CONTRACT BETWEEN A COMPANY AND A PHYSICIAN

KNOW BY ALL MEN BY THESE PRESENTS:

This agreement made and executed this ____ day of __________, in ___________ by
and between:

_____, a corporation duly organized and existing under and by virtue of the laws
of the Philippines, represented in this document by its Managing Director,
_____________, Filipino, of legal age, and with office address at _____________,
hereinafter referred to as FIRST PARTY;

-and-

______, a duly licensed practicing Physician, of legal age, single, (or married
to_______) and a resident of _________ Philippines, hereinafter to as SECOND PARTY;

WITNESSETH:

The First Party shall employ and retain the Second Party as consulting physician
and surgeon of the first party subject to the to the following conditions:

1. This contract shall be for a term of _____________ years renewable at the

option of the First Party.

2. The compensation or salary to be paid by the First Party to the Second Party,
for the services to be rendered by the latter to the former, shall be ___________Pesos
per Month, payable by the First Party on or before ___ of each succeeding month.

3. The First Party agrees to maintain such office and equipment in its factory
situated at ________________ for the use of the Second Party who shall visit and stay
at said factory of the said party, daily between 9:00 to 12am, except……

4. Said Second Party shall make such physical examination of all the employees
of the First Party in said factory as will conform to the health regulations of the
Government of the Philippines, and to prevent the employment of such persons as may
be, or are liable to become, physically unfit to discharge properly the duties which may
be assigned to them, or those from any disease which may render them a menace to
those with whom they may associate.

5. The second party agrees to visit in their homes, whenever such employees are
unable to call at the office of the second party in the plant of the first party by reason of
illness or physical disability which requires medical attention and treatment, such
employees as may have been at the service for at least one year continuously, and that
such visits shall be with the sanction of the first party and that additional compensation
therefor shall be agreed upon between the First Party and the Second Party.

6. It is further agreed by and between these parties that said Second Party shall
render the emergency aids and service as may come to his notice at the said factory.

7. Said First Party agrees to pay all hospital bills, ambulance and like expenses,
and the expenses of special assistance, laboratory, medical, surgical, as may be
recommended by the Second Party and approved by the company, and only in cases,
where the employees have been in the continuous employment of the First Party for ---
years, or more.

8. The First Party agrees to employ a full time nurse, who shall work, subject to
the orders of the second party, within the plan, and, in addition thereto, shall employ a
trained assistant, who shall do the work as may be required by the second party.

9. The parties hereby mutually agree to give each other ___ days notice in writing
of the intent to terminate this contract.

IN WITNESS WHEREOF, etc.

WITNESSES:

__________________________ ______________________________

(ACKNOWLEDGMENT)

CONTRACT FOR JANITORIAL SERVICES

 This Contract made this ___ day of _________________ in _____________ by and
between:

____________________, a corporation duly organized and existing under and

by virtue of the laws of the Republic of the Philippines with principal office address at
___________________, represented in this contract by its _____________,
________________, hereinafter referred to as CLIENT;

-and-

____________________, a domestic private corporation with principal place of

business at ___________________, represented in this Contract by its ____________,
hereinafter referred to as CONTRACTOR;

WITNESSETH:

WHEREAS, c;ient desires to engage the services of the herein contractor for the
purpose of cleaning and maintaining in sanitary condition the premises/offices of client
known as _________________ located at _______________________.

WHEREAS, CONTRACTOR is an independent business enterprise engaged in

the business of furnishing janitorial services, and is duly licensed under B.P. Blg. 123, as
amended, and other applicable laws;

NOW, THEREFORE, for reasons recited above, and in consideration of the

mutual covenants stipulated herein, CLIENT and CONTRACTOR agree as follows:

SECTION 1
FURNISHING JANITORS/JANITRESS

CONTRACTOR shall furnish to CLIENT janitorial services by providing qualified

and trained janitors/janitress to render janitorial work on the premises/offices of the
client, prepare cleaning plans and schemes to deliver to the client the desired janitorial
results, and at all times endeavor to improve the service.

SECTION 2
SCOPE OF SERVICE

The contractor shall render efficient, dependable and result-oriented janitorial

services at the premises/offices of _____________________.

The contractor shall render or deliver to the client the desired janitorial service
results, which is for the areas covered under this contract to be well maintained and
cleaned six days a week, Monday to Saturday, eight hours a day. The client, when its
operational requirements so dictate and under its sole discretion, may subsequently
change these working days and time, and will notify the contractor of the change and
correspondingly adjust and continue the delivery of the desired janitorial services results
to the client.

The contractor shall perform and deliver to the client the desired janitorial
services results, which is for carpet areas, inside walls, partitions, doors, cabinets,
shelves, inside windows, ceiling, light diffusers, air vents, desks, tables, chairs, trash
cans/waste receptacles, ash trays, curtains, Venetian blinds, telephone handsets, and all
other items which are located within the specified area covered under this Agreement to
be well maintained and cleaned.

In order to perform, render and deliver the desired janitorial services results to
the CLIENT, the CONTRACTOR hereby agrees and obligates itself to perform the
following:

Daily Routine Operations:

1. Sweeping, mopping, spot scrubbing and polishing of all the floors. Areas
where heavy traffic occurs, and as the client so define, i.e., the main lobby, entrance
ways, waiting areas, comfort rooms shall be serviced continuously during hours of public
use to guarantee cleanliness.

2. Dusting and cleaning of all glass tops, inside window ledges, air vents and
partitions which require daily attention.

3. Dusting and cleaning of horizontal and vertical surfaces.

4. Cleaning of ashtrays and trash receptacles.

5. Disposal of trash from the confines of the buildings to the receptacles provided
for this storage.

6. Sweeping of cobwebs on walls and ceiling where necessary.

7. Collection and disposal of garbage.

8. Other miscellaneous janitorial work activities as may be directed.

Weekly Periodic Operations:

1. Washing, scrubbing and polishing of all floors and stairways.

2. Washing of inside and outside glass windows and doors/curtains and blinds.

3. Dusting of light fixtures suspended from the ceiling.

4. Cleaning and polishing of the office furniture and fixtures, counters, etc., not
including items of equipment that require specialized maintenance. Furniture such as
davenport and chairs are showing signs of soil due to any cause will be washed and
cleaned.

Monthly Project Operations:

1. Thorough general cleaning of all areas covered by this Contract.

2. Cleaning of diffusers, lights and other fixtures as the client may define.

SECTION 3
INCREASE AND REDUCTION IN SCOPE OF SERVICE
 The client, depending on its needs and requirements, may increase or decrease
the number of square meters to be serviced by the contractor under this contract,
provided that due written notice thereof is served upon the contractor at least fifteen (15)
days prior to commencement of the increase or reduction in the scope of service. The
contractor shall perform, render and deliver the desired janitorial services results to the
client and at all times endeavor to improve the service in respect to any increase or
reduction in contractor’s rate per square meter, if any, resulting from the change in scope
of service should be bilaterally agreeable with both parties to this Contract. Should new
rates become inevitable, a new cost breakdown and other new cost computations
(including receipts/invoices of materials/supplies purchased by the contractor or any
additional expense that will substantiate a change in rate) will be required by the client
before any change in rates will be effected by either of the two parties.

SECTION 4
SUPERVISION OF JANITORS/JANITRESS

The contractor shall provide an Area Manager to the client who would represent
the Contractor, be responsible for the work of the Contractor’s personnel, oversee the
cleaning needed on the areas covered under this Agreement, and to whom the
authorized representatives of the client could interface and communicate with
concerning the work and other administrative matters. The supervision of the
janitors/janitress will be the responsibility of the contractor’s area manager who in turn,
will be responsible to and receive instructions from designated representatives of the
client.

SECTION 5
FURNISHING OF SUPPLIES, MATERIALS AND EQUIPMENT

The contractor shall furnish uniforms, equipment including one (1) Vacuum
Cleaner, and one Mop Squeezer (depreciated) in rendering the janitorial services to the
client. Supplies and materials shall be provided on a cost-plus basis. Only supplies and
materials requested and actually delivered shall be billed separately at the end of the
month.

The client shall provide the contractor with a suitable storage space where it can
keep and store all its equipment, materials and supplies, and an office space and
dressing area where it can make its daily plan of operations and establish its project
cleaning control center. The safekeeping of the contractor’s equipment and materials is
the sole responsibility of the contractor and shall hold the client free and harmless from
any liability arising from loss or damage of its equipment, and materials in the provided
storage space after their use and not to leave them just anywhere in the premises of the
client. The client shall provide water and electricity to the contractor necessary in
rendering the janitorial work.

SECTION 6
RULES TO BE FOLLOWED BY JANITORS/JANITRESS

The janitors/janitress are to be guided by a set of general rules and instructions

issued by the client through its designated representative.

SECTION 7
CONTRACTOR RESPONSIBILITY FOR LOSSES OR DAMAGES
 The contractor shall be responsible to indemnify the client for the cost of any
damage to or loss of the client’s properties, which may be sustained by the client through
the negligence, inefficiency, breach or dishonesty of contractor’s personnel in the course
of their duties.

SECTION 8
SELECTION OF JANITORS/JANITRESS

The discretion of the client will be honored at all times consistent with good
judgment in replacing janitors/janitress who, in the client’s opinion, do not fulfill the
requirements of the service as outlined in this contract.

SECTION 9
CHARGE FOR SERVICES

For and in consideration of the services to be performed by the contractor under

this contract, the client shall pay unto the contractor its bill as presented chargeable to
the client within five days after presentation of said bill, in accordance with the fixed
service rates, VAT included as computed in contract price per man/month.

For purposes of this contract, the client shall pay to the contractor a fixed amount
of _____________ per month as computed in Annex “A.” A one percent (1%) surcharge
will be imposed for every 15-days delay in payment of contractor’s service billings.

Billings for every work period (1 to 15, 16 to 30) of every month shall be paid one
week after receipt of the billing.

All taxes, licenses, permits and fees which may be due to the local and/or
national government on account of this undertaking shall be paid for and obtained by the
contractor.

SECTION 10
STATUS OF CONTRACTOR

There is no employee-employer relationship between the client on the one hand,

and the contractor and the personnel whom the contractor may assign to perform the
services hereunder on other. The contractor acknowledges that no authority has been
conferred upon it by the client to hire any person on behalf of the client. Whatever
instruction may be given by the client directly to the contractor’s employees are to be
construed simply as a desire by the client to ensure that the desired services results are
produced.

The persons who the contractor may assign to perform the services hereunder
are and shall remain the employees of the contractor only. As such, the contractor and
client hereby warrants to fully and faithfully pay the salaries and emoluments of its
employees and comply with the LABOR CODE, as well as with all other laws, rules and
regulations pertaining to the employment of labor now existing or which may hereafter be
enacted.

SECTION 11
EFFECT OF NEW STATUTE

Should a new law be effected to increase the minimum wage of the employer’s
share of the Social Security, Employees Compensation, Medicare and Pag-IBIG
premium for janitors/janitress or provide for living allowance or bonuses, the client
agrees to review and renegotiate the rate of charges for services provided herein.

SECTION 12
TERM OF CONTRACT

This agreement shall take effect on ______________ and shall continue for a
period of one (1) year from date of effectivity. The contract, however, may be earlier
terminated by mutual agreement of both parties, provided that a written notice to this
effect shall be served by either party thirty (30) days before the anticipated termination
date. In the absence of a written notice for renewal or for termination from either party
thirty (30) days before the expiry date of every agreement period, this is for all purposes
deemed automatically renewed for a similar period.

LICENSING AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT made and entered into by and between:

 ABC Corporation, a corporation duly organized and existing under the
laws of the Philippines, with office address at _____________, hereinafter
referred to as _____________;

and

XYZ Corporation, a corporation duly organized and existing under the

laws of the Philippines, with principal office address at _____________,
hereinafter referred to as LICENSEE;

WITNESSETH:

Whereas, ABC has the priorand exclusive right to use the name “AKIN TO
INSTITUTE” and initials “ATT” as Business Name, Trademark in the operation of
computer training centers (hereinafter referred to “Institute”), as well as the courseware
programs, methods and systems utilized thereon;

WHEREAS, LICENSEE desires to operate a TRAINING CENTER at its business

address located at Salamat Street, Paranaque City, utilizing ATI courseware programs,
methods and systems;

WHEREAS, in addition to and subject to the terms and conditions of this

Licensing agreement, ATI and LICENSEE agree to undertake a separate Supplementary
agreement, renewable annually within the first thirty (30) days of ATT’s fiscal year, to
address the following terms and conditions:

1. Fees

2. Divisible Gross Revenue/New Student Targets

3. Materials

4. Reports

5. And other items which may arise during the term of this
Agreement

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

covenants and undertaking herein set forth, the mutual covenants and undertaking
herein set forth, the parties hereby agree as follows:

1.0 ATI shall allow the LICENSEE to use the initials “ATI” and/or the name “AKIN TO
INSTITUTE” and/or name “AKIN TO INSTITUTE,” and to utilize ATI courseware
programs” methods and systems in operating a TRAINING CENTER;

2.0 ATI shall:

2.1 provide with assistance described in ANNEX “A,” and educational services
described in Annex “B’;
 2.2 provide national advertising and promotion for the benefit of all ATI
TRAINING CENTERS.

3.0 The LICENSEE must:

3.1 Promote and maintain the reputation and good will of ATI, conduct and
maintain the operation of its TRAINING CENTER in accordance with the
standards set by ATI;

3.2 Read, understand, conform to, and implement all the provisions contained in
the “NON-DISCLOSURE and CONFIDENTIALITY AGREEMENT” described
in Annex “C’;

3.3 Offer only ATI’s standard courseware and curriculum at ATI’s standard
schedule of prices; however, if the circumstances require,
LICENSEE-initiated courses may be offered provided written approval by
ATI is obtained prior to offering;

3.4 In the event that ATI includes previously approved LICENSEE-initiated

courseware in ATI’s list of standard courseware, LICENSEE may only
continue offering said course using only ATI’s schedule of prices;

3.5 Conduct marketing activities only within the territory delineated in Annex “D”
thereof;

3.6 Use materials for promotions and advertising which have been approved by
ATI;

3.7 Ensure that the students use the mandated uniforms, student materials and
books authored by ATI;

3.8 Ensure that computer equipment software, facilities, and services conform to
ATI specifications and unit requirements which shall be used only for
ATI-related purposes;

3.9 Recruit and maintain qualified TRAINING CENTER personnel starting at

Chief Executive Officer level, including, but not limited to the Administrator,
Career Adviser, Registrar, Computer Operator, Accountant, Bookkeeper,
Utility Personnel and Part-time Instructor in accordance with ATI
requirements, and subject to ATI’s validation prior to and/or at any time
during employment;

3.10 Issue appointment papers to all Personnel to contain but not limited to the
following:

3.10.1 Licensee’s Corporate Name

3.10.2 Position title/Job Function

3.10.3 Compensation Agreements

3,10.4 Employee’s Benefits

3.10.5 Effectivity Date

 3.10.6 Termination date (for contractual employees)

3.10.7 ATI’s Acknowledgment of Non-Disclosure and Non-Competition

Obligation described in Annex “E’;

3.11 Adherence to labor standard laws and regulations

3.12 Regularly conduct training and performance evaluations of personnel and

ensure that each employee conforms to the standards set by ATI;

3.13 Send the qualified personnel required by ATI to attend all ATI training
programs, meetings and conventions;

3.14 Not allow any TRAINED CENTER personnel to officially represent any other
IT related entity in any Industry or Government related activity;

3.15 Not allow TRAINING CENTER personnel to engage and/or be a stockholder

in any non-ATI business activity that shall be construed to compete directly
or indirectly with ATI business.

Exceptions are those which are already existing and made known
to ATI as of November 15, 2004. However, no new IT-Educational
programs shall be offered starting November 1, 1993 aside from those
emanating from ATI;

3.16 Keep its books and records accurate and current in accordance with
procedures specified and provided by ATI;

3.17 Prepare and furnish ATI with monthly financial statements;

3.18 Undertake to ensure the consent the consent and commitment of tis
stockholders, within sixty (60) days from the signing of the Licensing
agreement and using Annex “F’ not to:

3.18.1 engage and or be a stockholder in any other non-ATI business

activity that shall be construed to compete directly or indirectly
with ATI Business;

3.18.2 sell, assign, or transfer stocks without the prior written consent of
ATI;

3.19 Using Annex “G” prepare and furnish ATI upon signing of this agreement
with the LICENSEE’s SEC-approved authorized capital stock and the
complete list of current stockholders with the corresponding paid-up and
unpaid equity participation;

3.20 Prepare and furnish ATI with other reports as required/may be required by
ATI;

3.21 Pay any and all taxes, exercises or charges to the government that now
or hereafter may be assessed, charged, imposed, levied or otherwise
required to be paid with respect to the operations and the activities
covered by this agreement;
3.22 Pay to ATI all the fees enumerated in the Supplementary agreement;

3.23 Obtain and maintain in full force and effect during the term of this
Agreement, insurance policy/ies protecting both ATI and the LICENSEE
against the following:

3.23.1 Bodily injury, death or liability caused in connection with the

operation of the TRAINING

3.23.2 Loss or damage to the building and/or equipment used in the

operation of the TRAINING CENTER;

3.23.3 Loss of profit to the LICENSEE arising out of loss or damage to

the building and/or equipment, with the ATI as an additional
insured party against its own loss of profit, and with the copies of
the policy furnished by ATI;

3.24 Shall not enter into a tie-up agreement with any computer-related or
educational related organization unless with the express written approval
of ATI;

3.25 Permit ATI’s authorized personnel to enter the TRAINING CENTER of the
LICENSEE during regular business hours for the purpose of determining
whether the Training Center is operated in accordance with this
Agreement;

3.26. Allow ATI to conduct financial and operational audits of the LICENSEE’s
TRAINING CENTER to ensure conformance to ATI’s standard
requirements and implement recommendations made by ATI as a result of
financial operational audits conducted within ATI’s specified schedules;

3.27 Enter into, amend or renew existing lease contracts for TRAINING
CENTER premises, immediately upon their expiration, ensuring that ATI at
its option, can continue using the facilities in the event that the Licensing
agreement is terminated for whatever cause or reason;

3.28 For the purpose mentioned in Section 3.27 of this agreement, ensure that
the lease contract for the premises to be used provide that the lessor has
been informed of the above-mentioned agreement and has agreed to such
a provision;

3.29 Also for the aforementioned purposes, submit a copy of its lease contract
for the premises, embodying the provisions mentioned in Sections 3.27
and 3.28, to ATI for its approval within sixty (60) days from the signing of
Supplementary Agreements;

3.30 Agree to and attain the financial target established by ATI, the attainment
of which would be a major consideration for the renewal of subsequent
Supplementary Agreements;

3.31 Obtain the necessary authorization from the appropriate government

agencies to operate the TRAINING CENTER;
4.0 Should the LICENSEE fail to pay any amount due under this Licensing
Agreement, it shall be liable to pay ATI interest on the unpaid amount at the
highest prevailing rate of interest imposed by the banking sector as of the date of
default, or date nearest thereto, compounded monthly, as well as attorney’s fees
equivalent to twenty-five percent (25%) of all the above amounts, but in no case
less than twenty-five thousand pesos (P25,000.00), plus expenses of litigation;

5.0 If any amount payable by the LICENSEE to ATI under this agreement shall
become past due for a period exceeding thirty (30) days, ATI has the option to
take over financial management until LICENSEE’s financial position improves, at
LICENSEE’s expense;

6.0 Should the LICENSEE violate any of the terms or conditions of this agreement,
its subsequent Supplementary agreements, ATI at its option may cancel the
same subject to the terms and conditions of Sections 3.27 and 8.0 of this
Agreement;

7.0 Should the LICENSEE decide to pre-terminate this Agreement, for any reason,
the following provisions shall prevail:

7.1 Provide three (3) months prior notice to ATI to safeguard the interest of its
current student base;

7.2 ongoing semester for degree students;

7.3 ongoing terms for non-degree students;

ATI, at its option, may decide to assign its own personnel to handle the
administration of the TRAINING CENTER. In this event, ATI will charge the
TRAINING CENTER the salaries and related expenses at ATI standard
prices, terms and conditions;

7.4 Undertake the necessary arrangements to officially transfer ongoing

students to other schools;

7.5 Render to ATI full accounting of operations and inventory of all assets as
of the effective date of termination of this Agreement;

7.6 While operations are ongoing as provided for in 7.2, not to remove or
withdraw any supplies, equipment and/or materials until full accounting of
operations and inventory of assets are rendered by the LICENSEE to ATI
as provided in 7.4 above;

7.7 For failure to comply with any of the above terms and conditions, the
LICENSEE shall be liable to pay ATI a penalty equivalent to twenty-five
percent (25%) of the LICENSEE’S DIVISIBLE GROSS REVENUE earned
from the date of notice to effective date of terminations of this Agreement;

8.0 Upon termination of this agreement, both parties agree as follows:

8.1 LICENSEE shall immediately surrender all rights and privileges granted
under this Agreement and shall cease to use the initials “ATI,” the name
“AKIN TO INSTITUTE,” ATI’s logo signs and other trademarks for any and
all purposes, and if LICENSEE has been allowed to use the initials “ATI: or
 the name AKIN TO as part of LICENSEE’s corporate name; to amend its
Articles of Incorporation and delete initials “ATI’” or name “AKIN TO
INSTITUTE” from its corporate name;

8.2 LICENSEE shall immediately return to ATI, without delay all materials
including, but not limited to, courseware materials of ATI;

8.3 ATI shall have the option to repurchase from the LICENSEE material,
equipment and furnishings in the possession of the LICENSEE which was
purchased from or through ATI at prices paid by the LICENSEE, less
twenty-five percent (25%), within fifteen (15) days from date of termination.