SUB-CONTRACT FOR TRANSPORT

AND DELIVERY SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed this __th day of ________ 2003 at
____________, by and between:

OUR BEVERLY VILLAGE TRUCKING

CORPORATION, a corporation organized and existing under
Philippine laws, with business address at 131 Banay-Banay Road,
Cabuyao, Laguna, represented herein by its Manager Ernesto
Rodolfo D. Villareal, Jr., hereinafter referred to as “BVTC”;

- and -

ALTO CARRIER SYSTEMS, INC., a corporation

organized and existing under Philippine laws, with business address
at 39 Maginhawa Street, U.P. Village, Quezon City, represented
herein by its Manager Carlos B.C. Torres, hereinafter referred to as
“ACSI”.

WITNESSETH: That ---

WHEREAS, BVTC, being a BVTC engaged in the business of transport

and delivery services and having existing contracts with third parties for the
delivery of goods to various destinations, desires to sub-contract such transport
and delivery services in order to be a more efficient and better logistics provider;

WHEREAS, ACSI, a BVTC engaged in trucking services, guarantees that it

is capable and duly licensed to provide transport and delivery services, hereby
offers its manpower and resources to transport and deliver cargoes for BVTC, and
the latter has agreed subject to the certain terms and conditions;

NOW, THEREFORE, for and in consideration of the foregoing premises,

BVTC and ACSI agree as follows:

A. BVTC’s RESPONSIBILITY

a.1 BVTC guarantees to ACSI that all cargoes are legitimate and with
proper covering documents to warrant legal transport or delivery. (ACSI may
refuse to accept for transport and/or delivery any cargo that is not be covered by
proper and legitimate documents).

a.2 BVTC shall inform ACSI of delivery schedules, including expected

time of pick up at points of origin and arrival at destination points; the nature,
volume, weight and other description of the cargo; contact persons (both pick-up
and destination points); and all other information necessary to effect the proper,
orderly and timely delivery of cargo.

a.3 BVTC shall issue policies on dress codes, proper safety equipment and
attire for drivers and helpers that are required by specific clients for those involved
in the handling and transport of their products.

B. ACSI’S RESPONSIBILITY

b.1 ACSI guarantees that the vehicles being used to deliver the cargoes of
BVTC and its clients are licensed, roadworthy, well-maintained, leak-free and
completely equipped with the standard tools needed in cases of emergency on the
road.

b.2 ACSI, upon receipt of the transport instructions from BVTC, shall
verify if the instructions are complete, clear and properly understood. If
necessary, ACSI or its drivers/helpers shall validate the instructions and other
information in order to clarify if the understanding is correct. Additional cost due
to mis-delivery caused by misunderstanding of instruction shall be charged to the
ACSI.

b.3 ACSI shall comply with all the requirements that may be imposed by
BVTC and its clientele regarding documentation, handling, transport and delivery
of cargoes as maybe specified in the instructions, exercising extraordinary and
diligent care and caution. Any additional cost due to delay, mis-delivery or
damage to goods, due to non-compliance with such requirements will be charged
to ACSI.

b.4 ACSI shall comply with BVTC’s requirements on official policy

orientation, discipline, dress code, drug tests, etc., and shall submit evidence of
compliance, if demanded, otherwise, failure to do so may be cause for termination
of this contract.

b.5 ACSI is solely responsible for the safety, integrity and well-being of the
cargo it accepts and loads in its vehicle(s). Discrepancy in numbers, well-being,
appearance, or integrity not noted in the documents of acceptance shall be the
responsibility of ACSI.

b.6 ACSI is the owner of the vehicle(s) being used herein, therefore, it is
solely responsible for registration, insurance, accreditation with Customs, LTFRB,
and such other government agencies as may be necessary. Cost of delays due to
police apprehension of ACSI’s vehicle(s), for any reason other than those relating
to the cargo, shall be charged to account of ACSI. The parties agree that this
contract authorizes the following vehicle(s) to transport and delivery the cargo of
BVTC’s clientele:

Motor Vehicle : Isuzu Ten Wheeler Truck

Serial/Chassis No. :
Motor No. :
Color :
Plate No. : TGD-773

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Any additional vehicles of ACSI that may eventually take part in the operations
with the consent of BVTC, shall be authorized by virtue of an amendment to this
contract.

C. INSURANCE

c.1 ACSI shall secure from a reputable insurance company (acceptable to

BVTC) a Marine Cargo Insurance Policy with a coverage of not less than
Php2,000,000.00, which shall include such risks as hi-jacking, robbery and
pilferage. (BVTC may require more than Php2.0 million marine cargo policy in
cases where the cargo to be transported would exceed such amount.

D. FEE RATES

d.1 BVTC shall provide ACSI with a Tariff Rate Schedule covering all
points of origin and points of destination with the corresponding specific fee that
will be payable to ACSI upon completion of delivery. The Tariff Rate Schedule is
attached to and forms part of this Contract as Annex “A”.

d.2 Revision of rates shall be by mutual consent of the parties provided that
no new rates shall be implemented unless there is a formal Revised Tariff Rate
Schedule printed, approved and signed by all concerned, with the new effective
date duly indicated.

d.3. Out of the gross billings of ACSI, BVTC shall be entitled to deduct a
ten per cent (10%) management fee.

E. BILLING AND PAYMENT OF SERVICES

e.1 The parties shall agree on billing schedulea ACSI shall submit its
billing of completed services on the first day of the week following the completed
week.

e.2 The billed invoices must be supported by complete documents as

required by the BVTC’s Accounting Department. SUB-CON billings may be
returned unpaid due to lack of supporting papers or insufficiency thereof.

e.3 Any dispute in billings must be resolved immediately, otherwise the

returned billings will have to be re-scheduled for processing as if these are new
accounts to be paid.

e.4 BVTC will pay ASCI billings based on the normal cycle of bills
processing presently observed and scheduled by BVTC’s accounting department,
which is normally not more than 15 days after receipt of valid and complete
billings.

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 F. CLAIMS ON LOSS OR DAMAGES

f.1 Claims of clients for loss or damages on cargoes maybe charged to the
ACSI after sufficient evidence and documents are fully established. Such claims
on loss and damages maybe deducted from payment by BVTC to ACSI upon
proper advice.

f.2 In the event that this contract has been terminated with or without valid
cause, any valid and verified claims that may be presented by third parties, one
year after contract termination, shall be settled in accordance with the terms and
conditions of this contract.

G. TERMS OF THE AGREEMENT

g.1 The term of this Contract covers a period of one (1) year from the date
of its effectivity, unless earlier terminated by either party due to substantial breach
in the performance of obligations of the other.

H. TERMINATION OF CONTRACT

h.1 Any violation or omission of the terms and conditions of this Contract
may constitute a valid ground for termination without prejudice to the consequent
damages that may be claimed by the injured party.

h.2 At any time, either party may terminate this Contract, with or without
valid cause, by serving the other party a notice in writing, 30 days before the
termination date.

IN WITNESS WHEREOF, the parties have hereunto affixed their signature

this ___ day of May 2003 at ___________ City, Metro Manila.

OUR BEVERLY VILLAGE ALTO CARRIER SYSTEMS, INC.

TRUCKING CORP.

By: By:

ERNESTO R. D. VILLAREAL, JR. CARLOS B. C. TORRES

Manager Manager

SIGNED IN THE PRESENCE OF:

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REPUBLIC OF THE PHILIPPINES)
) SS.

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in _______________, Philippines, on this

______ day of May 2003, personally appeared the following:

Name Comm. Tax Cert. No. Date/Place Issued

Our Beverly VillageTrucking Corp.

Ernesto R. D. Villareal, Jr.
Alto Carrier Systems, Inc.
Carlos B.C. Torres

known to me and to me known to be the same persons who executed the foregoing Sub-
Contract for Transport and Delivery Services and who acknowledged to me that the same
is their free and voluntary act and deed, as well as of the corporations they respectively
represent.

This document is a Sub-Contract for Transport and Delivery Services consisting

of five (5) pages, including this page where the Acknowledgment appears, and has been
signed by the parties thereto, on each and every page thereof.

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

Doc. No. ____;

Page No. ____;
Book No.____;
Series of 2003.

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