Retainership Agreement

Gentlemen:

We are pleased to submit to you herewith the following proposal for a

legal retainership arrangement with your company.

Retainer Fee. The proposed monthly retainer is U.S.$1,000.00,

payable in the first week of each month, which amount is subject to
adjustment upon mutual agreement, as work experience between us
develops.

Date of Effectivity. We propose that the retainer arrangement take

effect upon payment of the first retainers fee of U.S.$1,000.00. It shall
be subject to termination upon 60 days written notice given by either
party to the other.

Scope of Retainer Services and Hence NOT Subject to

Additional Billing. The services which will be covered by the retainer
arrangement, which will not be subject to additional billing, include the
following:

Consultations, advice, and the giving of

opinion on all fields of law affecting your
companys business, such as general
commercial law, corporation law, and
labor law but excluding tax law.
Supply of full text of laws, Supreme
Court decisions, administrative rules
and regulations, Presidential issuances,
upon specific request;
Regular corporate services, including
the services of a Corporate Secretary;
Maintenance of a Stock and Transfer
Book;
Labor relations;
 Conveyancing;
Drafting and review of your companys
routine and ordinary agreements and
other documents which are used in the
ordinary course of your business, but
excluding those requiring extensive
negotiations or documentation
Representations (other than
proceedings) before and routine
verifications with the Securities and
Exchange Commission, the Board of
Investments, and other national and
local government offices and agencies
within the Metro Manila;
Notarial services.

Services excluded from the monthly retainer fee and which are
subject to special billings; all terms to be mutually agreed upon as a
general rule prior to commencement of the work.

Assistance in special projects of your

company, such as transactions which
require extensive negotiations and
documentation, written opinions which
require several days extraordinary
research and studies, and
administrative proceedings.
Litigation work of all kinds;
Intellectual property matters, including
patents, trademarks and copyright;
Shipping/maritime problems; and
Tax and related problems.
In determining special billings for any of the above services, the
primary basis is our time involvement, plus a reasonable responsibility
premium, taking into account such factors as the difficulty and
importance of the work, the novelty of the legal issues involved, and
other relevant factors. However, we will at all times take into
consideration the retainer relationship in billing you for services falling
outside the scope of the regular retainer arrangement. Thus, where the
demand by your company of the services covered by the retainer
agreement during any given period has not been extensive, credit will
be extended to you in the form of a reduction of the amount which
would otherwise be billed to you for the services described above.

Out-of-Pocket Expenses. All out-of-pocket expenses (whether in

connection with litigation or non-litigation matters) such as long
distance telephone calls, fax, telex and cable charges, document
reproduction charges, machine processing charges, hotel and
transportation expenses incurred in court appearances or other work for
your companys filing fees, cost of stenographic notes, printing of briefs
and the like, shall be for your account. In cases where such out-of-
pocket expenses are anticipated, we would request that a deposit for
such expenses be made.

Conflict of Interest. The rules of legal ethics prevent us from

accepting engagements involving the prosecution or defense of your
interest adversary to those of another retainer of our firm, without the
consent of such latter client, where we have previously represented
such client in respect of the same set of facts or events. Sometimes the
existence of an actual or potential conflict of interest may not be readily
discernible at the time we accept a specific engagement from a retainer
client. Accordingly, we are constrained to reserve the right to withdraw
from such engagement should such conflict of interest develop or
become apparent.

Our experience is that sometimes, even outside specific conflicts of

interest areas, a retainer client might regard its general interest as
adversary to those of another client of our firm. In such situation, we
would, as a general policy, address the feasibility of specific
engagements on a case-to-case basis.
In commercial and financial matters, our experience has been that,
where the parties have previously or independently (i.e., without our
involvement) arrived at an understanding on the basic economic terms
of their relationship, such parties have often been willing to commission
our firm as "transaction counsel". By transaction counsel, we mean
counsel whose principal task is to craft the documents which will
embody the terms, conditions and substance of the agreements reached
by the parties. Clearly, this type of engagement also needs to be
approached on a case-to case basis.

The undersigned will be the overall Partner-In-charge of your account.

You may at all times contact him directly regarding any matter
enumerated above.

We very much appreciate your considering our firm as retained counsel.

If you find the above retainer proposal acceptable, please sign on the
appropriate space below and return to us one signed copy hereof.

Very truly yours,

GARRIDO & ASSOCIATES

By:

WILFREDO M. GARRIDO, JR.

Managing Partner