RETAINER OF ATTORNEY BY THE YEAR

KNOW ALL MEN BY THESE PRESENTS:

That this AGREEMENT made and entered into by and between

________________________________, a corporation duly
organized and existing under the laws of the Philippines with central
offices in ________________________________, by
________________________________, its manager, hereinafter
called the Company, and ________________________________,
Attorney at Law, with offices at
________________________________, Philippines, hereinafter
called the Attorney,

WITNESSETH:

The Company retains and employs the Attorney to have the

charges of the law business of the Company, subject to its general
counsel, and the Attorney accepts such retainer and employment
subject to the following terms and conditions, to wit:

1. The term of this contract shall be

________________________________ years.

2. The compensation or salary to be paid by the Company for

the services of the Attorney shall be at the rate of
_______________________Pesos (Php_______) per month payable
on or before the ____15th and 30th __ day of the month.

3. The Attorney may be consulted at all times by the officers of

the Company, and by chairmen of committees appointed by the
Board of Directors of the Company, on all business requiring
professional advice and opinion, and when the Attorney gives a
written opinion, a copy shall be sent to the Board of Directors.

4. The Attorney shall handle all suits by or against the

Company, but shall compromise or settle extrajudicially any suit
wherein the Company is a party with a written consent and direction
of the general counsel.

5. The Attorney shall, whenever requested by the Manager of

the Board of Directors, take immediate measures to investigate the
facts and ascertain the legal position of the Company concerning any
accident, claim or liability, and he shall in such cases do what may be
required for the protection of the interests of the Company. Said
Attorney shall represent the Company in all suits and proceedings
pending or which may be pending in
________________________________, Philippines, wherein the
Company is a party, or its rights or interests are involved, at the
direction of the Manager or the Board of Directors.

6. The Attorney shall promptly notify the Manager of the

Company of all suits that maybe brought against the Company, and
report to him in full all proceedings subsequently connected
therewith.

7. The Attorney shall keep in his office a docket, in which he

shall cause to be recorded all proceedings connected with any action
in which the Company is interested, and shall keep other record
necessary to preserve a complete history of the business of the
Company entrusted to his charge. Said docket and records shall be
the property of the Company, shall at all times be subject to the
inspection and control of the general counsel.

IN WITNESS WHEREOF, the parties have hereunto set their

hands at ________________________________, Philippines, this
______ day of ________________________________, 20__.

__________________ Corp.

By:

__________________
Manager

__________________
Attorney

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF LA UNION ) S.S.
MUNICIPALITY OF AGOO )

BEFORE ME, a Notary Public for and in the Province of ___________________,

on this ___ day of ___________________, 20__ personally appeared
______AFFIANT_1_________________ exhibiting to me his/her
______(Competent Evidence of Identity)______ issued by the
_________(Government Agency)______ on ________________ and set to
expire on _____________, and ____ AFFIANT_2____ exhibiting to me his/her
_____(Competent Evidence of Identity)______ issued by the
_________(Government Agency)______ on ________________ and set to
expire on ________________ as their competent evidence of identity bearing
their photograph and signatures, who are known to me and to me known to be
the same persons who executed the foregoing instrument and acknowledged to
me that the same is their own free act and voluntary act and deed.

This instrument, consisting of _______ (__) pages, including the page on which
this acknowledgment is written, has been signed on the left margin of each and
every page hereof by the concerned parties and their witnesses, and sealed with
my notarial seal.

WITNESS MY HAND AND SEAL, at the place and date above-written.

ATTY ______________________________________
Doc. No. 123 COMMISSION NO. ___________________________
Page No. 69 NOTARY PUBLIC for AGOO, LA UNION
Book No. VII UNTIL DECEMBER 31, 2007
Series of 2007 OFFICE: 9 Cases Blvd. Sta Barbara, Agoo La Union
ROLL NO. 00001
IBP Lifetime Roll No. 1234567 ; 01/07/07 ; LA UNION
PTR NO 1234567 ; 01/07/07 ; LA UNION
MCLE COMPLIANCE No. __________; July 7, 2007