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May 28, 1998

WHEREAS, the 1999 Kunming International Horticultural Exposition (hereinafter referred to as the EXPO '99 Kunming) will be held from 01 May to 31 October 1999;

NOW, THEREFORE, the Commissioner General of Section of the Philippines, for, and on behalf of the Government of the Republic of the Philippines (hereinafter referred to as the Exhibitor), and the China Yunnan Horticultural Exposition Group Corporation Ltd. (hereinafter referred to as the Corporation), for and on behalf of the Commissioner General of the EXPO '99 Kunming of the Government of the People's Republic of China, have hereby entered into this Agreement on the former's participation in the EXPO '99 Kunming under the terms and conditions provided hereunder:

ARTICLE 1

This Participation Contract for the 1999 Kunming International Horticultural Exposition (hereinafter referred to as the Contract) shall govern all aspects of the EXPO '99 Kunming, which has been registered at the Bureau of International Exhibitions (BIE) with the theme "Man and Nature - Marching into the 21st Century", and will be held in Kunming, Yunnan Province, China from 01 May to 3 1 October 1999.

ARTICLE 2

In accordance with the International Exhibition Convention signed in Paris on 22 November 1928, the, amendments to the Protocols dated 10 May 1948, 16 November 1960, 30 November 1972 and 24 June 1982 and the amendments adopted at the Plenary Session of the BIE on 31 May 1988 (hereinafter referred to as the Conventions), the Commissioner General of the EXPO '99 Kunming shall have responsibility in organizing the 1999 Kunming International Horticultural Exposition.

ARTICLE 3

Both the Exhibitor and the Corporation shall observe the General Regulations, the Special, Regulations and the Contract, as well as the relevant provisions of the aforementioned Conventions. Pursuant to the Conventions and the General Regulations, both the Exhibitor and the Corporation shall give full recognition to the authority and power of the Commissioner General and the Commissioner General of Section with respect to the EXPO '99 Kunming.

ARTICLE 4

(1) The Corporation shall provide the Exhibitor with an indoor exhibition area (with roof) or fifty square meters (50 sq.m.) which shall be made available for use by the latter from 01 October 1998 to 31 December 1999.

(2) The Exhibitor shall not be charged any rental or lease fees for the use of the abovementioned area.

ARTICLE 5

(1) The Exhibitor shall be responsible for all the repairs, cleaning, security, fire prevention and other services necessary in maintaining in good operating, condition the area stipulated in Article A(1).

(2) Any construction and decoration work on the exhibition area provided in Article A(1) shall be borne by the Exhibitor.

ARTICLE 6

(1) In accordance with Article 12 of the General Regulations, the Corporation shall bear the expenses for the security, cleaning, repairs, maintenance and other services of the exhibition area before it is handed over to the Exhibitor,

(2) The Corporation shall, at the request of the Exhibitor, provide the latter with services directly relevant to the use of the exhibition area such as water, electricity, gas supplies, telecommunications facilities, safety measures, transport, waste removal and other services stipulated in the General Regulations.

(3) The Exhibitor shall pay for the services referred to in Article 6(2).

(4) The abovementioned services may be suspended for the following reasons:

a. To guarantee the safety of personnel and properties;

b. In case of repair or replacement of the service system or improvements made in their delivery,

c. In the event of any shortage of the services abovementioned;

d. Occurence of supervening events beyond the control of the. Corporation or Force Majeure.

(5) The Corporation shall promptly inform the Exhibitor of the occurrence of any of the situations mentioned in the immediately preceding paragraph.

(6) In case of the Exhibitors negligence or the non-performance of its obligations under this Article, the Corporation shall lake appropriate measures to ensure the fulfillment of said obligations, including the performance thereof by third panics and the cost of which shall be charged to the Exhibitor's expense.

(7) At the request of the Exhibitor, the Corporation shall provide the following services at the expense of the Exhibitor:

a. provision, delivery and distribution of building, decoration and other essential materials to the Exhibitor;

b. other services concerning the management and operation of the exhibition pavilions or commercial concessions.

ARTICLE 7

(1) The Exhibitor shall not be allowed to build structures of any kind within the premises of the EXPO '99 Kunming or make any physical changes to its assigned exhibition area(s) or their surroundings without prior approval from the Corporation.

(2) The Exhibitor shall complete all interior decoration work and exhibit arrangements not later than two (2) weeks prior to the official opening of the EXPO '99 Kunming.

(3) The Exhibitor shall vacate the indoor exhibition area assigned to it within fifteen (15) days following the conclusion of the EXPO '99 Kunming and return the area to the Corporation in good condition.

(4) In case of the Exhibitor's failure to comply with the provisions of the immediately preceding section, the Commissioner General of the. EXPO '99 Kunming shall cause the issuance of orders to dismantle, remove, dispose or sell any structure or articles left in the exhibition area(s) at the expense of the Exhibitor.

(5) Articles and equipment relating to or used in connection with the EXPO '99 Kunming shall not be dismantled or removed without prior consent from the Commissioner General of the EXPO '99 Kunming.

(6) At the request of the Corporation, temporary outdoor structures constructed by the Exhibitor may not be dismantled or removed, provided, that agreement is reached between the concerned parties and the necessary approval is granted by the Commissioner General of the EXPO '99 Kunming.

ARTICLE 8

(1) The Corporation shall provide the Exhibitor with the national and local laws and regulations of the People's Republic of China as well as other information and reference materials that are of practical use to the Exhibitor.

(2) The Exhibitor shall submit to the Corporation the following information:

a. the number and respective positions of persons to be sent to China to work for the Exhibitor in connection with its participation in the EXPO '99 Kunming;

b. the description and value of articles to be exported into China for use by the Exhibitor in the course of its participation in the EXPO '99 Kunming.

(3) The Exhibitor shall guarantee that all its staff, employees, agents or participating officials will observe the Contract, the General Regulations and other regulations issued by the Corporation.

(4) The Commissioner General of the EXPO '99 Kunming shall render assistance to the Exhibitor by way of facilitating the entry and stay of its personnel in China and the importation of articles and equipments into China for use in the EXPO '99 Kunming.

ARTICLE 9

(1) The Exhibitor may sell pictures, slides, postcards, recorded tapes, beaks and post. stamps; which are deemed products of its own country and are relevant to the EXPO '99 Kunming.

(2) In addition to the merchandise mentioned in the preceding section, the Exhibitor is also allowed to sell to the public five (5) kinds of the typical tourism and souvenir articles, that axe made or produced in the Philippines. The Exhibitor shall submit a merchandise list of all articles that it intends to sell to the public for approval by the Commissioner General of the EXPO '99 Kunming.

(3) Upon prior consent and approval of the Commissioner General of the EXPO '99 Kunming, the Exhibitor may build one or several restaurants within its allocated exhibition area to cater and offer for sale its own country's typical foods and beverages in conformity with the theme of the EXPO '99 Kunming. The operation of such restaurants shall comply with the Special Regulations.

(4) No rental fee shall be charged by the Corporation for the use of the abovementioned sites.

(5) The area designated or reserved for commercial activities including the area for restaurant(s) and related services, shall not exceed 20% of the Exhibitor's total exhibit area.

(6) The sales of the products, foods and beverages mentioned in this Article shall be in conformity with the provisions on commercial activities stipulated in the Special Regulations, and are subject to sales administration lees which shall be paid to the Corporation through the Commissioner General of the EXPO '99 Kunming.

(7) The Exhibitor may within the limitations set forth in Section (5) of this Article, construct a facility such as a canteen to cater exclusively to its employees and staff which shall not be charged any rental fees by the Corporation.

ARTICLE 10

(1) The Exhibitor shall open its exhibition area(s) to the public during the entire duration of the EXPO '99 Kunming.

(2) The Exhibitor shall allow the Corporation to carry out necessary maintenance and repair work on the Exhibitor's exhibition pavilion(s) and oilier areas under the responsibility of the Corporation in accordance with this Contract and the General Regulations.

(3) The Exhibitor shall not interfere with or negatively affect other exhibitors and the overall atmosphere of the EXPO '99 Kunming.

(4) The Exhibitor shall curry out all necessary repair work to its assigned exhibition area(s), and immediate surroundings in order to ensure that the premises are in good condition at all times.

ARTICLE 11

(1) The commercial activities mentioned in Article 9 of this Contract shall be subject to tax imposed by the Kunming tax Bureau of China.

(2) The articles mentioned in Article 9(2) of this Contract shall be subject to the payment of customs duties.

(3) The Exhibitor is inquired to keep at all limes a book of accounts covering all commercial activities, which may be examined by the Corporation.

(4) All other commercial activities not mentioned in Article 9 shall comply with the Special Regulations.

ARTICLE 12

All public performances, cultural shows and other public activities to be carried out by the Exhibitor shall be subject to prior consultation and agreement between the Commissioner General of Section and the Corporation.

ARTICLE 13

(1) The Exhibitor shall, at its own expense, undertake to insure all its employees and staff against accidental death and injury.

(2) The Exhibitor shall secure insurance coverage for its exhibition materials, articles, equipments and furniture against fire, theft, damage and other related contingencies.

(3) Article 35(1) of the General Regulations shall apply in case the Exhibitor or one or more of its employees and staff arc held liable for damage or injury arising from any accident.

ARTICLE 14

(1) All communications pursuant to this Contract shall be in writing and properly addressed lo the Commissioner General or the Commissioner General of Section as the case may be. Any agreement, notice, information or other written communication conveyed by one party, pursuant to the provisions of this Contract, shall be deemed to have taken effect from the time of its receipt by the other party.

(2) Communications addressed to the Commissioner General of the EXPO ‘99 Kunming shall be mailed to the following address;

19th Floor, Building No. 1
28, East Dong Feng Road
Kunming, Yunnan 650011
People's Republic of China

(3) Communications addressed to the Commissioner General of Section of the Philippines shall be mailed to the following address:

Department of Tourism
DOT Building, T.M. Kalaw Street;
Rizal Park, Manila
Philippines

ARTICLE 15

(1) Any; dispute that may arise between the Corporation and the Exhibitor shall be settled in accordance with Article 43 of the General Regulations.

(2) Disputes that are not covered by the abovementioned provision of the General Regulations shall be submitted to the China International Economic and Trade Arbitration Commission for settlement. The settlement proceedings shall be conducted in accordance with the Commission's arbitration rules and procedures.

ARTICLE 16

(1) This Contract shall take effect immediately upon its signing by the duly authorized representatives of the Corporation and the Exhibitor and shall be valid until 30 November 1999 or until such earlier date when the Exhibitor returns to the Corporation the assigned exhibition area(s) alter the EXPO '99 Kunming has officially ended.

(2) This Contract is done in duplicate, with each original copy deposited with the Commissioner General of the EXPO '99 Kunming and the Commissioner General of Section of the Philippines.

Signed in the City of Manila on the 28th day of May in the Year of Our Lord Nineteen Hundred and Ninety-Eight.