Account Representative

Contract Agreement

Prepared for:

Prepared by:.
This Account Representative Contract Agreement (“Contract Agreement”) is
effective on the date of the last party to sign this Contract Agreement (the
“Effective Date”), is made and entered by and between:

___________________________, a company duly organized and existing

under the laws of thePhilippines, with a registered address located
at ___________________________as represented by its
__________________, ________________________ (hereinafter referred
to as the “Affiliate”),

and

___________________________, a company organized and existing in

the Philippines, with a registered address located at
___________________________ (hereinafter referred to as the
“Principal”).

1. Recitals
WHEREAS:
(“Principal”) is in the business of Facility Equipment and Material Procurement;
and both parties wish to enter into this Agreement, whereby the Principal will
pay (“Affiliate”) a fee (asdescribed below) for each client or company referred by
Affiliate to Principal, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual

covenants, agreements, and promises set forth herein, the parties agree as
follows:

2. Referral Arrangement
Commencing as of the Effective Date of this Agreement and continuing in effect
until this Agreement is terminated by either party by providing the other at least
thirty (30) days prior written notice, the Affiliate may, from time to time, and in
its sole and absolute discretion, refer to Principal certain clients (hereinafter
referred to as “Referred Clients”). Subject to Affiliate’s compliance with the
remaining provisions of this Agreement in each case, and subject to Principal’s
acceptance of such Referred Clients, Company agrees to compensate Affiliate in
accordance with Section 3 below. For Corporate Affiliates, the Affiliate will
provide their Securities and Exchange Commission (SEC) Registration and most
recent General Information Sheet (GIS) as well as Board Resolution/Secretary
Certificate allowing the contract of affiliation to ___________________________. The
Corporate Affiliate will also provide a point of contact as well as the National
Bureau of Investigation (NBI) Clearance and government issued Identification
Card (ID) of the said point of contact.

For Individual Affiliates, the said affiliate will provide a copy of their Government
Issued Identification Card, NBI Clearance and Business Registration.

3. Referral Fee
Affiliate understands that Referred Clients may issue Purchase Order and
Payments to either Principal or Affiliate in accordance with the contracts entered
into by Principal/Affiliate and Referred Clients. As consideration to the Referred
Client, Affiliate shall be entitled to determine the final selling price to Referred
Clients within the permissible range of thirty (30%) percent of the initial contract
value on top of the published Manufacturer’s Suggested Retail Price (MSRP), to
be paid to Affiliate within thirty (30) days after Principal receives Referred Client’s
full payment. For those purchase orders and payments are directly issued to the
Principal. Likewise, the Affiliate should remit the payments made by the Referred
Client to the Principal within ten (10) days from receipt of payment from the said
Referred Clients. Terms of payment may vary from with or without down
payment requirement depends on the standard procurement process of each
Referred Clients. Principal normally requires thirty percent (30%) down payment
for any order which value exceeded One Million in PHP (Php1,000,000.00). The
downpayment may be waived upon a Case to case basis solely due to the
Principal’s discretion. Any waiver of the said downpayment should be written
on every Quotations to Affiliate as well as the Affiliate Purchase order to
Principal.

The affiliate is entitled to the referral fee amounting to thirty percent (30%) on top
of the list price provided to the affiliate with regard to the filters and only fifteen
percent (15%) for any and all Diamond Solid Light orders.

4. Payment Conditions
Referred Clients shall not be considered accepted by the Principal until such
issuance of purchase order and payment is received by the Principal, and shall
have no payment obligation hereunder, unless and until a contract and payment
was executed by Referred Clients to Principal or Affiliate.

5. Miscellaneous

1. This Agreement shall be governed, construed, and enforced in accordance with

and subject to the laws of Republic of the Philippines, without regard for its
conflict of laws provision. The Recitals at the beginning of this Agreement are
covenants of the parties and are a material part of this Agreement. This
Agreement has been prepared and finalized by both parties and their respective
legal advisers. Any issues that may arise because of the Account Representative
Agreement should be first subjected to mediation. Any and all actions arising
from this Contract, not resolved by mediation shall be brought exclusively before
the proper court in Quezon City.

2. The individuals whose signatures appear below each warrant that they are
duly authorized to sign this Agreement on behalf of Principal whose name
appears above their signature. Each party represents and warrants that they
have read this Agreement and fully understand its provisions. Each party
represents and warrants that they have discussed this Agreement, in its entirety,
with their respective legal advisers, and this Agreement has was explained to
them by such legal advisers. This Agreement will be confidential between the
parties, and the existence of this Agreement will not be disclosed by either party
to any third party (other than accountants and/or legal advisers of the parties,
who have a legitimate need to know, and who are bound by similar obligations of
non-disclosure relative to this Agreement), except to the extent required by law or
regulation.

3. The Affiliate understands and agrees that all records and documents of the
Principal and all information, data, procedures, technology or processes
pertaining to the business or affairs of the Principal or that of its clients are
absolutely confidential and he shall not disclose or divulge any such information,
technology or data to any person or entity without the written prior clearance of
the Principal, even after the termination of this Agreement. Breach of this
confidentiality shall render the Affiliate liable for criminal and civil liabilities
under the applicable laws and shall be a cause for the immediate termination of
this Agreement without prejudice to whatever claim the Principal may have
against the Affiliate. Neither would the Affiliate cause nor allow the reverse
engineering of the products, technology, data or processes of the Principal and
shall immediately notify the Principal upon receiving knowledge or information of
attempts to do the same.

4. It is understood between the parties herein that the Affiliate does not have the
authority to bind the Principal to any transaction and is only authorized refer
clients thereto. Consequently, the Affiliate shall shall protect, defend, indemnify
and hold the Principal and their respective assigns and their attorneys,
accountants, employees, officers and directors harmless from and against all
losses, costs, liabilities, claims, damages and expenses of every kind and
character, as incurred, resulting from or relating to or arising out of (i) the
inaccuracy, nonfulfillment or breach of any representation, warranty, covenant
or agreement made by the Affiliate in this Receivables Purchase Agreement and
any actions or omissions of the Affiliate or any employee or agent of the said
Affiliate beyond the scope of this contract. These indemnity obligations shall be
in addition to any obligation that the Principal may otherwise have against the
Affiliate.

5. The Affiliate shall also refrain from representing any other company,
corporation or industry in direct competition with the business of the Principal.
Furthermore, the Principal shall have direct contact and can freely communicate,
coordinate and liaise with the Referred Client. The Affiliate shall be notified
through the point of contact of any coordination and/or coordination done with
the Referred Client.

6. Those provisions of this Account Representative Agreement which by their

nature survive termination, shall so survive any termination hereunder,
including any obligation to make payment under the terms of this Agreement.

7. This Account Representative Agreement contains the entire agreement of the

parties with respect to the subject matter hereof and supersedes and cancels all
previous negotiations, agreements or commitments by the parties whether oral
or written. This Agreement may be executed in counterparts and each shall
constitute one instrument. Copies of signatures shall be treated as originals.

Accepted and agreed:

For:
___________________________, Inc.

______________________________ _________________
___________________________ Date
President

For:
___________________________Corporation

______________________________ _________________
___________________________ Date
General Manager