NON-DISCLOSURE and NON-COMPETE AGREEMENT

This Non-Disclosure and Non-Compete Agreement is made effective by and between

RACAL HOLDINGS CORPORATION shall be known as COMPANY represented by MR.
LUCKY O. JAVELLANA, HR/LEGAL MANAGER and JOHN M. ONG shall be known as
RECIPIENT

By virtue of the position of the RECIPIENT which enjoys a high level of trust and
confidence, said RECIPIENT acquires information, technical and confidential. For this
reason, the RECIPIENT undertakes to secure all information he/she acquires in the course
of his/her employment, such that the RECIPIENT hereby commit to do the following:
a. The RECIPIENT shall not to any person or government at any time (including
after his/her employment) all information (including COMPANY client
information) he/she acquired in the course of his/her employment without a
written consent from the COMPANY. That the RECIPIENT is aware that
disclosure of such information to third persons without the express consent of
the COMPANY shall amount to Gross Misconduct and shall be a ground for
immediate termination of his/her employment. This non-disclosure shall
extend to officers and employees of the COMPANY who have no reason to
acquire such information.

b. Corollary thereto, the RECIPIENT shall immediately disclose any information

and deliver properties and documents related to the business of the COMPANY
whenever required by the latter.

c. All intellectual creations (writings, concepts, materials, and electronic

communications, among others) of the RECIPIENT funded by or produced
during the course of his/her employment shall exclusively belong to the
COMPANY. The COMPANY has the right to take and possess said intellectual
creations without need of demand.

d. All information and data within the knowledge or possession of the RECIPIENT
that may expose the COMPANY to the danger of harm or damage shall be kept by
the RECIPIENT in the strictest confidence. That the RECIPIENT shall undertake
to pay the COMPANY the value of the damages that may be caused to the latter
by reason of his/her disclosure.

e. On Non-Competition. The RECIPIENT shall not solicit or accept any form of

service (such as sideline, consultancy and the like) or do business during his/her
employment with the COMPANY when such service or business directly or
indirectly compete with the latter’s business. That this prohibition shall bind
the RECIPIENT within one (1) year from his/her separation from the COMPANY.

f. The RECIPIENT shall not induce any officer or employee of the COMPANY to
disclose or release any information or document to any person not authorized to
obtain such information or document at any time.

g. The RECIPIENT shall not induce any officer, employee or clients of the
COMPANY to terminate or breach an employment or contractual relationship
with the COMPANY.

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 h. The RECIPIENT acknowledges that violation of this undertaking during his/her
employment constitutes GROSS MISCONDUCT and shall be a ground for his/her
immediate termination.

i. This Agreement may be modified only by a writing executed by both the

RECIPIENT and the COMPANY. Any waiver of a default under this Agreement
must be made in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement. No delay or
omission in the exercise of any right or remedy shall be construed as a waiver on
the part of the COMPANY. Any act of the RECIPIENT constituting a violation of
this Agreement not immediately apprehended by the COMPANY shall not be
construed as condonation or approval of such irregular act.

j. The RECIPIENT agrees to submit to the jurisdiction and venue of any court of
competent jurisdiction in Regional Trial Court of the province of Bulacan
without regard to conflict of laws provisions, for any claim arising out of this
Agreement.

This AGREEMENT shall form part of confidential information and the provisions of
which should not be disclosed.
IN WITNESS WHEREOF, the parties have executed this document as of the date and
place abovementioned.

RACAL HOLDINGS CORPORATION

Company

By:

LUCKY O. JAVELLANA – HR/LEGAL MANAGER JOHN M. ONG

SIGNATURE OVER PRINTED NAME SIGNATURE OVER PRINTED

NAME OF COMP ANY REPRESENTATIVE OF RECIPIENT

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