ENGAGEMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, made effective as of __________________, by and between

SCT FOOD CORPORATION, a corporation duly organized and existing under
Philippine laws, with principal place of business at 143 Shaw Boulevard, Mandaluyong
City, Metro Manila, represented herein by its President, Aida T. Simtoco, hereinafter
referred to as CLIENT, and TOSHIHISA SHIMOMACHI, with address at Upper
Penthouse I, Princeville Condominium, No. 481 S. Laurel Street, Mandaluyong City,
Metro Manila, hereinafter referred to as CONSULTANT.

ACKNOWLEDGES: That

CLIENT maintains and operates Akiga Japanese Restaurant (the "Restaurant")

and needs the services of a qualified and competent CONSULTANT to oversee and
direct all aspects of kitchen operation in the Restaurant.

CONSULTANT has had extensive experience in the food business as an

executive chef.

CONSULTANT is willing to oversee and direct all aspects of the Restaurant's

kitchen operation on the terms, covenants, and conditions set forth in this Agreement.

For the reasons set forth above, and in consideration of the mutual promises and
agreements set forth in this Agreement, CLIENT and CONSULTANT agree as follows:

SECTION ONE
ENGAGEMENT

CLIENT hereby engages CONSULTANT to oversee and direct the kitchen

operations in the Restaurant and CONSULTANT hereby accepts and agrees to such
engagement.

SECTION TWO
DUTIES OF CONSULTANT

During the term of this Agreement, CONSULTANT shall, on the conditions

hereinafter set forth, use his best efforts to lawfully oversee and direct the kitchen
operations of the Restaurant. CONSULTANT agrees to abide by the established working
hours of CLIENT and observe the latter's rules and regulations which CONSULTANT is
obliged to study and know immediately upon engagement. CONSULTANT shall have
such other duties and responsibilities as may be assigned to him by CLIENT from time to
time.
 SECTION THREE
COMPENSATION OF CONSULTANT

CLIENT shall pay CONSULTANT and CONSULTANT shall accept from

CLIENT, in full payment for CONSULTANT's services under this Agreement,
compensation at the rate of Eighty Thousand Pesos (P80,000.00) per month less such
deductions as are required or allowed by law, payable twice a month on the fifteenth
(15th) and last days of each month while this Agreement is in force. CONSULTANT
shall also receive ten (10) percent (%) of the service charge collected from customers and
patrons.

SECTION FOUR
FRINGE BENEFITS

CONSULTANT shall be entitled to meals free of charge during his regular hours
of work and shall be provided by CLIENT free housing accommodations and health
insurance during the duration of this Agreement. CONSULTANT shall be entitled to
such other benefits as the CLIENT in its discretion may extend to him in writing.

SECTION FIVE
VACATION/SICK LEAVE

CONSULTANT shall be entitled to twenty one (21) days of paid vacation each
year of completed service during the term of this Agreement, the time for such vacation
to be determined by mutual agreement between CLIENT and CONSULTANT.
CONSULTANT shall likewise enjoy paid sick leave of fourteen (14) days each year of
completed service which shall be commuted to its cash equivalent, if unused.

SECTION SIX
OTHER ENGAGEMENT

CONSULTANT shall devote his entire time, attention, knowledge, and skills
solely to the business and interest of CLIENT, and CONSULTANT shall be entitled to
all of the benefits, profits, or other issues arising from or incidental to all work, services,
and advice of CLIENT, and CONSULTANT shall not, during the term of this
Agreement, be interested directly or indirectly, in any manner, as partner, officer,
director, shareholder, advisor, employee, or in any other business similar to CLIENT's
business or any allied trade.
 SECTION SEVEN
RECOMMENDATIONS FOR IMPROVING OPERATION

CONSULTANT shall make available to CLIENT all information for which

CONSULTANT shall have any knowledge and shall make all suggestions and
recommendations that will be of mutual benefit to CLIENT and CONSULTANT .

SECTION EIGHT
TRADE SECRETS

CONSULTANT shall not at any time or in any manner, either directly or

indirectly, divulge, disclose or communicate to any person, firm corporation, or other
entity in any manner whatsoever any information concerning any matters affecting or
relating to the business of CLIENT, its members, its manner of operation, its plans,
processes, or other data without regard to whether all of the above-stated matters will be
deemed confidential, material, or important, CLIENT and CONSULTANT specifically
and expressly stipulating that as between them, such matters are important, material, and
confidential and gravely affect the effective and successful conduct of the business of
CLIENT, and CLIENT's good will, and that any breach of the terms of this section shall
be a material breach of this Agreement.

SECTION NINE
TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT

All of the terms of Section Seven of this Agreement shall remain in full force and
effect for the period of five (5) years after the termination of CONSULTANT's
engagement for any reason.

SECTION TEN
AGREEMENTS OUTSIDE OF CONTRACT

This Agreement contains the complete agreement concerning the engagement

arrangement between the parties and shall, as on the effective date hereof, supersede all
other agreements between the parties. The parties stipulate that neither of them has made
any representation with respect to the subject matter of this Agreement or any
representations including the execution and delivery of this Agreement except such
representations as are specifically set forth in this Agreement and each of the parties
acknowledges that they have relied on their own judgment in entering into this
Agreement and any representations that may have been made by either of them to the
other prior to the date of executing this Agreement are of no effect and that neither of
them has relied thereon in connection with their dealings with the other.

SECTION ELEVEN
MODIFICATION OF AGREEMENT
 Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if evidenced in writing
signed by each party or an authorized representative of each party.

SECTION TWELVE
TERMINATION

A. This Agreement will become effective on 1 October 2000 and will run for
a period of five (5) years. At the expiration of this period of time, this Agreement shall
be extended on a year to year basis unless either party, thirty (30) days prior to the end of
this term or its extension, terminates the same by written notice to the other.

B. Should CONSULTANT breach the trust of CLIENT or in the event of any

violation by CONSULTANT of any of the terms of this Agreement or the rules,
regulations and policies of CLIENT, CLIENT may terminate this Agreement even before
the expiration of the above term.

SECTION THIRTEEN
EFFECT OF PARTIAL INVALIDITY

The invalidity of any portion of this Agreement will not and shall not be deemed
to affect the validity of any other provision. In the event that any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.

SECTION FOURTEEN
NO WAIVER

The failure of either party to this Agreement to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver of any breach of any of
the terms and conditions of this Agreement, shall not be construed as thereafter waiving
any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.

SECTION FIFTEEN
TRANSFER

CLIENT may at its discretion change CONSULTANT's place of work or transfer

him, whether on a full or part time basis, to any subsidiary or affiliated company. In
such an event, CONSULTANT shall continue to be subject to all of the terms and
conditions of this Agreement except to the extent that this Agreement may be modified.

SCT FOOD CORPORATION TOSHIHISA

SHIMOMACHI
(CLIENT) (CONSULTANT)

By:

AIDA T. SIMTOCO
President

WITNESSES

______________________ _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

______________________________) S.S.

BEFORE ME, a Notary Public, for and in _____________on this ___ day of
___________ 2000, personally appeared:

NAME COMM. TAX CERT./PASSPORT NO. DATE/PLACE ISSUED

AIDA T. SIMTOCO
TOSHIHISA SHIMOMACHI

all known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged the same as their own free will and deed.

This instrument consists of five (5) pages including this page on which the
acknowledgment is written, signed by the parties and their witnesses on each and every
page thereof.

WITNESS MY HAND AND SEAL on the date and the place first above
written.

Doc. No. _____; NOTARY PUBLIC

Page No. _____;
Book No. _____;
Series of 2000.

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