LEGAL SERVICES AGREEMENT

1.

IDENTIFICATION OF PARTIES. This agreement is made, between Attorney Marvin

Matias and Attorney Christian Villanueva, (Attorneys) and Enrico F. Agoncillo,
(Client).

2. LEGAL SERVICES TO BE PROVIDED.

Attorneys to Client are as follows:

The legal services to be provided by

a. To facilitate the transfer of ownership of Stock Certificate No. 0362 representing

10,000 shares issued by Milestone Guaranty and Assurance Corporation under the
name of Mr. Victor M. Raquipisa to Clients name;
i. Determine the true status of Stock Certificate No. 0362;
ii. Determine Clients right to the transfer of stock ownership under his name
in relation to Milestone Guaranty and Assurance Corporation;
iii. Facilitate compliance with pertinent tax laws and Bureau of Internal
Revenue regulations and circulars as regard to transfer of shares of stock;
b. To have the same be recorded in the stock and transfer book of Milestone
Guaranty & Assurance Corporation;
c. To determine any shares of dividends declared since date of its acquisition
3. RESPONSIBILITIES OF ATTORNEY AND CLIENT. Attorneys will perform the
legal services called for under this agreement, keep Client informed of progress and
developments, and promptly respond to Clients inquiries and communications. Client
will be truthful and cooperative with Attorneys; keep Attorneys reasonably informed of
developments and of Clients address, telephone numbers and whereabouts; and timely
make any payments required by this agreement.
4. COMPENSATION. Client will pay Attorneys for the legal services provided under this
agreement as follows:
a. Acceptance of Php10,000.00 and out-of-pocket expenses of Php10,000.00
b. Hourly Compensation of Php3,000.00. Attorneys will charge in increments of
one tenth of an hour, rounded off for each particular activity to the nearest one
tenth of an hour. The minimum time charged will be one tenth of an hour.
c. Success fee of 20% of the amount involved in the transfer of stock ownership.
d. For all activities undertaken in this agreement, including, but not limited to, the
following: conferences, correspondence, legal documents review and preparation;
legal research; and telephone conversations.
e. Payment is expected for all services and expenses upon receipt of any invoice
without necessity of demand on the part of the Attorneys.

5. COSTS. Client will pay all costs in connection with Attorneys representation of
Client under this agreement. Costs will be advanced by Attorney and then billed to Client
unless the costs can be met out of Clients deposits that are applicable toward costs.
Costs include, but are not limited to, expert fees and expenses, investigation costs,
telephone charges, messenger service fees, photocopying expences, administration
expenses.
6. TERMINATION OF LEGAL SERVICES. Client or Attorneys may terminate this
agreement by written notice effective when received by either party, provided, if Client
wishes to terminate this agreement, all fees, costs and expenses incurred before such
notice is received by Attorneys shall be for the account of Client.
7. GENERAL PROVISIONS. This agreement sets forth the entire understanding of the
parties. Any amendments must be in writing and signed by both parties. This agreement
shall be construed under the laws of the Philippines. If any provision of this agreement is
held to be invalid, illegal or unenforceable, the remaining portions of this agreement shall
remain in full force and effect and construed so as to best effectuate the original intent
and purpose of this agreement.
8. EFFECTIVE DATE OF AGREEMENT. This agreement becomes effective as of the
date it is executed by the parties to do so.
The foregoing is agreed to by:
______________________
Atty. Marvin Matias

__________________
DATE

______________________
Atty. Christian VIllanueva

__________________
DATE

______________________
Enrico F. Agoncillo

__________________
DATE