the event that the LESSEE is deprived of or interrupted in its peaceful and quiet possession and enjoyment of the Leased Premises, the LESSEE without prejudice to the other remedies available under the law, shall have the right to claim reimbursement from the LESSOR of any unused amount paid by the LESSEE under this Contract as well as other expenses incremental to the Lease Agreement.

VI. LESSEE COVENANTS

1. The LESSEE, during its occupancy of the Leased Premises, shall hold the LESSOR free and harmless from any damage, liability or responsibility to any person or property arising out of or as a consequence of the LESSEE’S use or enjoyment of the Leased Premises;

2. To the extent applicable, the LESSEE shall observe strictly all prevailing laws, rules and regulations imposed by the Republic of the Philippines;

VII. IMPROVEMENTS

1. The LESSEE may install at its own account facilities and equipment of every kind, description and character, and undertake such improvements or repairs of the Leased Premises as will be necessary for the operation of its business activities in the ___________________________________________________ ______________________________________________; PROVIDED, however, that the strength and general structure of the buildings to be constructed in the Leased Premises shall be subject to the applicable provisions of Republic Act No. 7916 and its implementing rules and regulations and the pertinent provisions of Presidential Decree No. 1096, otherwise known as the National Building Code of the Philippines as amended by Presidential Decree No. 171-A and such other applicable Board Resolutions of the LESSOR, rules and regulations, circulars, directives and laws governing the issuance of the building and occupancy permits, mechanical or electrical inspections and visitation of the Leased Premises;

2. All immovable and permanent improvements introduced by the LESSEE in the Leased Premises shall, after the expiration of the lease or extension or the pre-termination of this Contract, vest in absolute ownership unto the LESSOR without reimbursement of their value to the LESSEE. For this purpose, immovable or permanent improvements shall refer to everything attached to an immovable property in a fixed manner in such a way that it cannot be removed or separated therefrom without breaking the material or deterioration of the object to which it is attached. It shall likewise refer to those immovable properties enumerated in Article 415 of the New Civil Code of the Philippines;

Except as herein provided, only machinery, equipment, inventories, and semi-permanent improvements which are installed therein by the LESSEE may be removed at its own exclusive expense. Semi-permanent improvements include those that can be removed from the Leased Premises without causing any damage to the latter. The LESSEE is hereby granted a reasonable time within which to remove the improvements which shall in no case be more than ninety (90) days from and after the termination or expiration of this Contract or extension thereof; PROVIDED that the LESSOR shall have a first lien on such machinery or facilities or equipment installed by the LESSEE; PROVIDED FINALLY, that if the Leased Premises be defaced or damaged on the occasion of such removal, the same shall be restored or repaired at the sole and exclusive expense of the LESSEE.

3. In the event the LESSEE fail to remove within the 90-day period the foregoing non-permanent improvements, the LESSOR, at its option, may remove the same and the expenses attendant thereto shall be chargeable against the LESSEE. However, the LESSEE shall continue to be liable to pay the lease rental until it has completely vacated the premises.

VIII. NO ASSIGNMENT/SUBLEASE

The LESSEE shall not assign, transfer, sublease or sublet the leased areas. Any and all rights and interests accruing to third parties in violation of this provision shall not be binding against the LESSOR.

IX. SIGNS, ADVERTISEMENTS, ETC.

The LESSEE shall use only signs and advertising media as may have been previously approved in writing by the LESSOR. No streamers or any similar advertising signs shall be allowed to be hanged on the Leased Premises without prior written consent of the LESSOR.

X. ACCESS TO LEASED PREMISES

The LESSOR or its duly authorized representative(s) shall have the right to enter and view the conditions of the Leased Premises at reasonable hours and in convenient manner for the purpose of enforcing the terms and conditions of this Contract and the pertinent rules and regulations promulgated by the LESSOR.

XI. CARE OF LEASED PREMISES

The LESSEE shall at its own expense, maintain the Leased Premises in a clean and sanitary condition, free from noxious odors, disturbing noises and other nuisances. The LESSEE must implement an effective solid waste management program and must signify its disposal site for solid waste.

XII. UTILITIES

The LESSEE shall pay and defray at its own expense the cost of electricity, water, telephone, janitorial services and such other services or utilities as may be employed or consumed by the LESSEE upon the Leased Premises which may be furnished by the LESSOR, or by other authorized entities of the LESSOR during the term of this lease.

XIII. PARKING ALONG THE ROADS

The LESSEE shall not be allowed to park its motor vehicles along the roads near the Leased Premises except for loading and unloading purposes only. It should provide a parking space for its motor vehicles inside its leased premises.

XIV. SECURITY OF AREA & PREMISES

The LESSEE shall provide and pay for the services of security guards to secure and protect the Leased Premises against any trespassers or intruders. The LESSOR shall not be liable for any loss or damage suffered by the LESSEE resulting from any theft, robbery and other crimes committed within the Leased Premises.

XV. CUMULATIVE REMEDIES/NON WAIVER

The receipt by the LESSOR of any rent or payment, with or without the knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach, and no waiver of any sum or right hereunder shall be valid unless made in writing and signed by the LESSOR waiving said sum or right. No delay or omission in the exercise of any right or remedy accruing to the LESSOR hereto upon any breach of obligation provided in this Contract shall impair such right or remedy, or be construed as a waiver of any such breach thereafter occurring.

XVI. AMENDMENT OF CONTRACT

This Contract may not thereafter be modified or altered except by mutual agreement reduced in an instrument duly signed by the parties thereto.

XVII. TERMINATION OF LEASE

Among others herein provided, the LESSOR may motu propio terminate this Contract by a written notice upon the happening of any of the following events:

1. The LESSEE has not conducted any activity or development in the area within the year after the signing of this Contract;

2. An affirmative act of insolvency by the LESSEE or the filing by the LESSEE of a petition under any bankruptcy, reorganization, insolvency or moratorium law for relief from debtor;

3. The filing of any involuntary petition under any bankruptcy statute against the LESSEE, or the appointment of any receiver or trustee to take possession of the properties of the LESSEE;

4. A final judgment by the Courts of Justice or the final decision by the LESSOR that results in the permanent suspension of any permit or license, possession of which is prerequisite to the operation of the LESSEE’S business under applicable laws;

5. If the rental herein stipulated, or any part thereof, is not paid by the LESSEE to the LESSOR within three (3) months from the time the same is due;

6. If the LESSEE shall at anytime fail or neglect to perform or comply with any of the covenants, conditions, agreements or restrictions herein stipulated.

In the event of such termination based on any of the above cases, the premises shall be immediately vacated peacefully by the LESSEE for the LESSOR to hold, enjoy and dispose of and the LESSOR or any person or persons duly authorized on his behalf, may without any formal notice or demand, enter into and occupy said Leased Premises or any part thereof, even in the absence of a court order, and further without prejudice on the part of the LESSOR to exercise any or all rights from this Lease Contract and those provided by law. PROVIDED, FINALLY that if the cause of termination of the Contract includes non-payment of the rentals and other monetary obligations by the LESSEE, the LESSOR ipso facto has the authority to sell the machineries, equipment and other properties of the LESSEE to answer for the unpaid financial obligations of the LESSEE. Any excess to such sale, less the cost of sale, shall be refunded by the LESSOR unto the LESSEE.

Other causes for termination may include acts of God, or voluntary termination by the LESSEE for cause, provided that in the case of voluntary termination by the LESSEE a six (6) month prior notice to that effect shall be given to the LESSOR.

If the lease will be pre-terminated by the LESSEE, the advance rental paid shall be reimbursed by the LESSOR to the LESSEE based on the actual months used subject to any valid claims that the LESSOR may have against the LESSEE at the time of pre-termination. A fraction of a month shall be considered a full month for purposes of computation. However, this refund shall not apply to termination by the LESSOR for cause stated in Section XVII paragraph 6 hereof.

XVIII. BINDING EFFECT OF CONTRACT

This Lease Contract shall be binding upon the successors, assigns, executors, and administrators of the parties hereto, provided, the other party is properly notified in writing of such successors, assigns, executors, and administrators before the latter act in such capacities.

XIX. EFFECTIVITY OF THIS CONTRACT

This Contract shall take effect upon the signing hereof and shall continue to take effect during the ____________-period unless renewed or pre-terminated for causes herein provided.

XX. MISCELLANEOUS PROVISIONS

The LESSEE agrees:

1. Not to use or permit the use of the Leased Premises, or any part thereof for any immoral or other purposes prohibited by law;

2. To make efforts to beautify the Leased Premises;

3. To provide for the safe disposal of all waste produced in the Leased Premises;

4. To give preference in employing veterans, their dependents and/or residents of the Municipalities of Villanueva and Tagoloan on the basis of the Best Qualified Rule.

XXI. SURRENDER OF THE LEASED PREMISES

Upon the expiration, extension or the pre-termination of the term of this Contract, the LESSEE shall surrender and yield quietly and peacefully to the LESSOR the possession of the Leased Premises, including the immovable improvements thereon pursuant to Section VII hereof, in the same condition which they have been found at the beginning of the lease, ordinary wear and tear, reasonable use and other unavoidable losses expected. If the possession of the Leased Premises is not surrendered at the expiration, extension or pre-termination hereof, the LESSEE shall be responsible to the LESSOR for all damages which the latter may suffer by reason of such delay and will indemnify the LESSOR against any and all claims made by the succeeding occupant against the LESSOR, resulting from the delay of the LESSEE in delivering the possession of the Leased Premises to the LESSOR, so far as the delay is occasioned by the failure of the LESSEE to surrender the Leased Premises on time.

XXII. LESSOR EXEMPT FROM LIABILITY

The LESSEE shall keep, save and hold the LESSOR free from any and all liabilities, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising out of or by reason of any injury or liability caused by any person or persons, from any cause or causes whatsoever relating to the operations of the LESSEE’S business during the term of this Contract by obtaining an appropriate insurance with an insurance company as would amply protect both parties herein against any liability arising from its registered operations.

XXIII. DEFAULT

Any violation or default in the performance of the covenants and obligations set forth in this Contract by the LESSEE shall constitute a ground for the revocation of this Contract without the need of judicial or extra-judicial demand/action if no corrective or remedial measures satisfactory to the LESSOR are instituted within thirty (30) days from written notice of such violation or default. Provided, that the LESSOR shall be entitled to all damages that it may have suffered by reason of such violation or default.

XXIV. COST OF SUIT/VENUE OF ACTION

For all actions brought by either parties hereto against the other, the party prevailing in said action shall be entitled to recover cost of suits and reasonable attorney’s fees, which shall in no case be less than Fifty Thousand Pesos (Php 50,000.00). The parties hereto agree that any court action arising out of this Contract shall be filed in the proper court in the Municipality of Tagoloan/Villanueva, or the City of Cagayan de Oro as the case may be.

XXV. NOTICE

Notice required hereunder or by law to be served upon either of the parties shall be in writing and shall be delivered personally or sent by registered mail to the other at its above specified address or to such other address designated by such party in writing. Notice by registered mail shall be deemed completed after five (5) days from receipt of the registry notice.

XXVI. INTEGRATION BY REFERENCE

The following shall be deemed incorporated and/or reproduced to form as an integral part of this Lease Contract, to wit:

1. Presidential Decree No. 538, as amended;

2. Implementing Rules and Regulations of P.D. No. 538;

3. PIA Board Resolutions and those that may thereafter be promulgated;

4. PIA circulars, memorandums and directives;

5. Registration Agreement between LESSOR and the LESSEE.

IN WITNESS WHEREOF, the parties hereto have signed this ___ day of ___________, 2007, at _______________________ Philippines.

PHIVIDEC INDUSTRIAL AUTHORITY ____________________ LESSOR LESSEE

By: By:

NINFA U. ALONG-ALBANIA ____________________ Administrator President

SIGNED IN THE PRESENCE OF:

_______________________________ _____________________________

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES) Province of Misamis Oriental ) S.c. Municipality of Tagoloan )

BEFORE ME, this ____ day of ____________, personally appeared:

NAME CTC NO. Issued on/at

NINFA U. ALONG-ALBANIA

known to be the same person who executed the foregoing instrument and acknowledged to me that the same is her free and voluntary act and deed as well as that of the entity she represents.

Said instrument refers to a CONTRACT OF LEASE of land, consisting of nine (9) pages including this page whereon this acknowledgment is written, signed by the parties and their witnesses on each and every page thereof and sealed with my notarial seal.

Doc. No. ____ Page No. ___ Book No. ___ Series of 2007.

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES) ) S.c. )

BEFORE ME, this ____ day of ____________, personally appeared:

NAME CTC NO. Issued on/at

_____________________

known to be the same person who executed the foregoing instrument and acknowledged to me that the same is her free and voluntary act and deed as well as that of the entity she represents.

Said instrument refers to a CONTRACT OF LEASE of land, consisting of nine (9) pages including this page whereon this acknowledgment is written, signed by the parties and their witnesses on each and every page thereof and sealed with my notarial seal.

Doc. No. ____ Page No. ___ Book No. ___ Series of 2007.

PHIVIDEC INDUSTRIAL AUTHORITY

PHIVIDEC INDUSTRIAL ESTATE - MISAMIS ORIENTAL

PROJECT BUSINESS PLAN

Name of Firm/Project:

_______________________________________________________________________

SOURCES OF RAW MATERIALS

Existing:

1.

2.

3.

Proposed

1.

2.

3.

PRODUCTION SCHEDULE

Year Volume

1

2

3

4

5

PROPOSED MARKET

Name of Buyers Market (indicate country

for exports)

Existing:

1.

2.

3.

4.

5.

Proposed:

1.

2.

3.

4.

5.

PHIVIDEC INDUSTRIAL AUTHORITY PHIVIDEC INDUSTRIAL ESTATE - MISAMIS ORIENTAL

PROJECT DEVELOPMENT PLAN

Name of Firm/Project:

_______________________________________________________________________

Plan and Drawings of Structures, Sites & Plant and Machinery (Layout)

(For small projects, please use space below, and for large projects, please attach plans)

TIME TABLE

Activity Schedule

DEED OF UNDERTAKING KNOW ALL MEN BY THESE PRESENT: This Deed made and executed by: ___________________________________ ________________________________________________________________________ ________________________________________________________________________ with principal office at ___________________________________________________ ________________________________________________________________________ represented herein by ____________________________________________________ hereinafter referred to as the "APPLICANT."

in favor of PHIVIDEC INDUSTRIAL AUTHORITY, created and operating pursuant to the provisions of Presidential Decree No. 538, as amended, with principal office at Sta. Cruz, Tagoloan, 9001 Misamis Oriental, Philippines, hereinafter referred to as the "AUTHORITY." WHEREAS, the APPLICANT has applied for registration as an estate enterprise with the AUTHORITY pursuant to the provisions of PD 538, as amended, and its implementing rules and regulations; WHEREAS, in support of its application, the APPLICANT is required to submit a deed of undertaking that no buildings, structures, facilities or improvements shall be constructed or made in the Estate without the previous written approval of the AUTHORITY. NOW THEREFORE, for and in consideration of the foregoing premises, the APPLICANT hereby agrees, undertakes and binds itself:

W. That the APPLICANT shall not construct any buildings, structures, or other facilities, nor make any improvements in the Estate, by itself or through its agents, employees or assigns, without the previous written approval of the AUTHORITY.

X. That the APPLICANT shall, upon order of the AUTHORITY, demolish or dismantle said

buildings, structures, facilities or improvements which have been constructed without the previous written approval of the AUTHORITY, and upon failure or refusal of the APPLICANT to do so, the AUTHORITY is hereby authorized to undertake the demolition or dismantling thereof, at the APPLICANT's or owner's expense.

Y. That the APPLICANT shall not demolish or dismantle any buildings, structures or

improvements, whether or not constructed or introduced by the APPLICANT itself, without the previous approval of the AUTHORITY , and the APPLICANT shall answer for any damage or prejudice caused to the AUTHORITY or any third party by the said APPLICANT's unauthorized demolition and dismantling of existing buildings, structures, and improvements as aforementioned.

IN WITNESS WHEREOF, the APPLICANT have hereunto affixed his/her signature this

__________ day of _____________________, 200__ at ________________________________________________, Philippines.

________________________ Applicant By: ____________________ _____________________

SIGNED IN THE PRESENCE OF: _____________________________ ______________________________

ACKNOWLEDGMENT BEFORE ME, a Notary Public of _________________________________, this __________ day of ____________________, 200__ personally appeared: NAME CTC ISSUED ON/AT _______________________ _____________________ __________________ _______________________ _____________________ __________________ known to me and to me known to be the same persons who executed the foregoing Deed of Undertaking, consisting of two (2) pages including this page and acknowledged to me that the same is their free and voluntary act and deed, and the entities they represent. WITNESS MY HAND AND SEAL on the date and at the place first above written. Doc. No. ____________; Page No. ____________; Book No. ____________; Series of 200__.

SECRETARY'S CERTIFICATE

I,____________________, of legal age, Filipino, with office address at _______________________________________, being the duly elected and qualified Corporate Secretary of ____________________________(the"Corporation"), a Corporation duly organized and existing under Philippine laws, with principal offices at ____________________________________, under oath, hereby certify that at the joint special meeting of the Stockholders and the Board of Directors of the Corporation held on _____________________, at which meeting a quorum was present and acting throughout, the following resolutions were, on motion duly made and seconded, unanimously approved and adopted:

"RESOLVED, That the Board of Directors of ("the Corporation")

be hereby authorized and empowered to enter into a contract with PHIVIDEC Industrial Authority for the lease of a parcel of land, with an area of approximately ____________ hectares situated at the PHIVIDEC Industrial Estate in Misamis Oriental, under such price, terms and conditions as the proper officers of the Corporation shall

deem to be in the best interests of the Corporation;

"RESOLVED FURTHER, that the Corporation hereby authorizes its____________________ Mr.__________________, to negotiate, sign, execute, deliver, receive and receipt for and on behalf of the Corporation, any and all documents and papers, including but not limited to the Registration Agreement, Lease Agreement and such conveyance documents which may be required or necessary to carry out the

foregoing resolution."

IN WITNESS WHEREOF, I have hereunto set my hand this ______day of _____________________200_ at ___________________________.

_____________ Corporate Secretary

REPUBLIC OF THE PHILIPPINES) ___________________ ) S.S. SUBSCRIBED AND SWORN to before me this ________day of _______________________, affiant exhibiting to me his Community Tax Certificate No. __________________ issued on _______________at ____________________. Doc. No. _______; Page No. _______; Book No. ______; Series of 200____.

ANTI-GRAFT CERTIFICATE

I, ___________________________________, of legal age, President/General Manager of __________________________________________ with postal address at ______________________________________________ after having been sworn, depose and say: That pursuant to the provisions of Section 3 and 14 of R.A. 3019 (Anti-Graft Act), the applicant enterprise, _______________________________________ ________________________________________________________________________ has not given or promise to give, and will not give, any gift to any officer or employee of the PHIVIDEC Industrial Authority in connection with filing and processing of this application, nor will it give such gift to any said officers or employees after approval of its application. That based on the records of the applicant, no Director or officer of the PHIVIDEC Industrial Authority has an investment or other financial interest, direct, or indirect, in the applicant; and That this certificate was made with the approval of the applicant's Board of Directors. ________________________ Affiant SUBSCRIBED AND SWORN to before me this ___________ day of ____________________, 200__ in the City/Province of _______________________. Affiant exhibited to me his/her Residence Certificate No. ___________________ issued at __________________________________ on _________________________. Doc. No. ________; Page No. ________; Book No. ________; Series of 200__.