20 September 2000

BEN LINE AGENCIES PHILS., INC.

Ground Floor, Room 162 Velco Center
13th Street corner Chicago Street
Port Area, Manila

Attention: Ms. Leticia V. Sarenas

General Manager

Re: CMA Sub-Agency Agreement

Gentlemen:

We refer to your fax transmittal dated 6 September 2000 requesting our

comments on the draft CMA Sub-Agency Agreement which you transmitted to us.
We note that the said draft contains basically the same provisions as those found in
the agreement between your company and Port Asia Cargo Management, Inc.
which we previously prepared pursuant to your request. Please find hereunder our
recommended revisions on the draft agreement:

A. On Subparagraph 1(f):

It is noticeable that the draft agreement does not provide for a period within
which the sub-agent shall transmit its collections to your company. Such a period
is significant in reckoning the date from which the sub-agent shall be deemed in
default in remitting its collections. For this reason, we suggest that the following
provisions be added in this subparagraph:

"The Second Party shall remit its collections to the First Party on
or before the 10th day of the month following receipt of payments."

B. Additional Subparagraphs under Paragraph 1:

We recommend that the following subparagraphs be included in paragraph

1 of the agreement:
 "g. The SECOND PARTY shall submit to the FIRST PARTY
such reports as the latter may reasonably request to enable the FIRST
PARTY to monitor compliance by the SECOND PARTY with its duties
and obligations under this Agreement. The SECOND PARTY must also
keep full and sufficient records of the business transacted in the
performance of this Agreement.

h. The SECOND PARTY shall, on request of the FIRST

PARTY, furnish the latter with a surety company bond conditioned on the
faithful performance of the SECOND PARTY's duties and the accounting
for all funds received by the SECOND PARTY. Such bond shall be in the
form, amount and substance satisfactory to the FIRST PARTY.

i. The SECOND PARTY agrees to keep confidential such

information as the FIRST PARTY may from time to time impart to the
SECOND PARTY regarding the FIRST PARTY's business affairs and
customers. The SECOND PARTY will not, in whole or in part, now or at
any time, disclose such information.

j. The SECOND PARTY agrees to indemnify the FIRST

PARTY, and its agents and employees, against all claims, damages, losses
and expenses, including reasonable attorney's fees, arising out of
performance of the SECOND PARTY's obligations under this Agreement
that are caused in whole or in part by SECOND PARTY's negligent act or
omission, or by the act of anyone employed by the SECOND PARTY or
for whose acts the SECOND PARTY may be responsible."

We believe that the foregoing provisions would at least give your company
some measure of protection against any claim for damages arising from the fault or
negligence of the sub-agent or any of its employees. In particular, subparagraph (g)
would facilitate better monitoring of the performance by the sub-agent of its duties
under the sub-agency agreement.

C. On the Term of the Agreement:

2
 We suggest that the title of paragraph II be changed from "Period" to
"Duration of the Agreement". We also note that it is not expressly provided in this
paragraph that upon the termination of the agreement, the sub-agent is obliged to
return to your company all the equipment loaned or consigned to it and that it shall
be liable to pay rentals thereon should it fail to do so. Thus, we suggest that the
provision quoted below be incorporated in this paragraph:

"Within five (5) days from the termination of this agreement, the
Second Party shall return to the First Party in good condition, ordinary
wear and tear excepted, all equipment loaned or consigned by the First
Party to the Second Party. If the Second Party fails to return any
equipment as above provided, the Second Party shall be liable to the First
Party for rental payments for such equipment in addition to damages for
loss or damage to the equipment due to any cause until the same shall
have been returned to the FIRST PARTY.

D. On the Venue of Actions

We understand that your company has an office only in Metro Manila. For your
convenience, we suggest that the provision on venue found in paragraph IV(d) of the
draft agreement be amended as follows:

"d. It is hereby stipulated that any legal controversy arising from this agreement
shall be brought exclusively before the courts of the City of Manila."

We hope that you find the foregoing useful. Should you have any questions
thereon, please let us know.

Very truly yours,

REGINALD T. BELTRAN
For the Firm

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