Date ______________

________________________________
President
________________________________
________________________________
________________________________
________________________________

Dear Sir:

We are pleased to formalize herewith the following proposal for legal

retainership arrangement with your company.

1. Scope of Retainer Services. The retainer fee shall be applicable to

all services in the nature of routine consultations, advice and opinion as well
as preparation of ordinary contracts and other documents which are required
in the usual course of business of your company but excluding those which
require extensive studies, negotiations or documentation.

2. Special Legal Services. We shall perform special legal services upon

request of your corporation subject to such separate fees and other terms as
we shall agree with you in advance. Such services are other than the services
enumerated in paragraph 1 above, requiring appearances, special and
detailed preparations and documentations, extensive legal researches, legal
planning and studies involving corporate transactions other than in the
ordinary course of business.

3. Special Billings. In case your Corporation avails itself of the services

enumerated in Paragraph 2 above, particularly judicial or administrative
litigations, your Corporation shall pay such sums as may be mutually agreed
upon prior to performance of such services, the same to be based on actual
time and effort spent and the importance and magnitude of the project. These
special legal services may include, among others: 1) 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; 2)
Litigation work of all kinds; 3) Corporation and related problems; and 4) Tax,
customs, and related problems.

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 4. Re-Assessment of Relationship. It is understood that the terms of
reference for our relationship, including the scope of our services and the fees
to be charged therefore, shall be subject to re-assessment from time to time,
and the same will be modified accordingly upon mutual consent.

5. Fee Structure. In consideration of our commitment to render the

services enumerated in Paragraph 1 above, your Corporation shall pay a
monthly retainer fee of Five Thousand Pesos (Php5,000.00), payable in
advance on or before the 5th day of each month exclusive of VAT .

6. 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 and other appearances or other work for your company’s 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.

7. 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.

8. Term. This Agreement starts __________________ and shall be

deemed to be a continuing contract and the same shall be effected until

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otherwise terminated as herein provided. This Agreement may be terminated
by either party hereto upon sixty (60) days prior written notice to the other.

Should you find all the foregoing acceptable, please indicate your
conformity hereto by signing on the appropriate space below and by
returning to us the duly signed duplicate our agreement on the matter.

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.

Very truly yours,

JUAN N. TAN
Partner

CONFORME:

___________________________
President
___________________________________

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