Schedule F - Labor Law Compliance Agreement

Preamble: As a responsible corporate citizen in the Philippines and as the

employer of the Staff Assigned to Serviced Company, ESC adheres to the provisions
stipulated in the Labor Code of the Philippines and its Implementing Rules. Both
sets of documents are available online or can be provided by ESC upon Serviced
Company's request.

Serviced Company, having signed an Offshore Service Agreement with ESC, do

hereby agree to cooperate with ESC in complying with said labor laws as interpreted
and advised by ESC and do hereby agree to abide by the following principles, that,
to wit:

a. We shall cooperate with ESC in the strict and unconditional compliance

with all the labor laws of the Philippines, including but not limited to the
Labor Code of the Philippines, its Implementing Rules, other relevant labor
laws and issuances made by the Department of Labor and Employment;

b. We commit to follow ESC's instructions with respect to discipline and

performance reviews, and that we will respect the rights of employees and
respect their careers;

Pursuant to the above principles, we hereby state and adhere, that:

1. We have read and understood all the Clauses as provided within the
Offshore Service Agreement pertaining to labor laws in the Philippines
and will abide by them. We likewise respect the competence and merit of
ESC’s interpretation of Labor Code of the Philippines. Hence, in the event
of conflict between the Serviced Company’s interpretation and ESC’s
interpretation of Labor Code of the Philippines, its Implementing Rules,
other relevant labor laws and issuances by the Department of Labor and
Employment, the latter’s interpretation shall govern;

2. During the effectivity of the contract, we shall continuously ensure that all
Staff Assigned to Serviced Company are adequately managed and
supervised by ESC, and are given necessary and timely training and
access to resources, encouragement and support to maximize their
effectiveness; and that they are treated in the same manner and given the
similar career path opportunities as our employees in other locations;

3. If and when we take over the staff into our own subsidiary company or
branch office, we shall continue to treat them in the same manner as we
treat our home-office employees;

4. In the specific matter of maternity and paternity leave, we agree to abide

by the mandatory leave period during which we shall give to the Staff
Assigned to Serviced Company their legal entitlements;

5. We shall agree to abide by and follow ESC's decisions regarding the

process for disciplining and/or terminating Staff Assigned to Serviced
Company;

6. We shall assume all responsibility of explaining to, and rectifying with,

Staff Assigned to Serviced Company and any and all appropriate local
Government authorities involved in our dealings with the Staff Assigned to
Serviced Company. In this regard, we shall hold ESC, its directors,

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 officers, and employees, free and harmless from any and all liability for
any cause of action arising from the relationship and transactions between
the Staff Assigned to Serviced Company and us. We, the Serviced
Company, further commit to indemnify ESC, its directors, officers and
employees from all damages arising from this situation in the event that
ESC, its directors, officers, and employees are sued by the Staff Assigned
to Serviced Company before any judicial and/or administrative bodies in
the Philippines without the need for any demand letter or even the finality
of the decision of any and all appropriate courts of tribunals;

7. ESC may utilise funds from the Employee Provisions Holding Account to
meet costs in the event of our (Serviced Company) breach or default,
including but not limited to unpaid salaries, Employee On Costs and
separation pay in favour of our Staff Assigned to Serviced Company
employed by ESC;

8. In relation to Section 6 herein above, we shall indemnify ESC for all costs
including legal costs in defence of suits and costs of dealing with labor
issues which might arise should we fail to follow ESC's instructions. This
indemnity covers any and all monetary or other awards of compensation to
employees such as but not limited to termination pay and redundancy
benefits as may be adjudicated by any judicial and/or administrative
bodies; and

9. This commitment shall continue to remain in force until the last Staff
Assigned to Serviced Company has been issued a termination clearance.