VOTING TRUST AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Voting Trust Agreement made by and between:

_____________________________________________, herein referred to

as the STOCKHOLDER.

-and-

_____________________________________________, herein referred to

as the VOTING TRUSTEE.

Whereas, the STOCKHOLDER is the owner of ________________ shares of stocks

of ________________________, a corporation organized under Philippine laws with
office address at _______________________.

Whereas, the STOCKHOLDER deems it to his interest to place his voting power in
the hands of the VOTING TRUSTEE who is based in ____________.

NOW THEREFORE, for and in consideration, of the above premises, the parties
mutually agree as follows that:

1. The STOCKHOLDER who is the owner of ___________________ shares of stocks

of __________________, hereby entrusts the Certificate of Stocks to the VOTING
TRUSTEE.

2. The VOTING TRUSTEE is hereby fully authorized, empowered and directed to

cause such Voting Trust to be registered in the books of the corporation and to
the Securities and Exchange Commission.

3. This Voting Trust Agreement shall be valid for ________ years from signing of this
Agreement.

4. The VOTING TRUSTEE shall be authorized to vote in respect of the aforementioned

shares of stocks of the STOCKHOLDER; it being however understood that the
STOCKHOLDER shall be entitled to receive dividends, if any.
 5. The VOTING TRUSTEE shall consult, by any means available, the STOCKHOLDER
on important issues prior to voting.

6. The VOTING TRUSTEE will exercise his best judgment in voting on matters which
may come before any stockholders’ meeting if VOTING TRUSTEE failed to
communicate with STOCKHOLDER for reasons beyond its control. It is understood
that the VOTING TRSUTEE shall not incur any responsibility by reason of any error
of law or of any matter or thing done or omitted under this Agreement except for
its own individual malfeasance.

7. The STOCKHOLDER or VOTING TRUSTEE may terminate this voting trust at any
time.

8. Unless expressly terminated by either party, this Voting Trust Agreement shall
automatically be renewed at the end of the agreed period.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this ____
day of ___________________ at _______________________.

STOCKHOLDER VOTING TRUSTEE

____________________________ ___________________________

SIGNED IN THE PRESENCE OF:

____________________________ ______________________________