JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

(Insert First Party here) , a corporation duly organized and existing under and
by virtue of the laws of the Republic of the Philippines with principal address at
(Insert address of the First Party) , herein represented by (Insert First Party
Representative), its (Insert Position of First Party Representative), an authorized
officer, hereinafter called to as the First Party;

- and -

___________(Insert Second Party here) __________________., a corporation

duly organized and existing under and by virtue of the laws of the Republic of the
Philippines with Principal address at ____(Insert address of the Second Party)___,
herein represented by (Insert Second Party Representative, its (Position) , hereafter
called to as the Second Party;

WITNESSETH: That -

WHEREAS, the parties are both agrees to join together their manpower,
equipments, and what is needed to facilitate the Joint Venture to participate in the
Eligibility, Bidding and Undertaking of here-under stated project to be conducted by
(Insert the Client Company Name) with project name : (Insert project name)

WHEREAS, the parties agrees to be jointly and severally liable for the entire project.

WHEREAS, the parties agrees that the First Party shall represent and its
representative shall be the Official Representative of the Joint Venture, and is
granted full power and authority to do, execute and perform and and all acts
necessary and/or to represent the Joint Venture in the bidding as fully and effectively
and the Joint Venture may do and if personally present with full power of substitution
and revocation.

WHEREAS, this Joint Venture agreement shall remain in effect only for the above
stated Project/s until terminated by both parties.

NOW THEREFORE, for and consideration of the foregoing promises and mutual
covenants hereinafter set forth, the Joint Venture have agreed to establish, as they
hereby establish and constitute by and between themselves, a JOINT VENTURE for
the exclusive purpose of qualifying for and participating in the foresaid (Insert
project name) and actually undertaking the construction work thereof should they
successfully win and eventually be awarded the contract, subject to the following
terms and conditions:

It is hereby agreed and understood that if the herein Joint Venture fails to qualify for
the aforementioned project, or if prequalified, and fails to win ptoject, the this
Agreement shall thereupon cease, terminated and automatically become void and of
no further force of effect whatsoever. In the event, the Joint Venture is awarded the
aforementioned contract, then this agreement shall remain in full force and effect as
of the date hereof, and until the final completion and acceptance of the contract
project by (Insert the Client Company Name).

IN WITNESS WHEREOF, the parties, hereto have set their hands this, ____day
of _____________, 20__ at _____________________, Philippines.

By: ., (First Party)

ALEXANDER H. MARCELINO
PRESIDENT

By: _________________________________,(Second Party)

______________
PRESIDENT

SIGNED IN THE PRESENCE OF

___________________ ________________________

ACKNOWLEDGMENT
Republic of the Philippines)
City of _______________-) S.S.

This day personally appeared before me the following:

Name I.D.# Date/Place Issued

1)

2)

both known to me as the same persons who executed this foregoing instrument
and they acknowledged to me that the same is their own true and voluntary act
and deed and the company/firm they respectively represent.

WITNESS MY HAND AND SEAL this _____ day of _______________,20__ at

________________________, Philippines.

Doc No.______
Page No, ______
Book No. ______
Series of 20__.