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Access Worldwide Communications Inc – ‘8-K’ for 3/29/05 – EX-99.1

On: Friday, 4/1/05, at 5:16pm ET · For: 3/29/05 · Accession #: 1275287-5-1155 · File #: 333-38845

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/01/05  Access Worldwide Comms Inc        8-K:1,9     3/29/05    2:60K                                    PR Newswire/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     10K 
 2: EX-99.1     Miscellaneous Exhibit                                 19     73K

EX-99.1 — Miscellaneous Exhibit
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Lessor
1	1st Page - Filing Submission
18	Lessor

EX-99.1 1st Page of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                    Exhibit 99.1

 LEASE AGREEMENT

by and between

 RCBC REALTY CORPORATION

 -and-

ACCESS WORLDWIDE (AWWC) PHILIPPINES INC.

2005

Makati City, Philippines

Confidential

EX-99.1 2nd Page of 19 TOC 1st Previous Next ↓Bottom Just 2nd
 LEASE AGREEMENT

This Lease Agreement is executed on this ___ day of March, 2005 in Makati City, 
Philippines, by and between:                                                    

    RCBC REALTY CORPORATION, a corporation duly organized and existing
     under and by virtue of the laws of the Republic of the Philippines,
     with office address at 3rd Flr. GREPALIFE Building, 219 Ben. Gil J.
      Puyat Avenue, Makati City (hereinafter referred to as the "LESSOR");

 -and-

        ACCESS WORLDWIDE (AWWC) PHILIPPINES INC., a corporation in the process
         of incorporation, with office address at 8F Pacific Star Building, Sen.
      Gil Puyat Avenue, Makati City (hereinafter referred to as "LESSEE");

WITNESSETH THAT;

       WHEREAS, the LESSOR is the owner in fee simple of office units in the
building known as the RCBC Plaza ("RCBC Plaza") located at Ayala Ave. cor. Sen. 
Gil Puyat Ave., Makati City covered by Transfer Certificate of Title {"TCT")    
No.210163 of the R8gistly of Deeds of Makati City.                              

     WHEREAS, the LESSEE offered for lease from the LESSOR the premises,
shown and outlined on the floor plans attached hereto as Annex "A" (hereinafter 
referred to as the "Leased Premises") and the LESSOR accepted the said offer.   

NOW, THEREFORE, the parties have agreed as follows:           

 SECTION 1
 THE LEASED PREMISES

1.1      Description of the Premises                                            

        The LESSOR hereby lease unto the LESSEE the Leased Premises containing
    an area of 1679.37 square meters {sq. m.) and situated at the 18th
Floor of Yuchengco Tower as indicated in Annex "A" hereof.    

  The LESSOR also guarantees to Lessee the right to lease up to 16
reserved parking spaces within RCBC Plaza for the term of the 
Agreement.                                                    

1.2      Appurtenant Rights to the Leased Premises                              

      The Leased Premises shall include title appurtenant right to use, in
     common with other owners/occupants of the Yuchengco Tower, lobbies,
         entrances, stairs, corridors, elevators, other Building Common Areas of
         the Yuchengco Tower the applicable Limited Common Areas and the General
         Common Areas. All the windows and outside walls of the Leased Premises,
        and any space in the Leased Premises Used for shafts, pipes, conduits,
    ducts, telephone ducts and equipment, electric or other utilities,
sinks or other facilities in the RCBC Plaza, and the use      

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EX-99.1 3rd Page of 19 TOC 1st Previous Next ↓Bottom Just 3rd
        thereof and access thereto through the Leased Premises for the purpose
       of operation, maintenance, inspection, display and repairs are hereby
reserved to the LESSOR.                                       

1.3      Delivery of the Leased Premises                                        

   The LESSOR shall deliver to the LESSEE physical Possession of the
      Leased Premises on April 1, 2005 (the "Turn-Over Date") to allow the
 LESSEE to begin the construction of the improvements thereto in
      accordance with the terms of the Fit-Out Guide for Office, a copy of
    which is attached hereto as Annex "B", the terms and conditions of
which are incorporated herein by reference.                   

         The LESSOR shall provide a fully integrated false ceiling System to the
 L.ESSORS specific design incorporating a fire sprinkler system,
  air-conditioning ducting, 20 Variable Air Volume (VRV) units and
lighting fixtures.                                            

        Other than as set forth in this Agreement, The LESSOR delivers and the
    LESSEE accepts the Leased Premises in their current condition. The
   Lessor has no obligation whatsoever to make any other alteration,
      repair or improvement of any kind to the Leased Premises in order to
prepare the same for the LESSEE's occupancy.                  

       The Construction Period shall be that period from April 1, 2005 until
    June 30, 2005. During this period, no rent is payable, however the
        LESSEE shall pay association dues at the reduced rate of Php105.00 per
   sq.m.. Upon commencement of the supply of air conditioning to the
       premises or expiry of the construction period, Condominium dues shall
         be levied at the buildings standard rate e.g. PHP 170.00 per sq. m. per
month.                                                        

1.4      Use of the Leased Premises                                             

       The LESSEE shall use the Leased Premises exclusively as an office for
     the conduct of its Iawful business as a marketing and communication
         center. The LESSEE shall use the Leased Premises strictly in accordance
    with (i) applicable law and regulations, (ii} the Master Deed with
   Declaration of Restrictions of the RCBC Plaza (the "Master Deed")
         attached hereto as Annex "C", and (iii) the House Rules and Regulations
     (the "House Rules imposed by the LESSOR (the current House Rules of
       which is attached hereto as Annex "D") and such other rules as may be
        issued by the LESSOR from time to time for the safety and order of the
RCBC Plaza the comfort ('1f the occupants thereof.            

1.5      Improvements and Alterations                                           

  The LESSEE may introduce additions, alterations or improvements,
         whether movable or immovable, within the Leased Premises upon the prior
 written consent of the LESSOR and provided that such additions,
       alterations or improvements will not compromise the system integrity,
         structural safety, and architectural, technical and aesthetic; standard
      of the RCBC Plaza and provided further that works shall be performed
only by contractor approved by or acceptable to the LESSOR.   

   All permanent additions, alterations and improvements made on the
       Leased Premises by the LESSEE shall become the LESSOR's property upon
     the termination of this Lease Agreement and the LESSEE shall not be
     reimbursed for the value thereof. However, the LESSOR may demand at
        LESSEE's expense, the removal of the said additions or improvements in
    whole or in part and the restoration of the Leased Premises to the
         condition in which they were delivered to the LESSEE at Turn-over Date,
normal where and tear excepted.                               

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 SECTION 2
TERM

       The term of this Lease (the "Term") shall be for a period of five (5)
        years and shall commence on April 1, 2005 and expire on March 31, 2010
unless sooner terminated as herein provided.                  

        LESSEE shall have the right to renew the lease for another 5 year term
    by serving six (6) months written notice of its intention to renew
      prior to lease expiry. Except that the rental rate, all of the terms
         and conditions of the lease agreement shall be in full force and effect
during each renewal term.                                     

     The basis for determining the renewal rental rate shall be renewals
    that have transpired in RCBC Plaza within the past six (6) months.
Consideration shall be given to the terms of renewal of these 
      transactions such as the amount of space occupied, and other aspects
which make a tenant comparable to Lessee.                     

 SECTION 3
 FINANCIAL OBLIGATIONS OF THE LESSEE

3.1      Rent                                                                   

   (a) The LESSEE shall pay to the LESSOR a monthly rent Pesos Eight
Hundred Thirty Nine Thousand Six Hundred Eighty Five only     
      (Php839,685.00) (the "Rent") in the accordance with the schedule set
         forth below payable quarterly in advance within the first five (5) days
     of end of the quarter at the office address of the LESSOR indicated
       below. The Rent shall be inclusive of the creditable withholding tax,
       but exclusive of the Expanded Value Added Tax ("EVAT") and such other
taxes as may now or hereafter be imposed on the Rent.         

                 Lease Year                 Monthly Rental

1)  June 1, 2005 to March 31, 2006          839,685.00
2)  April 1, 2006 to March 31, 2007         839,685.00
3)  April 1, 2007 to March 31, 2008         839,685.00
4)  April 1, 2008 to March 31, 2009         839,685.00
5)  April 1, 2009 to March 31, 2010         839,685.00

    Upon the execution of this Lease Agreement, LESSEE shall pay three
  months advance rental in tile amount of Two Million Five Hundred
       Nineteen Thousand and Fifty Five Pesos (PHP 2,519,055.00) which shall
      be applied to the first three months of the Lease Term following the
        Construction Period. The Construction Period shall be that Period from
April 1, 2005 through May 31, 2005.                           

  (b) Payment by the LESSEE shall be binding on the LESSOR only if
    evidenced by an official receipt issued by the LESSOR's Accounting
        Department Payment by check shall have the effect of payment only when
     such check is actually encashed by the LESSOR, without unreasonable
delay.                                                        

(c) In case of an extraordinary inflation, or deflation of the
        Philippine Peso during the Term of this Lease Agreement, the LESSOR or
         the LESSEE shall have the option to adjust the current and future rents
 accordingly. The LESSOR and the LESSEE agree that extraordinary
        inflation or deflation shall be deemed to have occurred if the average
       exchange rate (the "Average Exchange Rate") of the Philippine Peso to
   the United States (US) Dollar for any consecutive 12 month period
      during the Term increases or decreases by more than 25%. The Average
        Exchange Rate shall be determined by computing 0" the last banking day
      of every month in any twelve-consecutive-month period the average of
      the Philippine Peso/US Dollar reference rate published by the Bangko
         Sentral ng Pilipinas for all the banking days of that particular month.

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         (d) The LESSOR or the LESSEE may exercise this option by giving written
notice to the other side of the occurrence of the inflation or
        deflation and the applicable adjusted Rent for the succeeding calendar
       month. Failure of either party to promptly reject the Rent adjustment
    in writing within [3 calendar] days from receipt of the Adjustment
         Notice shall be construed as acceptance thereof and the Lessee shall be
 unconditionally bound to pay and the Lessor bound to accept the
         adjusted Rent on the succeeding calendar month. In case of disagreement
         as to the Rent adjustment, the LESSOR and the LESSEE shall negotiate in
     good faith within [15 calendar] days from receipt of the Adjustment
     Notice. If no resolution is reached by the parties at the expiry of
such [15 calendar] days, either party may terminate this Lease
      Agreement effective upon fifteen [15 ] days from the date of written
   notice of termination to the other party. In the event the LESSEE
     terminates this lease Agreement pursuant to this Section the LESSEE
       shall pay the LESSOR a pre-termination penalty of forfeiture in favor
of the LESSOR in an amount equal to 6 months.                 

        (e) In the event that the real property tax on the land upon which the
     RCBC Plaza is constructed shall be increased at any time during the
   Term or there shall be levied any new or additional assessment or
       charge on the Leased Premises, the LESSOR shall be entitled to adjust
      the current and future Rents accordingly, commencing on the date the
    real property tax, assessment or charge is increased or imposed by
 giving written notice to the LESSEE of the increase of the real
    property tax or the imposition of new or additional assessments or
   charges. The adjusted Rent or any arrears shall be payable on the
immediately succeeding calendar month.                        

3.2      Security Deposit                                                       

         Upon the signing of this Lease Agreement, LESSEE shall deposit with the
        LESSOR a security deposit in an amount equivalent to three (3) months'
       Rent and Association Dues in the aggregate sum of Three Million Three
    Hundred Seventy Five Thousand Five Hundred Thirty Three and 70/100
         {PHP3,375,533.70) for the proper and faithful performance by the LESSEE
         of its obligations hereunder, as well as for any damage suffered by the
   Leased Premises and shall not in any case relieve the LESSEE from
        payment of Rent its option, LESSOR may apply the Security Deposit or a
      part thereof to cure any default of the LESSEE. The Security Deposit
      shall be adjusted accordingly upon each increase in the Rent or upon
        demand by the LESSOR after application of part of the Security Deposit
    to cure any Default. The Security Deposit or any remaining portion
       thereof shall be returned to the LESSEE, without Interest, within two
        (2) months, after the expiration of the Term, provided, the LESSEE has
fully performed its obligations hereunder.                    

3.3      Construction Bond                                                      

         Prior 10 any initial construction or renovation of the Leased Premises,
the LESSEE shall submit to the LESSOR a cash construction bond
        equivalent to one (1) month Rent in effect at the time construction is
      to be undertaken by the LESSEE. The bond shall stand as security for
        the repair or reconstruction of any damage caused to the RCBC Plaza or
     any property of the LESSOR or of any tenant or occupant of the RCBC
       Plaza arising out of or in connection with the fault or negligence of
    the LESSEE, its contractors, suppliers or workers undertaking such
      construction or renovation or violation by the LESSEE of the Fit-Out
      Guidelines, the House Rules and all other requirements prescribed by
         the LESSOR. This shall be returned to the LESSEE without interest after
the completion of construction or renovation work, less any   
construction related charges due to the LESSOR.               

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3.4      Condominium Dues                                                       

        The LESSEE shall pay the Condominium Dues of Php170.00 per sq.m on the
        Leased Premises within the first five (5) days of each calendar month.
     Condominium Dues are subject to review and adjustment by the LESSOR
based on the actual amount of expenses incurred by the LESSOR.

     The term "Condominium Dues" shall mean all charges allocable to the
         repair, ownership, management, maintenance, replacement, restoration or
        operation of the General Common Areas, Yuchengco Tower Building Common
       Areas and the limited Common Areas (as these terms are defined in the
        Master Deed) or any part thereof intended to be devoted for the common
       benefit of occupants of the Yuchengco Tower in general and the Leased
         Premises in particular (including the expenses, costs and disbursements
    of every kind and nature) which the lESSOR shall pay and/or become
obligated to pay, including but not limited to, the following:

         (a) Electrical charges for the operation of the air-conditioning during
      the standard operating hours and costs of water, sewage, common area
   electricity, common area air conditioning and other utilities and
    Building Systems furnished in connection with the operation of the
Yuchengco Tower;                                              

      (b) Wages and salaries of all employees engaged in the operation and
       maintenance of the RCBC Plaza or any part thereof, including, but not
    limited to, taxes, insurance and benefits relating thereto, to the
        extent such wages and salaries relate to the employees' involvement in
 the operation or maintenance of the Yuchengco Tower or any part
thereof;                                                      

         (c) All supplies and materials used in the operation and maintenance of
the Yuchengco Tower or any part thereof;                      

      (d) Cost of all service agreements and maintenance for the Yuchengco
         Tower or any part thereof and the equipment therein, including, but not
      limited to, trash removal, security services, alarm services, window
      cleaning, janitorial services, conditioned air maintenance, elevator
maintenance, pest control and grounds maintenance;            

       (e) Cost of all insurance relating to the Yuchengco Tower or any part
 thereof including, but not limited to, the cost of casualty and
   liability insurance applicable to the RCBC Plaza and the LESSOR's
personal property used in connection therewith;               

      (f) All taxes, assessments, and governmental charges, whether local,
    city or national for the Yuchengco Tower or any part thereof or by
others, subsequently created (excepting the EVAT)             

 (g) Cost of repairs and general maintenance of the interior and
         exterior of the Yuchengco Tower or any part thereof, including, but not
limited to, glass breakage and landscaping;                   

        (h) Any management fee for the general operation and management of the
Yuchengco Tower or any part thereof; and                      

        (i) Any amortization cost due to any capital expenditures incurred (i)
      which have the effect of reducing or limiting Operating Costs of the
      Yuchengco Tower or any part thereof, if such reduction of limitation
   inures to the LESSEE's benefit (but only to the extent and in the
         amount that such Operating Costs of the (Yuchengco TowerfTower 2/Podium
 Areas) are reduced); (ii) which may be required by governmental
    authority or by the LESSOR's insurance carrier; or (iii) which are
      designed to protect or enhance the health, safety, or welfare of the
         LESSEE in the (Yuchengco TowerfTower 2/Podium Areas) or their invitees.

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         For the avoidance of doubt, the following are excluded from Condominium
Dues:                                                                           

(a) Depreciation;                                             

  (b) Principal, interest, and other costs directly related to the
financing of the construction of the RCBC Plaza;              

         (c) Wages and salaries of any supervisory or management employee of the
        LESSOR not involved in the day-to-day operation and maintenance of the
Yuchengco Tower; and                                          

 (d) Costs, fines or penalties incurred by the LESSOR due to the
       violation by the LESSOR of (i) any governmental rule or regulation or
       (ii) the terms and conditions of any agreement for the lease of space
in the RCBC Plaza.                                            

3.5      Taxes                                                                  

        Any EVAT which are due on the Rent as well as other taxes which may be
      imposed thereon, shall be for the account of the LESSEE and shall be
    paid directly to the Bureau of Internal Revenue ("BIR") for and in
         behalf of, and in the name of, the LESSOR. The LESSEE agrees to provide
         the LESSOR proof of payment to the BIR of the applicable EVAT and other
taxes no later than the tenth (10th) day of each month.       

         The creditable withholding tax on rental payments for the lease of real
         property in the amount imposed under pertinent tax laws and regulations
     shall be withheld by the LESSEE by deducting the amount of such tax
         from the Rent. The LESSEE shall remit on due date the taxes so withheld
         directly to the BIR. Such taxes withheld and remitted shall be credited
        in favor of the LESSOR in the appropriate tax return. Within three (3)
        business days from such remittance, LESSEE shall issue to the LESSOR a
certificate of withholding taxes remitted.                    

3.6      Utilities                                                              

  The LESSEE shall pay consumption of electricity and water to the
         LESSOR's Property Management Office and for telephone usage directly to
the concerned utility authority. The LESSEE agrees to install 
         sub-meters for electricity, water, chilled water and other utilities in
        the Leased Premises which shall be registered in the name of and shall
be the property of the LESSOR.                                

3.7     Gross Up of Payments by the LESSEE                                    

        All payments by the LESSEE to the LESSOR, unless otherwise provided in
        this Lease Agreement, shall be free and clear of and without deduction
     for or on account of any tax. Should the LESSEE be required to make
 such a deduction for, or withholding of, tax imposed, levied or
      assessed by or otherwise payable to the Republic of the Philippines,
      payment by the LESSEE to the LESSOR shall be increased to the extent
         necessary to ensure that the LESSOR receives a sum net of any deduction
    or withholding equal to the sum it would have received had no such
deduction or withholding been made or required to be made.    

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3.7      Penalty Interest for Delay in Payment                                  

        All monetary obligations of the LESSEE under this Lease Agreement that
    not paid on due date shall bear a penalty of four percent (4%) for
         every month of delay or a fraction thereof computed from due date until
the date of full payment thereof.                             

 SECTION 4
 RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1      Use and Care of the Leased Premises                                    

  (a) The LESSEE shall use the Leased Premises only for office and
related purposes and not for any other purpose.               

      (b) The LESSEE shall maintain the Leased Premises in accordance with
         the standards and requirements of a first class office condominium, and
shall keep the same in first class, good, clean and tenantable
   condition at all times and shall promptly and properly repair any
     damage in the Leased Premises. The LESSEE shall promptly inform the
        LESSOR of any damage, defect or similar condition (for whatever cause)
        in the Leased Premises. In the event the LESSEE fails to undertake the
       maintenance and repair works as stipulated herein, the LESSOR may opt
        to perform the works and charge the cost thereof to the LESSEE. Repair
       and maintenance works shall be done for the LESSEE's own account only
     upon the prior written consent of the LESSOR using only contractors
approved by or acceptable to LESSOR.                          

       (c) The LESSEE shall not bring into the Leased Premises any firearms,
deadly weapons, gasoline, explosives, inflammable materials,  
   refrigerators, stoves, and cooking paraphernalia or equipment but
LESSOR may allow microwave and refrigerator.                  

       (d) The LESSEE shall not, without the LESSOR's prior written consent,
    hang, fix or erect shades, awnings, blinds or window guards of any
      description, shelters or coverings, wire or aerial wiring, supports,
       iron brackets and any other thing on any part of the Leased Premises.

      (e) The LESSEE shall be solely responsible at all times for its acts
 and omissions and those of its employees, agents, and any other
       person(s) gaining access to the Leased Premises and/or the RCBC Plaza
    on account of the LESSEE. Any loss, damage or injury to the Leased
        Premises or any of its contents or any injury to person therein due to
       theft and robbery or caused by the fault or negligence of the LESSEE,
         its employees and agents, or other persons gaining access to the Leased
       Premises and/or the RCBC Plaza on account of the LESSEE, shall be the
responsibility and for the sole account of the LESSEE.        

4.2      Inspections                                                            

       The LESSOR, its agents or employees shall, upon 48-hour prior written
         notice, have the right to enter the Leased Premises at reasonable hours
       examine the Leased Premises, make repairs that the LESSEE may neglect
    or refuse to make in accordance herewith, and make or install such
      alterations, improvements and repairs therein as the LESSOR may deem
reasonably necessary or desirable. In case of emergency       
     repair/maintenance works, the LESSOR, its agents or employees shall
have the right to enter the Leased Premises anytime.          

  Within six (6) months prior to the expiration of the Term or any
       intended date of termination, the LESSOR may show the Leased Premises
       to prospective lessees at reasonable hours upon 48-hour prior written
         notice to the LESSEE. During the last three (3) months of the Term, the
  LESSOR may at any time, with notice to the LESSEE, enter, alter,
        improve, repair, renovate or redecorate the Leased Premises, provided,
        that the LESSEE shall have vacated the Leased Premises and removed all
         or substantially all its property. Any of such acts by the LESSOR shall
   not relieve the LESSEE of any of its obligations under this Lease
      Agreement nor shall the LESSOR incur any liability to the LESSEE for
such acts.                                                    

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4.3      Compliance with Laws and Operations                                    

The LESSEE shall strictly comply with all laws, ordinances and
       regulations relative to the occupancy and use of the Leased Premises.
      Any penalties that may be imposed for violation thereof shall be for
the account of the LESSEE.                                    

4.4      Insurance                                                              

       The LESSEE shall provide and maintain, at its sole expense and at all
times during the Term, the following insurances:              

        (a)      during the period of construction of the improvements and any
                renovation, furnishing and equipping of the Leased Premises,
                  general liability and all risk property damage insurance fully
               protecting the LESSEE and the LESSOR against loss or damage
      arising in connection with the construction of the
          improvements to the Lease Premises and the renovation,
                 furnishing and equipping of the Leased Premises. The property
                damage insurance shall be in an amount covering at all times
                  not less than the full replacement cost of the Leased Premises
and its contents.                           

        (b)      fire and extended coverage insurance insuring its interest in
           its improvements to the Leased Premises and any and all
               furniture, equipment, supplies, contents and other property
                owned, leased, held or possessed by the LESSEE and contained
                  therein in an amount equal to the full insurable value of such
                improvements and property, as such may increase from time to
time;                                       

   (c)      worker's compensation and employer's liability insurance
required by applicable law; and             

       (d)      comprehensive liability coverage for bodily injury, death or
             damage to the property of third persons, occasioned by or
                 arising out of or related to any construction work being done
               on the Leased Premises, or arising out of or related to the
                 condition, use, or occupancy of the Leased Premises, or other
                portions of the RCBC Plaza Tenancy Areas or incidents caused
               by employees of the LESSEE in amounts not less Five Millfon
                 Pesos (PHP 5,000,000.00) with respect to injuries to or death
              of anyone person, Twenty Million Pesos (PHP 20,000,000.00)
           with respect to anyone casualty or occurrence, and Five
              Million Pesos (PHP 5,000,000) with respect to any property
damage.                                     

                The LESSEE shall ensure that the LESSOR shall be named as an
            additional insured party in the policies to be protected
              against all liability occasioned by any occurrence insured
                against. All insurance policies to be obtained by the LESSEE
           shall be written: (i) on an "occurrence" basis; (ii) as
            primary policy insurance and not contributing with or in
              excess of any coverage which the LESSOR or the Condominium
        Corporation may carry; (iii) in a form and substance
          acceptable to the LESSOR; and (iv) issued by insurance
                companies acceptable to the LESSOR. The LESSEE shall, within
                 five (5) days from execution of the insurance policy, provide
               copies of the policies to the LESSOR together with proof of
                 payment of the premiums therefor. No later than ten (10) days
            prior to the expiration date of an insurance policy, the
              LESSEE shall furnish the LESSOR a new or renewed insurance
             policy under the same or better conditions as the expired
          policy, together with proof of payment of the premiums
therefor.                                   

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4.5      Hazardous Substances                                                   

The LESSEE shall not cause or permit any Hazardous Materials  
  (hereinafter defined) to be used, stored, transported, released,
      handled, produced or installed in, on or from the Leased Premises or
       the RCBC Plaza. The term "Hazardous Materials", as used herein, shall
   mean any flammables, explosives, radioactive materials, hazardous
       wastes, hazardous and toxic substances or related materials, asbestos
         or any material containing asbestos, or any other substance or material
included in the definition of "hazardous substances", "hazard 
        materials", "toxic substances", "contaminants" or any other pollutant,
as may be provided by any law, ordinance, rule or regulation. 

4.6      Signs                                                                  

     The LESSEE shall obtain the written approval of the LESSOR prior to
    placing and maintaining, or causing or permitting to be placed and
        maintained, any sign, advertising matter or other thing of any kind in
   the Leased Premises or on the exterior or on any exterior door or
windows of the Leased Premises. Unless the LESSOR otherwise   
         specifically consents in writing, all exterior and elevator lobby signs
       of or pertaining to the LESSEE shall conform to uniform building sign
specifications promulgated by the LESSOR.                     

 SECTION 5
 ASSIGNMENT AND SUBLETTING

Neither this Lease Agreement nor any of the rights, title, interest and       
obligations of the LESSEE herein, shall be assigned, subleased, or otherwise  
transferred by the LESSEE, in whole or in part, without the prior written     
consent of the LESSOR.                                                        

Any material change in the ownership or voting control or in the nature of the
business of the LESSEE shall be deemed an assignment of this Lease Agreement  
for which the prior written consent of the LESSOR must be obtained.           

 SECTION 6
 DEFAULT

6.1      Each of the following constitutes an event of default of the LESSEE    
("Event of Default"):                                         

        (a) failure to pay the Rent and/or any of the fees, charges, dues, and
         other payments required of the LESSEE under this Lease Agreement or the
House Rules on its due date;                                  

    (b) failure to comply with any of the terms and conditions of this
Lease Agreement;                                              

      (c) misrepresentation or violation of any of its representations and
warranties in this Lease Agreement;                           

      (d) commission of an act of insolvency, or filing of any petition or
     action for relief under any insolvency, bankruptcy, reorganization,
    suspension of payment or moratorium or similar law, or having such
       petition or action filed against it, or application with any court or
        agency for the appointment of a receiver or trustee to take possession
of its properties, or inability or admission in writing of its
inability to pay its debts as they fall due; and              

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        (e) abandonment of the Leased Premises. The LESSEE shall be considered
      to have abandoned the Leased Premises if the LESSEE is in arrears in
      the payment of monthly Rents or other accounts herein provided for a
     period of at least one (1) month, and the Leased Premises have been
       closed for business or remains unused for the same period without any
notice of closure having been furnished to the LESSOR.        

6.2     Consequences of Default                                               

  (a) If an Event of Default shall have occurred, then at any time
      thereafter, the LESSOR may, by written notice to the LESSEE, declare
        the LESSEE in default and demand specific performance of the pertinent
     provision(s) of the Lease Agreement or declare this Lease Agreement
         terminated and without further force and effect, specifying therein the
effective date of termination.                                

       Upon such termination, the LESSEE shall vacate and deliver possession
      of the Leased Premises to the LESSOR in accordance with the terms of
        this Lease Agreement. The Security Deposit shall be forfeited in favor
       of the LESSOR. Moreover, the LESSOR shall be entitled to collect from
         the LESSEE, and the LESSEE shall continue to be liable for, the monthly
      Rent for the unexpired period of the Term. The monthly Rent shall be
due to the LESSOR in addition to whatever damages, actual or  
     consequential, that the LESSOR may incur or suffer arising from the
     termination of the Lease Agreement. In no case shall any amount due
       hereunder from the LESSEE be applied against the Security Deposit, it
       being understood that the entire amount thereof shall be forfeited in
favor of the LESSOR.                                          

    Should the LESSEE refuse to vacate the Leased Premises, the LESSOR
shall have the option to exercise its rights under Section 8.2

 SECTION 7
 PRETERMINATION EVENTS

7.1     Strikes and Lock Outs                                                 

      In the event that (i) a picket line is established in or outside the
   Leased Premises or in the vicinity thereof due to a labor dispute
    involving the LESSEE or arising in any way from the conduct of the
        LESSEE's business, (ii) an activity is performed therein which, in the
      judgment of the LESSOR, interferes with or affects the operations of
  the RCBC Plaza or the peaceful enjoyment and possession by other
         lessees or occupants of the RCBC Plaza, or (iii) any event, accident or
         cause beyond the control of the LESSEE continuously threatens the lives
         of the other tenants or occupants of the RCBC Plaza or their respective
      employees, guests, customers or clients and the security of the RCBC
      Plaza itself, then the LESSOR may, at its sale option, terminate the
    Lease Agreement by written notice to the LESSEE, provided that the
         LESSOR shall refund to the LESSEE the Security Deposit, less any amount
         that may be properly deducted therefrom in accordance with the terms of
        this Lease Agreement. However, the LESSOR shall be entitled to collect
the Rents pertaining to the unexpired period of the Term.     

     If the LESSOR shall not elect to terminate this Lease Agreement, it
       may, in its sole discretion and by written notice, require the LESSEE
     to pay for any additional cost which the LESSOR may incur in hiring
     additional security guards, maintaining the cleanliness of the RCBC
  Plaza or in contracting for such other services, including legal
services, and other costs of suit, as may be required for the 
        well-being, security and welfare of the other lessees and occupants of
the RCBC Plaza.                                               

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7.2      Destruction of the Premises                                            

      In case of damage to the Leased Premises by fire, earthquake, war or
      other unforeseen or unavoidable causes, the LESSEE shall immediately
        notify the LESSOR of such damage. The LESSOR shall cause the repair of
         the damage, provided that the LESSOR's responsibility shall be confined
        only to the restoration of the Leased Premises, excluding improvements
         or other properties introduced therein, to the same condition that they
   were in immediately preceding the damage. Within 60 days from the
    receipt of notice from the LESSEE of such damage, the LESSOR shall
        notify the LESSEE in writing of the period within which repairs to the
Leased Premises are expected to be accomplished               

   If the Leased Premises, without regard to improvements introduced
        therein and as determined solely by the LESSOR, can be repaired within
       270 days from commencement of repair works, then this Lease Agreement
shall continue to be effective. However, the Rent due shall be
      proportionally reduced according to the remaining usable area of the
     Leased Premises. If, as determined by the LESSOR, the damage to the
         Leased Premises, without regard to the improvements or other properties
 introduced therein, cannot be repaired within 270 days from the
commencement of repair works, then this Lease Contract may be 
    terminated by either party upon 3D-day written notice to the other
     party or the LESSOR may allow a proportionate reduction of the rent
according to the remaining area of the Leased Premises.       

7.3     Eminent Domain                                                        

       If the whole of the Lease Premises shall be taken or condemned in any
         eminent domain, condemnation, compulsory acquisition or like proceeding
        by any competent authority, this Lease Agreement shall terminate as of
         the date of such taking or condemnation. The LESSOR shall refund to the
   LESSEE the Security Deposit, less any amount that may be properly
deducted therefrom in accordance with the terms of this Lease 
Agreement.                                                    

     If only part of the Leased Premises or the RCBC Plaza Tenancy Areas
  shall be taken or condemned in any eminent domain, condemnation,
       compulsory acquisition or like proceeding, by any competent authority
for any public or quasi-public use or purpose, then this Lease
        Agreement shall continue to be effective, subject to the proportionate
   reduction of the Rent due. In either of the foregoing events, the
LESSEE shall not have any right or claim to any part of the   
 compensation or award granted or to be granted to the LESSOR as
        consideration for such taking. However, provided that the compensation
    to be received by the LESSOR shall not be reduced thereby, nothing
       contained herein shall preciude the LESSEE from claiming, proving and
        receiving from the condemning authority a separate award for the value
         of any of the LESSEE's property taken by the condemning authority which
   the LESSEE could have rightfully removed from the Leased Premises
hereunder.                                                    

7.4     Interruption of Service(s)                                            

      In the event of interruption of services directly resulting from the
   LESSORS actions rendering all or a portion of the Leased Premises
untenantable, Lessee shall have the following remedies: (1)   
     proportionate abatement of rent if the services are interrupted for
      more than three (3) working days, and (2) the right to terminate the
         lease without penalty, if services are interrupted for more than thirty
     (30) days, provided that such interruption of services is due to no
     fault of Lessee, and Lessor is given a reasonable period of time to
remedy the interruption of services.                          

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 SECTION 8
 RETURN OF THE LEASED PREMISES

8.1      Surrender of Leased Premises                                           

Upon the termination of this Lease Agreement, the LESSEE shall
         immediately vacate the Leased Premises and return possession thereof to
      the LESSOR devoid of occupants, furniture articles or effects of any
       kind other then alteration/improvements. In the event that the Leased
       Premises is determined by the LESSOR not to be in good and tenantable
         condition (ordinary wear and tear excluded) upon its return, the LESSEE
        shall continue paying the monthly Rent at the Hold-Over Rate up to the
    time the Leased Premises have been restored in good and tenantable
      condition and turned over to the LESSOR. Nothing herein will prevent
         the LESSOR from entering the Leased Premises or otherwise enforcing its
rights of ownership under applicable law.                     

8.2      Failure to Surrender the Leased Premises                               

     Should the LESSEE fail or refuse to vacate the Leased Premises, the
        LESSOR shall have the right to eject the LESSEE therefrom, recover all
     amounts due as Rent with interest, together with judicial costs and
attorney's fees, and cause the discontinuance of the supply of
  utilities and services to the Leased Premises. Should the LESSEE
      continue in possession of the Leased Premises beyond the Term of the
        Lease Agreement or the effective date of termination, the monthly rent
       payable by the LESSEE shall be at a hold-over rate equal to twice the
     then current monthly Rent ("Hold-Over Rent") for every month of the
hold-over period. All other terms and conditions of this Lease
       Agreement shall continue in force during the holdover period. For the
        avoidance of doubt, the exercise by the LESSOR of its hold-over rights
    shall not be interpreted as a grant or permission to the LESSEE to
      continue in possession of the Leased Premises beyond the term of the
Lease Agreement.                                              

   The LESSOR shall also have the power and authority to padlock the
     Leased Premises and prevent the LESSEE and/or any of its employees,
      agents, and guests from entering and using the Leased Premises until
    all the outstanding accounts of the LESSEE shall have been paid in
       full. The LESSOR shall have the right and authority to open and enter
        the Leased Premises, take inventory of any and all furniture, effects,
       materials and other properties found therein or in the RCBC Plaza but
    pertaining to the Leased Premises, remove the same from the Leased
         Premises, and place them in storage. The LESSOR shall have the right to
      retain by way of pledge, and store, any piece of furniture, fixture,
    equipment, material or other personal property found in the Leased
  Premises or the RCBC Plaza until full settlement of the LESSEE's
         obligations. In such event, the LESSEE hereby waives any and all rights
         and causes of action against the LESSOR for any damage and depreciation
         upon said properties. The LESSEE shall be charged and undertakes to pay
storage fees in accordance with actual warehouse billings.    

        One month after the removal of the LESSEE's properties from the Leased
         Premises, if the LESSEE's account remains outstanding, the LESSOR shall
  have the option to dispose of such furniture, effects, and other
      properties in accordance with Article 2112 of the Civil Code. In the
       event that the LESSOR does not avail of this option, the LESSOR shall
 release the said properties to the LESSEE only when the overdue
obligations shall have been fully paid.                       

         The foregoing notwithstanding, the LESSOR shall likewise have the right
  to exercise all other legal rights and remedies which may now or
   hereafter be available it under this Lease Agreement or under any
applicable law.                                               

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 SECTION 9
REPRESENTATIONS AND WARRANTIES OF THE LESSEE

The LESSEE hereby represents and warrants to the LESSOR that:                   

       (a)  The LESSEE is a corporation duly organized, validly existing and
              in good standing under the laws of the Republic of the Philippines
             and has the requisite corporate power and authority to enter into
            this Lease Agreement and to carry out its obligations hereunder.

      (b)  All the necessary corporate or legal actions for the execution,
            delivery and performance of this Lease Agreement as contemplated
   hereunder have been duly taken and this Lease Agreement
           constitutes legal, valid and binding obligations of the LESSEE,
          enforceable against it in accordance with the terms hereof. No
              consents or approvals are required to be obtained from, or filings
           or registrations made with, any governmental body or agency, or
              any other third party for the due execution and performance by the
LESSEE of its obligations under this Lease Agreement

    (c)  The execution, delivery and performance by the LESSEE of this
           Lease Agreement do not and will not: (i) violate in any respect
         the provision of, or result in the breach of, or constitute a
             default under [1J the organization documents of the LESSEE or [2J
           any agreement, contract, undertaking or instrument to which the
           LESSEE is a party or which is binding upon the LESSEE or any of
          its properties or assets; or Oi) constitute a violation of any
         statute, rule or regulation, order, judgment or decree of any
             court, administrative body or authority applicable to the LESSEE.

SECTION 10
MISCELLANEOUS PROVISIONS

10.1     Force Majeure                                                          

       The LESSOR shall be excused for the period of any delay and shall not
    be deemed in default with respect to the performance of any of the
         terms, covenants, and conditions of this Lease Agreement when prevented
  from so doing by causes beyond the LESSOR's control, which shall
  include, but not be limited to, all labor disputes, governmental
      regulations or controls, fire or other casualty, inability to obtain
         any material or services, or acts of God. However, said events shall in
    no case justify the suspension of the payment by the LESSEE of the
monthly Rents or the reduction thereof.                       

10.2     Right to Relocate                                                      

         For lessees who occupy less than 300 rentable square meters, the LESSOR
  reserves the right, at any time during the term of the lease, to
     relocate the lessee within the building. The LESSOR shall deliver a
       written notice to the LESSEE of the LESSOR's decision to relocate the
         LESSEE, together with a proposal for the area to which the LESSEE shall
       be relocated, provided that such proposed area shall be substantially
      similar in terms of the location and view of, or shall constitute an
 improvement of, the original Leased Premises. Should the LESSOR
       exercise its right to relocate the LESSEE under this Section then (i)
the reasonable expenses of said relocation or of any necessary
         renovation or alteration, as calculated by the LESSOR and the LESSEE in
        their respective reasonable judgment prior to any relocation, shall be
         paid by the LESSOR (including the actual, reasonable costs of replacing
       office materials such as letterhead with materials of similar quality
         and quantity) and (ii) following such relocation, the substituted space
         shall, for all purposes thereafter, constitute the Leased Premises, and
     all the terms and conditions of the original lease shall apply with
   full force and effect to the Leased Premises as so relocated. The
       LESSEE agrees to promptly execute and deliver to the LESSOR any lease
        amendment or other such document appropriate to reflect the changes in
the lease described or contemplated above.                    

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     If the LESSEE has not relocated its premises within sixty (60) days
       after it received the notice of relocation, the LESSOR shall have the
     right to terminate this Lease Agreement by giving written notice of
termination at least ten (10) days from the effective date of 
termination.                                                  

10.3     Indemnification                                                        

        Notwithstanding any applicable insurance that the LESSEE may have, the
        LESSEE shall indemnify, protect, defend and save free and harmless the
     LESSOR, its officers, directors, shareholders, agents and employees
   against any and all liabilities, claims, suits, demands, damages,
      judgments, costs, fines, penalties, interest and expenses (including
   all professional fees and expenses thereof) which the LESSOR, its
         officers, directors, shareholders, agents or employees may suffer or be
         made liable for arising out of or in connection with (i) the possession
         and use of the Leased Premises by the LESSEE, its employees and agents,
        or other persons gaining access to the Leased Premises and/or the RCBC
      Plaza on account of the LESSEE; (ii) any loss, injury, damage, death
occurring in or about the Leased Premises due to the fault or 
 negligence of the LESSEE; (iii) any work, installation or thing
        whatsoever done or omitted to be done in or about or due to the Leased
         Premises by the LESSEE, its employees, contractors and agents, or other
    persons gaining access to the Leased Premises and/or RCBC Plaza on
      account of the LESSEE; (iv) any breach or violation by the LESSEE of
        the stipulations of this Lease Agreement, the Master Deed or the House
     Rules; and (v) all other acts and omissions done by the LESSEE, its
        employees or agents, or any other persons gaining access to the Leased
Premises and/or the RCBC Plaza on account of the LESSEE.      

10.4     Limitation of Liability                                                

        The LESSOR, its officers, directors, stockholders, agents or employees
         shall not be liable for any death, injury or damage which may be caused
       to the person or property of the LESSEE, its employees and agents, or
     other persons gaining access to the Leased Premises and/or the RCBC
  Plaza while visiting or doing business in any part of the Leased
Premises due to (i) causes solely attributable to the fault or
      negligence of the LESSEE, its employees and agents, or other persons
   gaining access to the Leased Premises and/or the RCBC Plaza, (ii)
         robbery or theft, fire, earthquake, war, strike, any act of violence or
  other unforeseen or unavoidable causes beyond the control of the
   LESSOR, (iii) fire, explosion, falling debris, steam, smoke, gas,
   electricity, water or other leaks from any part of the RCBC Plaza
    Tenancy Areas and/or the RCBC Plaza, or from pipes or plumbing and
    other infrastructure works done or being done in or about the RCBC
       Plaza unless due to the gross negligence or willful misconduct of the
  LESSOR, and (iv) public or quasi-public works. Neither shall the
       LESSOR, its officers, directors, stockholders, agents or employees be
      liable for any inconvenience or delay suffered or may be suffered by
       the LESSEE, its employees and agents, or other persons gaining access
        to the Leased Premises and/or RCBC Plaza for the failure of the LESSOR
       to supply security, maintenance, elevator, plumbing, air-conditioning
and other common or similar services.                         

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         In the event the LESSOR is in any way determined [by final judgment] to
  be liable for any injury, death or damage to persons or property
(including without limitation, loss arising from or in any way
        connected with any negligent or reckless act or omission of the LESSOR
      or any fraudulent, negligent, reckless or willful act or omission of
   any of its directors, officers, employees, agents or contractors,
         whether or not the possibility could have been foreseen by the LESSOR),
     the maximum amount payable by the LESSOR shall be limited to actual
   damages but in no event shall the LESSOR be liable beyond the net
         amount recovered under its insurance policies or the person responsible
      for such injury, death or damage. The foregoing notwithstanding, the
    LESSOR, its directors, officers, stockholders, employees or agents
 shall have no personal liability to any person for any special,
     indirect or consequential loss, damage, cost, expense, liability or
claim suffered or incurred by such persons                    

10.5     Confidentiality                                                        

  Each party agrees that, except as required by law, the terms and
   conditions of this Lease Agreement, all information and documents
   (whether financial, technical or otherwise) obtained by it or its
        agents from the other party which are not generally publicly available
   or which are intended exclusively for the knowledge or use of the
      Receiving Party, shall be kept confidential and not disclosed to any
        other person or entity without the prior written approval of the other
party.                                                        

         The obligations of the Receiving Party under this Section shall survive
the termination of this Lease Agreement.                      

10.6     Subordination of Lease Agreement                                       

         (a)      The LESSEE confirms and acknowledges that this Lease Agreement
                  and all of the LESSEE's rights herein are and shall be subject
               and subordinate to (i) any and all legal and/or contractual
                  restrictions or easements that may attach to the RCBC Plaza or
                the land on which the RCBC Plaza is located; (ii) the Master
               Deed, as this may be amended from time to time, and any and
                  all house rules and regulations now or hereafter affecting the
                  RCBCPlaza Tenancy Areas, its surrounding areas, and the Leased
                Premises; and (iii) any mortgage, lien or encumbrance now or
             hereafter affecting the RCBC Plaza, the land on which the
                RCBCPlaza Tenancy Areastands, and the Leased Premises, which
                the LESSOR may grant at its sole discretion in the course of
its business.                               

      (b)      The LESSEE hereby confirms and agrees that the mortgagee or
                  holder of a security interest over the RCBC Plaza, the land on
          which the RCBC Plaza Tenancy Area stands or the Leased
                  Premises shall not be deemed substituted to any of the rights,
              privileges, liabilities or obligations of the LESSOR under
             this Lease Agreement or for any obligations not otherwise
            expressed in this Lease Agreement until such time as the
           mortgagee, its agent or its successor-in-interest takes
control over the Leased Premises.           

       (c)      The LESSEE confirms and agrees that neither the cancellation
          nor termination of any foreclosure of mortgage nor the
                institution of any suit, action, summary or other proceeding
          against the LESSOR shall result in the cancellation or
             termination of this Lease Agreement, unless the mortgagee
             shall elect otherwise in the case of a foreclosure of the
mortgage.                                   

(d)      If a mortgagee or prospective mortgagee shall request
                  modifications to this Lease, the LESSEE shall not unreasonably
        withhold, delay or defer its consent thereto, on the
                  understanding that such modifications do not impose materially
onerous obligations on the LESSEE.          

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10.7     Non-Waiver of Rights                                                   

No failure on the part of any party to this Lease Agreement to
       exercise, and no delay on its part in exercising, any right or remedy
       under this Lease Agreement will operate as a waiver thereof, nor will
    any single or partial exercise of any right or remedy preclude any
         other or further exercise thereof or the exercise of any other right or
        remedy. The rights provided in this Lease Agreement are cumulative and
not exclusive of any rights or remedies provided by law.      

10.8     Notarial and Registration Expenses                                     

        Expenses for the notarization of this Lease Agreement shall be for the
        account of the LESSOR. Should either party opt for registration of the
      Lease Agreement, such Party shall shoulder all taxes, fees and other
costs of registration.                                        

10.9     Severability                                                           

         The illegality, invalidity or unenforceability of any provision of this
        Lease Agreement under the law of any jurisdiction shall not affect its
 legality, validity or enforceability under the law of any other
        jurisdiction nor the legality, validity or enforceability of any other
        provision. any provision of this Lease Agreement held illegal, invalid
        or unenforceable only in part or degree shall remain in full force and
  effect to the extent not held illegal, invalid or unenforceable.

10.10    Entire Agreement                                                       

   This Lease Agreement constitutes the entire agreement between the
      parties relating to the subject matter hereof, superseding all prior
        agreements, oral or written. It shall be binding upon and inure to the
      benefit of the parties and their respective successors and permitted
         assigns. This Lease Agreement may be amended, superseded, or cancelled,
        and the terms hereof may be waived only by a written instrument signed
by the parties, or in case of a waiver, by the party waiving  
compliance.                                                   

10.11    Liens                                                                  

 No work performed by the LESSEE in the Leased Premises, whether
         pursuant to this Lease Agreement or otherwise, whether in the nature of
       erection, construction, alteration, addition, improvement, remodeling
       or repair, shall be deemed to be for the immediate use and benefit of
       the LESSOR, and no mechanic's or material man's lien shall be allowed
        against the LESSOR by reason of any consent given by the LESSOR to the
      LESSEE to improve the Leased Premises. The LESSEE shall pay promptly
    all persons furnishing labor or materials with respect to any work
   performed for the LESSEE or its contractor on or about the Leased
        Premises. The LESSEE undertakes to promptly pay or in any other manner
      discharge any such mechanic's, material man's or similar lien on the
        Leased Premises and/or the RCBC Plaza for work or materials claimed to
       have been furnished to the LESSEE, within 10 days following notice or
knowledge thereof.                                            

10.12    Notices                                                                

       All instructions, notices, requests and other communications required
     or permitted to be given hereunder shall be in writing and shall be
  deemed to have been fully given on the date of actual receipt if
         delivered personally, or on the date sent by registered mail, confirmed
fax or through a reputable courier service to the authorized  
representatives of the LESSOR and the LESSEE:                 

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LESSOR: RCBC Realty Corp.             LESSEE: Access Worldwide (AWWC)       
                 Philippines, Inc.
  Address: 3rd Flr., Grepalife Bldg.,   Address: 8th floor Pacific Star Building
Sen. G. Puyat Ave., Makati City       Sen G. Puyat Ave. cor. Makati Ave.    
Tel. No: 8448605                      Tel No:                               
Fax:                                  Fax:                                  
Attention: Perry Y. Uy                Attention: Alfonso S. Yuchengco, III  

       The LESSOR and the LESSEE may change their authorized representatives
        and their mailing addresses and other details herein by written notice
to the other party hereto.                                    

10.13.   Venue                                                                  

      Without to prejudice to the arbitration provision of this Agreement,
         any action under this Lease Agreement must be brought before the proper
   court of the City of Makati, Philippines. In case of any judicial
      recourse, the prevailing party shall be entitled to recover from the
losing party its reasonable attorney's fees and legal costs in
connection with the suit.                                     

10.14    Arbitration                                                            

      Any dispute, controversy or claim arising out of or relating to this
      Lease Agreement shall be settled by arbitration if any such dispute,
   controversy or claim cannot be settled within thirty (30) days by
        amicable discussions of the parties, such dispute shall be referred to
       arbitration in accordance with Republic Act No. 876,as amended. There
       shall be three (3) arbitrators--each party shall be designating their
       respective nominee, and the third arbitrator shall be mutually agreed
    upon by the two arbitrators designated by each of the parties. The
       arbitration shall be conducted in the Philippines and the language of
      arbitration shall be English. The arbitration proceedings, including
         the making of the award of arbitrators, shall be final and binding upon
the Parties.                                                  

      The arbitral award shall be in writing and, unless the parties agree
      otherwise, shall state the reasons upon which it is based. The award
         may include an award of costs, including reasonable attorney's fees and
       disbursements. Judgment upon the award may be entered by any court of
competent jurisdiction.                                       

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10.15    Governing Law                                                          

       This Lease Agreement shall be governed by and construed in accordance
with Philippine law.                                          

IN WITNESS WHEREOF, the parties have duly executed this Lease 
Agreement.                                                                      

RCBC REALTY CORPORATION                                                         

Lessor                                    Lessee                                

By                                        By                                    
---------------------                     ---------------------             

WITNESS                                   WITNESS                               

-----------------------                   -----------------------               

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)                                                    
City of                    )                                                    

       BEFORE ME, a Notary Public, at the above-stated locality, on this [ ]
day of [ ], personally appeared:                                                

Name                       Community Tax                       Date/Place Issued
Certificate./ Passport No 

______________ in his                                                           
capacity as President of                                                        
RCBC Realty Corporation                                                         

_______________________ in his                                                  
capacity as ______________ of                                                   
_____________________________                                                   
known to me and to me known to be the same persons who executed the foregoing   
instrument, and who acknowledge the same to be their free and voluntary act and 
deed, and the free and voluntary act and deed of the corporations they          
respectively represent.                                                         

Said instrument refers to a Lease Agreement involving a condominium unit/s in   
the RCBC Plaza Condominium Project located at [ ], and consists of [ ] pages,   
including this page wherein this Acknowledgment is written, signed by the       
parties and their witnesses on each and every page, and sealed with my notarial 
seal.                                                                           

Doc. No. ______;                                                                
Page No. _____ ;                                                                
Book No. _____;                                                                 
Series of 2005.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	3/31/10	4
	4/1/09	4
	4/1/08	4		10-K/A
	4/1/07	4
	4/1/06	4
	6/30/05	3		10-Q
	6/1/05	4
	5/31/05	4
Filed on:	4/1/05	3	4	4, 8-K
For Period End:	3/29/05
				List all Filings

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Filing Submission 0001275287-05-001155 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Access Worldwide Communications Inc – ‘8-K’ for 3/29/05 – EX-99.1

On: Friday, 4/1/05, at 5:16pm ET · For: 3/29/05 · Accession #: 1275287-5-1155 · File #: 333-38845

Previous ‘8-K’: ‘8-K’ on 3/7/05 for 3/4/05 · Next: ‘8-K’ on 4/4/05 for 3/31/05 · Latest: ‘8-K’ on / for 9/10/08

Current Report — Form 8-KFiling Table of Contents

EX-99.1 — Miscellaneous ExhibitExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-99.1 — Miscellaneous Exhibit
Exhibit Table of Contents