RETAINER AGREEMENT

1. Retainer. CLIENT retains FIRM as CLIENT's General Counsel from the execution of this agreement to and including _________________ unless sooner terminated as provided in this Agreement. 2. Nature of Services. The services to be rendered by FIRM under this Agreement shall be all those necessary or proper for the protection of CLIENT's property or interests to the extent required by CLIENT, except as provided in Paragraphs 3. For the purposes of clarification and without intending to be exclusive, the following is set down to illustrate the nature of the legal work intended to be covered by this Agreement:

2.1

Advice and Opinions. Legal advice and opinions on all matters relating to CLIENTs affairs and those of CLIENTs divisions together with attendance at all meetings and conferences relating to those matters; Directors' and Stockholders' Meetings. Attendance Stockholders' meetings when required; at Directors' and

2.2

2.3

Form Contracts. Preparation and revision as needed of Client's printed form contracts with employees, customers, or other third parties; Preparation of Contracts. Drafting and preparation of contracts, leases, and other legal documents with Client's customers, and other third parties; Litigation. Preliminary work with regard to the commencement, prosecution, or defense of legal actions or arbitration proceedings or the conduct or defense of administrative or other proceedings, subject to the provisions of Paragraph 3 of this Agreement, however study and evaluation of prospective or current claims, disputes and litigation concerning the CLIENT, and/or the delivery of opinions relative to such matters is included in this agreement; Notarization. Notarization shall be without charge. However notarization of documents involving conveyances shall be charged in accordance with the minimum fee prescribed by the IBP Laguna Chapter.

2.4

2.5

2.6

3. Litigation Not Included. The services to be rendered by FIRM under this Agreement shall not include the commencement, prosecution, or defense of legal actions or arbitration proceedings or

the conduct or defense of administrative or other proceedings before government agencies or units involving formal appearances by FIRM. The rendering of these services shall be the subject of a separate agreement between Attorney and Client as the need arises. 5. Compensation. FIRMs compensation shall be SEVEN THOUSAND PESOS (P 7,000.000) payable on or before the 5th day of each month. 6. Termination. This Agreement may be terminated by either party earlier than the date provided in Paragraph 1, by giving the other party not less than ninety (90) days' prior written notice of intention to do so.

IN WITNESS WHEREOF, the PARTIES have hereunto affixed their signatures this ______ day of September, 2009 at Makati City, Philippines.

(Hermie , please inform me through text if you already receive my proposal and please do send you counter-proposal if you have one. Thank You!