DEMISE CHARTER CONTRACT

KNOW ALL MEN BY THESE PRESENTS: This DEMISE/BAREBOAT CHARTER AGREEMENT, made and executed by and between: ARC N. TOLENTINO, owner of the vessel ARC I registered under the laws of the Philippines, Filipino, of legal age and a resident of 111 Muralla St., Intramuros, Manila, hereinafter called "OWNER"; and BELINDA O. MARQUEZ, Filipino, of legal age and a resident of 888 Herbosa St., Tondo, Manila, hereinafter called "CHARTERER." WITNESSETH: WHEREAS, the OWNER hereby agrees to let and demise bareboat and the CHARTERER agrees to hire on a bareboat basis said vessel under the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the parties hereto mutually agree as follows: 1. The term of this Agreement shall be for one (1) month, commencing at 8 oclock in the morning of March 1, 2014, and shall be automatically renewed monthly thereafter until such time as this Agreement is terminated by law or in accordance with the provisions of this Agreement. This Agreement may be terminated by either party at least upon fifteen (15) days prior written notice; 2. The vessel shall be delivered to CHARTERER on the time and date of the effectivity of this Agreement at Manila Yatch Club. "OWNER warrants that Vessel, when delivered to CHARTERER, shall be in good seaworthy condition and shall comply with all applicable laws and regulations pertaining to the condition of the Vessel."; 3. The CHARTERER agrees to pay the OWNER ONE MILLION PESOS, Philippine Currency (Php 1,000,000.00) as monthly charter fee on or before March 1, 2014 and monthly thereafter. A two-month advance charter fee amounting to TWO MILLION PESOS, Philippine Currency (Php 2,000,000.00) shall also be paid by the CHARTERER on or before March 1, 2014 as guarantee deposit which shall be applied to any repairable damages caused in the vessel; 4. CHARTERER shall maintain Vessel in good order and condition, reasonable wear and tear excepted. CHARTERER shall not be responsible for repairs to Vessel except to the extent that the need for such repairs arises from the negligence or willful misconduct of CHARTERER, its officers, agents, employees, invitees or guests. OWNER agrees to furnish any necessary maintenance materials needed by CHARTERER in order for CHARTERER to fulfill its obligation to maintain Vessel in good order and condition. OWNER agrees to make any repairs needed to keep Vessel in good seaworthy condition and in compliance with all applicable laws and regulations to the extent the need for such repairs does not arise from the negligence or willful misconduct of CHARTERER, its officers, agents, employees, invitees, and guest. Vessel shall be subject to inspection at any reasonable time by OWNER or its agent or employee provided OWNER has furnished reasonable advance written notice to CHARTERER of its intent to make such inspection; 5. CHARTERER warrants that the skipper hired by CHARTERER will be a qualified and competent person, who shall be the employee of the CHARTERER, and be responsible for the safe navigation of the Vessel;

6. CHARTERER expressly agrees that the operation of said Vessel will be limited to the areas and waters within the Philippine Area of Responsibility as already defined under the law; 7. CHARTERER agrees to secure and keep in force during the entire term of this Charter, a standard marine insurance policy including hull coverage, to full value, and protection and indemnity coverage in such form, with such carrier or carriers so as to protect OWNER against any and all liability incident to the operation of the Vessel. Said protection and indemnity coverage shall not apply to liability or loss to the extent such liability or loss arises from the negligence or willful misconduct of Owner, its officers, agents or employees. Said policy or policies of insurance with respect to the negligent acts or omissions of CHARTERER, shall name OWNER as an additional insured, and shall obligate the carrier or carriers to notify OWNER at least fifteen (15) days prior to cancellation of or changes in said policy or policies of insurance. CHARTERER shall indemnify, defend and hold harmless OWNER, its officers, agents and employees from and against any claims, damages, expenses or liabilities arising out of the performance of this Agreement or the use of said Vessel including without limitation, claims, damages, expenses or liabilities for loss or damage to any property, or from death or injury to any person or persons, in proportion to and to the extent such claims, damages, expenses or liabilities arise from the negligence or willful misconduct of CHARTERER, its officers, agents, or employees; 8. CHARTERER agrees that the Vessel shall be employed exclusively for the sole and proper use of the CHARTERER and for any private purpose. CHARTERER further agrees not to transport MERCHANDISE FOR HIRE or CARRY PASSENGERS FOR HIRE, or engage in any trade, or in any way violate any laws of the Philippines or of any other government within the jurisdiction of which the Vessel may be at any time during the Charter; 9. CHARTERER shall have no rights, power, or authority to create, incur, or permit to be imposed upon the Vessel any liens or encumbrances of any nature. A fully-executed copy of this Charter Agreement shall be carried aboard the Vessel with the ship's papers at all times during the term of the Charter and shall be exhibited by CHARTERER to any person having business with the Vessel which might give rise to any lien. CHARTERER shall redeliver said Vessel free from any liens incurred as a result of the operation of the Vessel under this Charter Agreement, and shall indemnify and hold harmless OWNER or its agent against any lien not incurred by OWNER or covered by insurance arising out of the possession, use, or operation of said Vessel or by any persons aboard said Vessel by invitation of CHARTERER; 10. CHARTERER shall not subcharter or assign this Charter without obtaining the consent of OWNER in writing. If at anytime CHARTERER fails to remedy any default with respect to any of the provisions, covenants or conditions of this Charter to be kept or performed by CHARTERER within 5 days after notice thereof, or such additional time as is reasonably required to cure such default, OWNER shall have the right to terminate this Charter by giving written notice of such termination to CHARTERER; 11. OWNER shall not be responsible for failure to deliver the Vessel at commencement of the Charter if such failure is caused by reasons beyond the control of OWNER or by reason of said Vessel having been lost or disabled. Should such delivery not be made within one day after the specified date, this Agreement may be canceled by CHARTERER and any deposits or amounts theretofore paid on charter hire shall be returned by OWNER to CHARTERER.

ARC N. TOLENTINO OWNER

BELINDA O. MARQUEZ CHARTERER

SIGNED IN THE PRESENCE OF

Witness

Witness

ACKNOWLEDGMENT

Republic of the Philippines City of Manila

) ) S.S.

BEFORE ME, a Notary Public, for and in the City of Manila, Philippines, personally appeared and came:
ARC N. TOLENTINO CTC No. 09845799 Drivers License No. N04-89-103518 BELINDA O. MARQUEZ CTC No. 098756 Drivers License No. NO4-08-013474

Known to me and unto me known to be the same persons who executed the foregoing Demise Charter Contract and who acknowledged unto me the same is their free and voluntary act and deed. This Instrument consists of three (3) pages including this page wherein this Acknowledgement is written. WITNESS MY HAND AND NOTARIAL SEAL, this 20th day of February, 2014 in the City of Manila.

Atty. Juan C. Reyes Notary Public for Manila

DOC. NO. 13; PAGE NO. 18; BOOK NO. III; SERIES OF 2014.