NON-DISCLOSURE/NON-COMPETING AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Non-Disclosure/Non-Competing Agreement (the "Agreement") is

executed this __________________ by and between:

VICTORIAN BEAUTY LOUNGE INC., a corporation duly

organized and existing in accordance with the laws of the
Republic of the Philippines, with principal office at Suite 408
Energy OPT Building, Prime Street, Madrigal Business Park 2,
Ayala Alabang, Muntinlupa City, represented in this act by its
President, Mr. DELVIN JOHNLUZ OCAMPOS, hereinafter
referred to as the “COMPANY”;

– and –

Mr./Ms. ____________________________________, of legal age,

Filipino and a resident of
________________________________________________________,
herein referred to as the “EMPLOYEE”.

(Each being a “Party” and collectively the “Parties”)

WITNESSETH THAT:

WHEREAS, EMPLOYEE occupies a position that provides him/her access

to confidential information, data, or materials relating to the business operations
of the COMPANY, such as but not limited to the business strategies, processes,
trade secrets, financial position, commercial dealings, market, clients/customers
or any other information, data or materials that are deemed critical in maintaining
the competitive performance of the COMPANY in its/their respective industry.

WHEREAS, the COMPANY and EMPLOYEE wish to protect and preserve

the confidential and/or proprietary nature of the information, data or materials
that he may acquire, or which may be disclosed or made available to him either
by reason of the function of his office, employment or otherwise.

NOW THEREFORE, in consideration of the foregoing premises the Parties

hereby agree as follows:

I. DEFINITION

(a) Confidential Information shall mean (i) proprietary information

(whether owned by the COMPANY or a third party to whom the

1
 COMPANY owes a non-disclosure obligation) regarding the
business of COMPANY, (ii) information which is marked or
classified as confidential at the time of disclosure to the EMPLOYEE
or (iii) information relayed or disclosed verbally which the
EMPLOYEE should reasonably understand as confidential based on
the circumstances of disclosure. For this purpose COMPANY shall
agree that it will make reasonable efforts to identify information that
it believes should be treated as confidential.

Confidential Information shall consist but not necessarily limited to

the following; (i) Technical information: methods, processes,
compositions, systems, techniques, inventions, machines, computer
programs and research projects; (ii) Business information such as
customer lists, pricing data, sources of supply, distributor
information, financial data and marketing, production, or
merchandising systems or plans; (iii) Legal information, contracts,
documents or data whether pertaining to pending or concluded
cases, proceedings or negotiations; (iv) trade secrets, business
strategies and processes; (v) Other related information and
documents expressly designated by the COMPANY as confidential,
or those which, under the circumstances, should be kept
confidential.

Competitor shall mean any person or corporate entity that is in the

same or similar industry, or which offers a similar product or benefit
to the customer as that of the COMPANY.

II. TERMS AND CONDITIONS

(a) EMPLOYEE shall not during, or at any time after the severance of
his employment with the COMPANY, use for himself or others, or
disclose or divulge to others including future consultants and
employees any Confidential Information appertaining to or
belonging to the COMPANY, except when such disclosure is
indispensable in order to carry out his duties or essential in the
discharge of his functions. To this extent, EMPLOYEE shall be
responsible in ensuring that the third party or receiving party
understands the confidential nature of the information, data or
material so given.

(b) Upon severance of employment, EMPLOYEE shall return or

surrender to the COMPANY, without need of demand, all
documents and company property, such as drawings, blueprints,
reports, manuals, correspondence, customer lists, computer
programs, contracts, pleadings and other similar materials,

2
 including copies thereof, that presumably contain Confidential
Information about the COMPANY, regardless of the manner by
which EMPLOYEE obtained the same.

(b) The COMPANY reserves the right to demand the surrender or the
destruction of any documents or information (in written, electronic
or other form), in the possession of EMPLOYEE even the same is
contained/recorded on his personal property, if, in the judgment of
the COMPANY, the continued possession thereof by EMPLOYEE
will pose potential risk to the business interest and operations of the
COMPANY.

(c) The EMPLOYEE shall restrain himself from applying or accepting

employment of any position from COMPETITOR company that
may benefit from Confidential Information directly or indirectly, or
to conduct any business similar to or in competition, directly or
indirectly, with that of the COMPANY for a period of TWO (2)
years from date of resignation or termination of employment.

(d) When necessary under the circumstances, the COMPANY shall

have the right to inform the prospective company of EMPLOYEE or
any third person regarding the existence and effectivity of this
Agreement, the terms and conditions contained hereof, and the legal
consequence in the event of any violation of this Agreement.

III. REMEDIES

(a) EMPLOYEE acknowledges and agrees that the disclosure of

Confidential Information can cause irreparable injury to the
COMPANY. Thus, COMPANY shall have the right to obtain an
immediate injunction, temporary restraining order and/or other
appropriate equitable relief upon any breach or threatened breach of
the provisions of this Agreement without the necessity of proving
actual damages. The remedies set forth shall not preclude the right
of the COMPANY to institute the appropriate criminal, civil and
administrative actions and such other legal options available under
the Philippine Laws.

(b) Subject to applicable laws, company policies, rules and regulations,

any violation of this Agreement shall constitute a valid ground for
administrative actions which may range from suspension to
dismissal of EMPLOYEE. In addition, the EMPLOYEE may be held
liable for liquidated damages in the amount of FIVE HUNDRED
THOUSAND PESOS (Php 500,000.00) exclusive of any and all other
damages which the EMPLOYEE may be found liable under the law.

3
 IV. EFFECTIVITY

Subject to the provisions of the pertinent laws, rules and regulations,

this Agreement shall be binding upon the Parties, their successors,
assigns and representatives, and shall continue to be in full force and
effect during the effectivity of the Agreement.

IN WITNESS WHEREOF, we have set our hands this __________ at

__________________.

By: VICTORIAN BEAUTY LOUNGE

INC.

Mr. Delvin Johnluz Ocampos ______________________________

CEO & President EMPLOYEE

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

) SS.

BEFORE ME, a Notary Public for and in __________________, Philippines,

on this _____ day of _____________, personally appeared the following persons,
with their respective government-issued evidence of identity, personally known
to me (or proved to me on the basis of competent evidence of identity) to be the
same persons who executed the foregoing instrument and they acknowledged to
me that the same is their free and voluntary act and deed as well as that of the
corporation named herein, to wit:

Passport/Comm.

Name Tax Cert. No. Date/Place Issued

4
 WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place
above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 20__.