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UNDERWRITING AGREEMENT


This Underwriting Agreement (the Agreement), made and entered into this ___
day of ___________, at __________, by and between:


___________________________________, a corporation duly
organized and existing under Philippine laws, with principal office located
at _____________________, represented herein by its duly authorized
________________, Mr. ___________________ (the Company);

- and -


_________________________, a corporation duly organized and
existing under Philippine laws, with principal office located at
__________________________, represented herein by its duly
authorized _____________, Mr. _____________ (the Underwriter);


(with the Company and the Underwriter being collectively referred to
herein as the Parties and, individually, a Party)

W i t n e s s e t h :

WHEREAS, the Company intends to issue, publicly offer and sell by way of a
stock rights an initial public offering up to a maximum of _______________
(_____________) of its common shares, at an offer price of ______ (Php ______) per
share, to its stockholders of record the public through and in accordance with the rules
and regulations of the Philippine Stock Exchange, Inc. (the Exchange) and requires
the services of an underwriter who will underwrite and take up all of the offer shares
remaining unsubscribed after the offer period to ensure full subscription thereof, in
compliance with the Philippine securities laws and the requirements of the Exchange;

WHEREAS, the Underwriter is an Investment House registered as an
Underwriter of Securities under The Investment Houses Law (Presidential Decree No.
129) and has agreed to underwrite on a firm basis the offering, distribution and sale of
the Securities as defined hereunder under the terms and conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the foregoing premises, and of
the terms and conditions hereinafter set forth, the Parties herein hereby agree as
follows:

1. The Securities. The Securities covered and governed by this Agreement
shall refer to __________ (__________) common shares of the Company, which shall
be issued out of the Companys authorized capital stock of __________ Pesos (Php
__________), with a par value of __________ Pesos (Php __________) per share
(hereinafter the Offer Shares), to be offered to the public in accordance with the rules
and regulations of the PSE (hereinafter the Offering) stockholders of record of the
Company as of a determined record date, under a rights offering (hereinafter the Rights
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Offering). The Rights Offering entitles each eligible stockholder to subscribe to
__________ (__________) Offer Shares for every __________ (______) common share
of the Company held on record date, at the offer price of __________ Pesos (Php
__________) per Offer Share (hereinafter the Offer Price). The Offer Shares to be
sold in the Rights Offering and underwritten by the Underwriter under this Agreement
shall be referred to in this Agreement as the Securities.

2. Purchase and Sale. Subject to the terms and conditions and the
representations and warranties set forth in this Agreement, the Company agrees to sell
to the Underwriter, and the Underwriter agrees to purchase or deliver a purchaser, at the
Offer Price, all of the Offer Shares not subscribed or procured by stockholders during the
Rights Offering in accordance with such procedures of the Rights Offering agreed upon
by and between the Company and the issue manager which is contained in the
Registration Statement and Prospectus, and as approved by the Securities and
Exchange Commission (the SEC or the Commission) and/or the Exchange.

3. Fees of Underwriter. For and in consideration of Underwriters services
of underwriting the Securities, the Company shall pay the Underwriter on
_____________ the amount equivalent to [] percent (%) of the gross proceeds of the
Rights Offering, exclusive of any and all taxes which shall be for the exclusive account of
the Company, or the amount of __________ Pesos (Php __________) (the Exit Fee) in
the event that the Rights Offering does not proceed for reasons not attributable to the
Underwriter, which fee shall not exceed [] percent (%) of amounts underwritten by the
Underwriter for the Company. Reasonable out-of-pocket expenses incurred or to be
incurred by the Underwriter in the performance of its obligations under this Agreement,
such as but not limited to photocopying, communication, travel and accommodation,
representation, and meals, up to the amount of ____________ Pesos (Php _________)
shall be for the exclusive account of the Company. Any out-of-pocket expense
exceeding the said amount shall, before incurring the same, be subject to the prior
written approval of the Company. The Fees of the Underwriter stipulated herein,
including all out-of-pocket expenses incurred and fees and expenses of counsel for the
Underwriter under Section 4 below, shall, within five (5) days from deposit thereof in
escrow and delivery of a Statement of Account to the escrow agent covering the said
fees and expenses, be released to the Underwriter.

4. Costs and Expenses. The Company agrees to pay all costs and
expenses attributable and incidental to the performance of its obligations hereunder
including, without limitation, those related to the preparation of the Registration
Statement and Prospectus and any sales efforts, as follows: (i) the preparation, printing
or reproduction, and filing with the Commission of the Registration Statement (including
financial statements and exhibits thereto), the Prospectus, and each amendment or
supplement to the Registration Statement and/or Prospectus; (ii) the printing or
(reproduction) and delivery (including postage, air freight charges and charges for
counting and packaging) of such copies of the Registration Statement, the Prospectus
and all amendments or supplements to any of the said documents as may be reasonably
requested by the Underwriter for use in connection with the Rights Offering; (iii) the
preparation, printing, authentication, issuance and delivery of certificates for the
Securities, including any stamp taxes in connection with the original issuance and sale of
the Securities; (iv) the printing (or reproduction) and delivery of this Agreement; (v) the
registration of the Securities under the Securities Regulation Code (the SRC) and the
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listing of the Securities on the Exchange; and (vi) the fees and expenses of the
Company's and the Underwriters counsels and accountants.

5. Delivery and Payment. Within ___ day/s from and after the end of the
period of the Rights Offering (the Offer Period), the Underwriter shall deliver to the
escrow account required by the SEC and/or the Exchange, all payments for all
Securities not taken or subscribed by a stockholder during the Offer Period together with
the subscription agreements corresponding to such payments and a statement of
account covering. all amounts remaining unpaid and to which it is entitled to under this
Agreement, including the Fees and expenses of the Underwriter and the fees and
expenses of the Underwriters legal counsel. The corresponding escrow agent shall,
within _____ days from receipt of the said statement of account, release to the
Underwriter the said unpaid amounts. All such subscriptions of the Underwriter or
purchaser/s solicited by the Underwriter shall form part of all subscribers to the
Securities and shall receive their shares of stock in the Company in accordance with the
rules and procedures of the Rights Offering as contained in the Registration Statement
and Prospectus and all amendments and supplements thereto.

6. Representations and Warranties. The Company hereby makes the
following representations and warranties to the Underwriter as of the date of this
Agreement and until completion of the transactions contemplated herein.

6.1. The Company shall, for and in connection with the Rights Offering,
with the assistance, prior clearance and approval of the Underwriter, prepare a
Registration Statement and Prospectus in accordance with the SRC, the rules
and regulations implementing the SRC (the SRC Rules), applicable rules,
regulations and orders of the SEC (the SEC Rules) (the SRC, the SRC Rules
and the SEC Rules shall collectively be referred to as the Applicable Laws) and
the rules and regulations of the Exchange (the Exchange Rules), and such
Registration Statement and Prospectus shall be validly amended when
necessary to ensure compliance with the Applicable Laws and Exchange Rules.
Such Registration Statement and Prospectus shall be distributed to the
stockholders of the Company and other persons, entities, companies or locations
as may be required by the Applicable Laws and Exchange Rules, before the
commencement of the Offer Period. Copies of such Registration Statement and
Prospectus, including any amendments thereto shall, upon filing, be delivered to
the Underwriter and its named counsel. The term "Registration Statement"
means the Registration Statement required to be filed, and filed, under Sections
8 and 12 of the SRC and the SRC Rules, for the registration of the Securities,
which includes financial statements and all exhibits and any information deemed
by the Applicable Laws to be included in such Registration Statement and any
amendments and supplements filed thereafter with the approval of the
Commission and shall include the documents incorporated by reference therein.
The effective date of the Registration Statement shall be the date the same is
rendered or declared effective by the SEC (the Effective Date). The term
"Prospectus" means, collectively, the prospectus being part of the Registration
Statement, any separate prospectus based on the Registration Statement
allowed under the Applicable Laws and filed with the Exchange, any prospectus
supplement, in the respective forms allowed under the Applicable Laws and
Exchange Rules. Any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement or the Prospectus shall
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be deemed to refer to and include the filing of any document with the
Commission and/or the Exchange after filing of the Registration Statement and
Prospectus with the Commission and/or Exchange and approved by the said
bodies to be incorporated therein by reference.

6.2. Each part of the Registration Statement, on Effective Date, and
the Prospectus and any amendment or supplement thereto, on the date the
same is approved by the Commission and/or the Exchange, will: (a) conform in
all material respects with the requirements of the Applicable Laws and Exchange
Rules; (b) not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; (c) contain a description of all contracts and documents
of a character required to be described therein; and d) be filed with contracts
and documents as exhibits of a character required to be filed therewith. The
foregoing shall not apply to statements in or omissions from any such document
in reliance upon, and in conformity with, written information furnished to the
Company by the Underwriter, specifically for use in the preparation thereof,
unless the written information furnished by the Underwriter is sourced from or
based on documents or information provided by the Company or the inaccuracy
or incorrectness thereof is rooted in the failure of the Company to disclose
material information or documents to the Underwriter during the conduct of the
Underwriters due diligence examination of the Company (hereinafter the Due
Diligence) or on such other occasions.

The Company has granted to the Underwriter full access to all of the
corporate books and records of the Company and its subsidiaries and has
disclosed to the Underwriter all material contracts, documents and information
required to ensure that the Registration Statement and Prospectus comply with
the Applicable Laws and the Exchange Rules.

6.3. The financial statements and schedules included in the
Registration Statement and the Prospectus set forth fairly the financial condition
of the Company and the respective entity or entities presented as of the dates
indicated and the results of operations and changes in financial position for the
periods therein specified in conformity with generally accepted accounting
principles consistently applied in the Philippines throughout the periods involved
(except as otherwise stated therein). Any pro forma financial statements,
financial and operational data of the Company included in the Registration
Statement and the Prospectus comply in all material respects with the applicable
requirements of the SRC and SRC Rules and the pro forma adjustments have
been properly applied to the historical amounts in the compilation of such
statements.

6.4. The Company has been duly organized and is validly existing as a
corporation, is in good standing, under Philippine laws, has the power and
authority to conduct its business as described in the Registration Statement and
Prospectus, and is duly qualified to do business in each jurisdiction in which it
owns or leases real property or in which the conduct of its business requires such
qualification, except where the failure to be so qualified, considering all such
cases in the aggregate, does not involve and will not involve a material risk to the
business, properties, financial position or results of operations of the Company
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and its subsidiaries and related companies identified in the Registration
Statement and Prospectus (hereinafter Subsidiaries) taken as a whole.

6.5. The only Subsidiaries of the Company are those identified in the
Registration Statement and Prospectus. Each of the Company's Subsidiaries
existing as of Effective Date is a corporation duly organized, validly existing and
in good standing under Philippine laws. Each of the Company's Subsidiaries
existing as of the Effective Date has the power and authority to conduct its
business as described in the Registration Statement and Prospectus and is and
will be on Effective Date, duly qualified to do business in each jurisdiction in
which it owns or leases, or will own or lease, real property or in which the
conduct of its business requires such qualification except where the failure to be
so qualified, considering all such cases in the aggregate, does not involve and
will not involve a material risk to the business, properties, financial position or
results of operations of the Company or any of the said subsidiaries and related
companies taken as a whole. Except for the interests in the Subsidiaries as
disclosed in the Registration Statement and Prospectus, the Company does not
own, directly or indirectly, any shares of stock or any other equity or long-term
debt securities of any corporation or have any equity interest in any firm,
partnership, joint venture, trust, association or other entity. Complete and correct
copies of the articles of incorporation and by-laws of each of the said
Subsidiaries, and all other agreements or documents evidencing the existence
and arrangements of the Company under any partnership, joint venture, trust,
association or other similar relationships with any other entity have been
delivered to the Underwriter, and no changes therein have been made and will
be made after delivery of the said copies, except as heretofore disclosed in
writing to the Underwriter and considered in the preparation of the Registration
Statement and Prospectus. Except as otherwise described in the Registration
Statement or the Prospectus, all of the issued and outstanding capital stock of
each of the Subsidiaries of the Company has been duly authorized and validly
issued, fully paid and non-assessable, and owned by the Company or the
relevant Subsidiary, as the case may be, in each case free and clear of any
security interest, mortgage, pledge, lien, charge, encumbrance, claim, restriction
or equity interest (each of the foregoing, a "Lien").

6.6. The Securities, when issued and delivered to the Underwriter or
any other person or entity which the Underwriter after the Offer Period has
agreed with and named as subscriber to such Securities or any portion thereof,
against full payment therefor as provided by this Agreement will be, validly
issued, fully paid and non-assessable by the Company and conform to the
description thereof in the Registration Statement and Prospectus. No
shareholder shall have any preemptive or similar rights to Securities
unsubscribed after the Offer Period. As of Effective Date, the Company does not
have any outstanding option to purchase, or any rights or warrants to subscribe
for, or any securities or obligations convertible into, or any contracts or
commitments to issue or sell, any securities, any shares of capital stock of any
subsidiary or any such warrants, convertible securities or obligations.

6.7. Except as disclosed to the Underwriter before filing of the
Registration Statement and Prospectus with the SEC and the Exchange, or those
indicated in or clearly contemplated in the Registration Statement and the
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Prospectus, subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus and as of completion of the
Rights Offering and listing of the Offer Shares, the Company and its Subsidiaries
have not incurred any liabilities or obligations, direct or contingent, or entered into
any transactions, not in the ordinary course of business, that are material to the
Company and its Subsidiaries taken as a whole, and there has not been any
material change in the capital stock, interests, short-term debt or long-term debt
of the Company or any of its Subsidiaries, or any material adverse change, or
any development involving a prospective material adverse change, in the
condition (financial or other), business prospects, net worth or results of
operations of the Company and its Subsidiaries.

6.8. Except as disclosed to the Underwriter before filing of the
Registration Statement and Prospectus with the SEC and the Exchange, or set
forth in the Registration Statement and Prospectus, as of Effective Date, there is
no pending or, to the knowledge of the Company, threats of any action, suit or
proceeding against or affecting the Company or any of its Subsidiaries or any of
their respective directors and officers in their capacity as such, or any of the
mining permits and applications identified in the Prospectus before the Mines and
Geosciences Bureau, the Department of Environment and Natural Resources, or
before any court, the Commission, the Exchange, any other regulatory body,
administrative agency or other governmental body, domestic or foreign, wherein
an unfavorable ruling, decision or finding might result in any material adverse
change in the condition (financial or other), business prospects, net worth or
results of operations of the Company and its Subsidiaries taken as a whole, or
materially and adversely affect the properties or assets of the Company and its
Subsidiaries taken as a whole.

6.9. Since the respective dates as to which information may have been
given in the Registration Statement and the Prospectus, as of the completion of
the Rights Offering and listing of the Offer Shares, and except as otherwise
stated therein, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock.

6.10. All Contracts executed and delivered on or before the date hereof
and as of Effective Date, to which the Company or any Subsidiary of the
Company is a party have been duly authorized, executed and delivered by the
Company or such Subsidiary, constitute valid and binding agreements of the
Company or such Subsidiary and are enforceable against the Company or such
Subsidiary in accordance with the terms thereof, constitute valid and binding
agreements of the Company or such Subsidiary and be enforceable against the
Company or such Subsidiary in accordance with the terms thereof, except as
disclosed or discussed in the Registration Statement and the Prospectus.

6.11. The Company has the corporate power and authority to enter into
this Agreement. This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of the
Company and is enforceable against the Company in accordance with the terms
hereof. The execution, delivery and the performance of this Agreement and the
consummation of the transactions herein contemplated will not result in the
creation or imposition of any lien, charge or encumbrance upon the properties or
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any of the assets of the Company or any of its Subsidiaries pursuant to the terms
or provisions of, or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, or give any other party a right to terminate any of
its obligations under, or result in the acceleration of any obligation under, the
articles of incorporation of the Company or by-laws of the Company, the articles
of incorporation or by-laws of any of the Company's Subsidiaries, or any
Contract, or violate or conflict with any judgment, ruling, decree, order, statute,
rule or regulation of any court or other governmental agency or body applicable
to the Company, or any of its Subsidiaries, or business or properties of the
Company or any of its subsidiaries, except insofar as would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole. No
consent, approval, authorization or order of, or filing with, any court or
governmental agency or body, is required for the consummation of the
transactions contemplated by this Agreement or in connection with the issuance
or sale of the Securities by the Company, except such as may be required under
the Applicable Laws and Exchange Rules, and except where failure to so obtain
would not have a material adverse effect on the Company and its Subsidiaries
taken as a whole. The Company has the power and authority to authorize, issue,
offer and sell the Securities, as contemplated by this Agreement.

6.12. Each of the Company and its Subsidiaries has, as of the date of
execution of this Agreement and the completion of the Rights Offering and listing
of the Offer Shares, complied in all material respects with all laws, regulations
and orders applicable to it or their respective businesses and properties where
the failure to comply would, individually or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries taken as a whole; neither the
Company nor any of its Subsidiaries is, and upon consummation of the Rights
Offering, none of them will be, in default under any Contract, the violation of
which would individually or in the aggregate have a material adverse effect on
the Company and its Subsidiaries taken as a whole, and no other party under
any such Contract to which the Company or any of its Subsidiaries is a party is,
to the knowledge of the Company, in default in any material respect thereunder;
the Company is not in violation of its articles of incorporation or by-laws; except
as disclosed in the Prospectus, the Company and each of its subsidiaries and
related companies have all governmental licenses, permits, consents, orders,
approvals and other authorizations required to carry on its business as
contemplated in the Prospectus, and none of them has received any notice of
proceedings relating to the revocation or modification of any such governmental
license, permit, consent, order, approval or other authorization which, individually
or in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would materially and adversely affect the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and its
Subsidiaries.

6.13. The Company and its Subsidiaries, as applicable, as of Effective
Date, have good title to its assets including mining permits and mining rights and
are free from any and all liens, charges, encumbrances, claims or restrictions
whatsoever.

6.14. As of the date hereof and the completion of the Rights Offering
and listing of the Offer Shares, there is no pending or, to the Company's
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knowledge, threatened condemnation, zoning change, environmental or other
proceeding or action that will in any material respect affect the size of, use of,
improvements on, construction on, or access to the exploration permit/s, mining
permit/s, and areas covered thereby or any other application for mining permits
and licenses, except for such proceedings or actions disclosed to the Underwriter
before filing of the Registration Statement and Prospectus with the SEC and the
Exchange, that would not individually or in the aggregate have a material
adverse effect on the condition, financial or otherwise, or on the earnings,
business affairs or business prospects of the Company and its Subsidiaries taken
as a whole.

6.15. As of Effective Date, the Company and each of its Subsidiaries (i)
will be in compliance in all material respects with any and all applicable laws and
regulations relating to the protection of human health and safety (hereinafter
Environmental Laws), including those relating the Hazardous Materials (as
defined below); (ii) will have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) will be in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals are otherwise disclosed in the Prospectus.

6.16. As of the date hereof and the completion of the Rights Offering
and listing of the Offer Shares, none of the Company or any or its Subsidiaries
has at any time, handled, buried, stored, retained, refined, transported,
processed, manufactured, generated, produced, spilled, allowed to seep, leak,
escape or leach, or be pumped, poured, emitted, emptied, discharged, released,
injected, dumped, transferred or otherwise disposed of or dealt with, Hazardous
Materials (as hereinafter defined) on, to, above under, in, into or from its
properties and areas covered by any exploration permit, mining permit and
applications therefore held or filed by the Company or any of its Subsidiaries,
except as disclosed in the environmental reports previously delivered to the
Underwriter or its counsel or referred to in the Prospectus, or such as would not
individually or in the aggregate have a material adverse effect on the Company
and its Subsidiaries. Neither the Company nor any of its Subsidiaries intends to
use its properties or areas covered by any of their exploration permit/s and
mining permit/s and applications, for the purpose of handling, burying, storing,
retaining, refining, transporting, processing, manufacturing, generating,
producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring,
emitting, emptying, discharging, releasing, injecting, dumping, transferring or
otherwise disposing of or dealing with Hazardous Materials, except as allowed by
law and described or disclosed in the Prospectus.

6.17. As of the date hereof and the completion of the Rights Offering
and listing of the Offer Shares, none of the Company or any of its Subsidiaries,
except as described or disclosed in the Prospectus, has received notice of, or
has knowledge of any occurrence or circumstance which, with notice or passage
of time or both, would give rise to, any claim under or pursuant to any
Environmental Law, pertaining to Hazardous Materials, hazardous or toxic waste
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or substances on or originating from any of its properties or the areas covered by
its exploration permit/s, mining permit/s and applications.

As used herein, "Hazardous Materials" shall include, without limitation,
any flammable materials or explosives, petroleum or petroleum-based products,
radioactive materials, hazardous wastes, hazardous or toxic substances, or
related materials, asbestos or any material prohibited by any applicable law to be
used on, applied, stored or kept within, properties of the Company and its
Subsidiaries or areas covered by its exploration permit/s, mining permit/s and
applications.

6.18. As of the date hereof and the completion of the Rights Offering
and listing of the Offer Shares, in the ordinary course of its business, each of the
Company and its Subsidiaries conducts a periodic review of the effect of
Environmental Laws on its business, operations and properties in the course of
which it identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for investigation,
clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties). On the basis of the said reviews
conducted, the Company has reasonably concluded that such associated costs
and liabilities would not individually or in the aggregate, have a material adverse
effect on the Company and its Subsidiaries taken as a whole.

6.19. The Company has not distributed and will not distribute any
offering material in connection with the Offering other than the Registration
Statement, the Prospectus or other materials, if any, permitted by the
Commission and the Exchange and approved by the Underwriter.

6.20. The Company, as of the date hereof, maintains and, until
completion of the Rights Offering and listing of Offer Shares, shall maintain a
system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
financial and corporate books and records is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.

6.21. All statistical or market-related data included in the Registration
Statement and the Prospectus, if any, are based on or derived from sources that
the Company reasonably believes to be reliable and accurate, and the Company
has obtained the written consent to the use of such data from such sources to
the extent required.

6.22. The section entitled Managements discussion and analysis in
the Registration Statement and the Prospectus describes accurately and fully the
Companys financial condition and results of operation in accordance with the
Applicable Laws and Exchange Rules.
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6.23. The Company has filed an application for listing of the Securities
in the Exchange covering the Securities which application is as of signing hereof
pending and not denied or rejected.

6.24. Neither the Company nor any of its Subsidiaries is involved in any
material labor dispute nor, to the best knowledge of the Company after due
inquiry and investigation, is any such dispute threatened.

7. Covenants. The Company covenants and agrees with the Underwriter
that:

7.1. The Company shall, upon receiving the conformity of the
Underwriter, cause the Registration Statement and Prospectus to be filed as
required under Section 6.1 hereof; it will notify the Underwriter promptly of the
time when any subsequent amendment to the Registration Statement has
become effective or any supplement to the Prospectus has been filed and of any
request by the SEC and/or the Exchange, as the case may be, for any
amendment or supplement to the Registration Statement or Prospectus or for
additional information; it will prepare and file with the SEC and/or the Exchange
promptly upon the Underwriter's request, any amendments or supplements to the
Registration Statement or Prospectus that, in the Underwriter's opinion, may be
necessary or advisable in connection with the Rights Offering or the distribution
of the Securities by the Underwriter; and it will not file any amendment or
supplement to the Registration Statement or Prospectus without the written
conformity or consent of the Underwriter.

7.2. The Company shall advise the Underwriter, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement, of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding intended to
produce like effect; and shall promptly use its best efforts to prevent the issuance
of any stop order or to obtain the withdrawal of any stop order issued.

7.3. Within the time during which the Registration Statement and
Prospectus relating to the Securities is required to be delivered and disseminated
under the Applicable Laws and Exchange Rules, the Company shall comply with
all requirements imposed upon it by the Applicable Laws and Exchange Rules,
as from time to time in force, so far as necessary to permit the continuance of
sales of or dealings in the Securities as contemplated by this Agreement, the
Registration Statement and the Prospectus. If during such period any event
occurs as a result of which the Registration Statement or Prospectus would
include an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances then
existing, not misleading, or if during such period it is necessary to amend or
supplement the Registration Statement or Prospectus to comply with any law or
legal requirement, or the Exchange Rules, the Company shall promptly notify the
Underwriter and will amend or supplement the Registration Statement or
Prospectus (at the expense of the Company) so as to correct such statement or
omission or effect such compliance.
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7.4. As soon as the same is available, and thereafter from time to time
for such period as in the opinion of the Underwriter a prospectus is required by
the Applicable Laws and/or Exchange Rules to be delivered in connection with
sales by the Underwriter of the Securities, the Company shall expeditiously
deliver to the Underwriter and its counsel and any stock broker or dealer, when
reasonably requested by the Underwriter, without charge, as many copies of the
Prospectus (and of any amendment or supplement thereto). The Company
consents to the use of the Registration Statement and Prospectus (and of any
amendment or supplement thereto) in accordance with the Applicable Laws and
Exchange Rules, both in connection with the Rights Offering and for such period
of time thereafter as the Registration Statement or Prospectus is required by law
or Exchange Rules to be delivered in connection with sales of the Securities by
the Underwriter or any stock broker or dealer.

7.5. If at anytime any event shall occur that in the judgment of the
Company or in the opinion of counsel for the Underwriter is required to be set
forth in the Prospectus (as then amended or supplemented) or should be set
forth therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus to comply with the Applicable Laws or
any other law, or the Exchange Rules, the Company shall forthwith prepare and
file with the Commission an appropriate supplement or amendment thereto, and
will expeditiously furnish to the Underwriter reasonable number of copies thereof.
In the event that the Registration Statement or Prospectus will be amended or
supplemented, the Company, when requested by the Underwriter, shall promptly
make the appropriate disclosures on the matters to be covered by the proposed
amendment or supplement subject to such limitations provided by the Applicable
Laws or any other law, and Exchange Rules.

7.6. The Company shall apply the net proceeds from the Rights
Offering in the manner set forth in the Prospectus under "Use of Proceeds" or
similar sections or provisions thereof; provided, that the Company may amend
such "Use of Proceeds" in accordance with the requirements of Applicable Laws
and Exchange Rules and as approved by the SEC and/or the Exchange.

7.7. The Company shall not at any time, directly or indirectly, take any
action designed, or which might reasonably be expected to cause or result in, or
which will constitute, artificial movement or stabilization of the price of the
Securities to facilitate the sale or resale thereof.

7.8. The Company shall fully and strictly comply with the terms and
conditions of the Rights Offering as contained in the Prospectus or any material
distributed in connection with the Rights Offering, approved by the Underwriter,
and allowed to be distributed by the SEC and the Exchange.

7.9. The Company shall, as soon as allowed by the SEC but in no
case beyond five (5) days from the end of the Offer Period, file with the SEC the
corresponding application, with complete supporting documents, for approval of
the increase in the Companys authorized capital stock to support the Rights
Offering and the corresponding amendment of its Articles of Incorporation.
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8. Due Diligence

8.1 The Underwriter hereby acknowledges that the Underwriter, its
advisors and representatives have conducted a due diligence inquiry with respect
to the Company, its Subsidiaries, business/es and such other matters it has
deemed relevant for purposes of the Registration Statement and Prospectus and
of performing its obligations under this Agreement (the Due Diligence).

8.2 The Underwriter shall keep confidential and shall not disclose to
any third party, the results of the Due Diligence, unless required by the SEC
and/or the Exchange, and except when disclosure is made to legal, financial or
technical advisers performing services to the Underwriter in connection with this
Agreement and the Due Diligence; provided, however, that the Underwriter shall
ensure that such advisers are bound by this confidentiality provision.


9. Indemnification and Contribution.

9.1. The Company hereby agrees to indemnify and hold harmless the
Underwriter, the directors, officers, stockholders, and representatives thereof as
follows:

a) Against any and all loss, liability, claim, actual
damage and expense whatsoever, as incurred, arising out of any
untrue statement of a material fact contained in the Registration
Statement or the Prospectus (or any amendment thereto) or any
material distributed by the Company in connection with the Rights
Offering, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included
in the Prospectus (or any amendment or supplement thereto), or
the omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading, resulting from the
failure or refusal of the Company to provide documents or
information required by the Underwriter for or during Due
Diligence or required to fully inform the Underwriter of the
conditions and transactions of the Company;

b) against any and all loss, liability, claim, actual
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced before, on or after execution of this Agreement,
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission in the Registration
Statement or Prospectus;

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c) against any and all expense whatsoever, as
incurred (including the reasonable fees and disbursements of
counsel chosen by the Underwriter), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding or any claim whatsoever commenced
by any governmental agency or body, based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not
paid under (a) or (b) above; provided, however, that the
indemnities provided under paragraphs (a) to (c) above shall not
apply to any loss, liability, claim, damage or expense to the extent
(i) arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by
the Underwriter expressly for use in the Registration Statement,
Prospectus or material (or any amendment thereto), unless the
written information was given on the basis of documents provided
or not disclosed by the Company to the Underwriter, or (ii)
resulting solely from an untrue statement of a material fact
contained in, or the omission of a material fact from, the
Registration Statement, Prospectus or other material, which
untrue statement or omission was completely corrected in any
amended Registration Statement, Prospectus or material if the
Underwriter sold Securities to the person alleging such loss, claim,
liability, expense or damage without sending or giving, at or prior
to the written confirmation of such sale, a copy of the amended
Registration Statement, Prospectus or other material copies of
which were previously furnished by the Company to the
Underwriter within a reasonable amount of time prior to such sale
or such confirmation, and the Underwriters failed to deliver the
corrected Registration Statement, Prospectus or other material, if
required by law to have so delivered it and if delivered would have
corrected the default giving rise to such loss, claim, liability
expense or damage, or (iii) resulting solely from an untrue
statement of a material fact contained in, or the omission of a
material fact from, the Registration Statement, Prospectus or other
material, which untrue statement or omission was previously
disclosed prior to the filing of the Registration Statement and
Prospectus with the SEC and the Exchange, or based on
documents or information provided, to the Underwriter during Due
Diligence or on such other occasions prior to the filing of the
Registration Statement and Prospectus with the SEC and the
Exchange; and

d) against any and all loss, liability, claim, actual
damage and expense whatsoever, as incurred, arising out of or
connected with the termination of this Agreement by the
Underwriter under Sections 9.3 and 9.5 of this Agreement.

9.2. The Underwriter agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
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Statement, Prospectus or other material distributed in accordance with this
Agreement, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Subsection 8.1. above, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement, Prospectus or other material
(or any amendment thereto), in reliance upon and in conformity with written
information furnished to the Company by the Underwriter expressly for use in the
Registration Statement, Prospectus or other material (or any amendment
thereto), unless such written information furnished by the Underwriter is based on
documents provided to the Underwriter during Due Diligence or material
documents or information withheld by the Company from the Underwriter.

The Underwriter further agrees to indemnify and hold harmless the
Company against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of or connected with the termination of this
Agreement by the Company under Section 9.5 of this Agreement.

9.3. Each indemnified party shall give notice as promptly as
reasonably practicable to the indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result thereof
and in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of the party indemnified
pursuant to Subsection 8.1 above, counsel to the indemnified party shall be
selected by the Underwriter, and, in the case of the party indemnified pursuant to
Subsection 8.2 above, counsel to the indemnified party shall be selected by the
Company. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be counsel
to the indemnified party. In no event shall the indemnifying party be liable for fees
and expenses of more than one counsel (separate from its own counsel) for the
indemnified party in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified party, settle or compromise or consent to the
entry of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, or any claim whatsoever,
commenced before, on or after the execution of this Agreement, unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim, and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified party.

9.4. The indemnifying party shall be entitled to participate in and, to the
extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified
party, to assume the defense of the action, with counsel satisfactory to the
indemnified party, and after notice from the indemnifying party to the indemnified
party of its election to assume the defense, the indemnifying party shall not be
liable to the indemnified party for any legal or other expenses except as provided
15

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below and except for the reasonable costs of investigation subsequently incurred
by the indemnified party in connection with the defense. The indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (ii) the indemnified party
has reasonably concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are different from or in
addition to those available to the indemnifying party, (iii) a conflict or potential
conflict exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of the
indemnified party), or (iv) the indemnifying party has not in fact employed counsel
to assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party. An indemnifying party shall not be liable for
any settlement of any action or claim effected without its written consent (which
consent shall not be unreasonably withheld).

9.5. The relative fault of the Company on the one hand and the
Underwriter on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

9.6. The aggregate amount of losses, liabilities, claims, actual
damages and expenses incurred by an indemnified party and referred to above
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, or any claim whatsoever, commenced before, on or after the execution of
this Agreement, based upon such untrue or alleged untrue statement or omission
or alleged omission.

9.7. Notwithstanding the provisions of this Section 9, the Underwriter
shall not be required to indemnify the Company any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
offered exceeds the amount of any damages which the Underwriter has
otherwise been required to pay.

10. Termination. This Agreement may be terminated, as follows:

10.1 Upon mutual agreement of the Parties.

10.2. By the Underwriter, upon written notice of termination to the
Company, upon occurrence of any of the following: (i) any material adverse
change or any development involving a prospective material adverse change in
or affecting the condition, financial or otherwise, of the Company and its
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Subsidiaries taken as a whole or the earnings, business affairs, management or
business prospects of the Company and its Subsidiaries taken as a whole,
whether or not arising in the ordinary course of business, (ii) any outbreak or
escalation of hostilities or other national or international calamity or crisis or
change in economic or political conditions, if the effect of such outbreak,
escalation, calamity, crisis or change on the financial markets of the Philippines,
in the reasonable judgment of the Underwriter, make the Rights Offering or
underwriting of the Securities impracticable, (iii) suspension of trading in the
shares of stock of the Company on the Exchange or limitation on prices (other
than limitations on hours or numbers of days of trading) for shares of stock of the
Company on the Exchange, (iv) the enactment, publication, decree or other
promulgation of any law, regulation, rule or order of any court or other
governmental authority, or the Exchange, which in the reasonable opinion of the
Underwriter materially and adversely affects or will materially or adversely affect
the business or operations of the Company and its Subsidiaries taken as a
whole, (v) declaration of a banking moratorium by Philippine authorities, (vi) a
material disruption in commercial banking or securities settlement or clearance
services in the Philippines, if in the reasonable opinion of the Underwriter, the
effect of such disruption is so material or adverse that it makes the Rights
Offering or delivery of the Securities on the terms and in the manner
contemplated in the Prospectus impracticable, or (vii) the taking of any action by
any Philippine government body or agency in respect of its monetary or fiscal
affairs which in the reasonable opinion of the Underwriter has a material adverse
effect on the securities markets in the Philippines.

10.3. By the Underwriter upon written notice to the Company, in the
event of failure of the Company to make the amendment/s to the Registration
Statement and/or the Prospectus in accordance with Sections 7.1 and 7.5 hereof.

10.4. By any Party upon written notice to the other, for breach of any
obligation under this Agreement, upon the lapse of fifteen (15) days from receipt
by the Party-in-breach of a notice of breach from the complaining Party without
the Party-in-breach remedying the breach, unless the breach is incapable or
remedy, to the satisfaction of the complaining Party.

11. Consequences of Termination. Upon termination of this Agreement by
the Underwriter, and without prejudice to payment of fees of the Underwriter under
Section 3 hereof, all obligations of the Underwriter under this Agreement shall cease and
the Underwriter shall have no further obligations to the Company. In the event that
termination by the Underwriter is made before approval by the Commission of the
Registration Statement and Prospectus and by the Exchange of the Prospectus, the said
Registration Statement and Prospectus shall be amended to change the underwriter of
the Rights Offering to one other than the Underwriter herein, at the sole cost and
expense of the Company and without liability whatsoever on the part of the Underwriter,
and the Company shall in such event indemnify the Underwriter and render the
Underwriter free and harmless from any penalties or other liabilities imposed upon it by
the Commission, the Exchange or any other government agency or regulatory body,
without prejudice to indemnification for damages under Section 8 hereof.

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The provisions of this Section 11 shall apply only in cases of termination of the
Agreement by the Underwriter in accordance with Sections 10.2, 1.3, and 10.4 of this
Agreement.

12. Representations and Indemnities to Survive. Except where a period or
a limited time has been expressly provided to govern the provisions of this Agreement,
the respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers, and of the Underwriter set forth in or made
pursuant to this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of their
officers, directors, and shall survive delivery of and payment for the Securities.

13. No Fiduciary Relationship. The Parties hereby acknowledge that the
Underwriter is acting solely as underwriter in connection with the purchase and sale of
the Securities acting pursuant to a contractual relationship created solely by this
Agreement entered into on an arms length basis, and in no event do the Parties intend
that the Underwriter act or be responsible as a fiduciary to the Company or any
shareholder of the Company or any other person in connection with any activity that the
Underwriter may undertake or have undertaken in furtherance of the purchase and sale
of the Securities, either before or after the date hereof. The Underwriter hereby
expressly disclaim any fiduciary or similar obligations to the Company or and
shareholder thereof, either in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions. The Parties agree that they
are each responsible for making their own independent judgments with respect to any
such transactions and that any opinions or views expressed by the Underwriter to the
Company regarding such transactions, including, but not limited to, any opinions or
views with respect to the price or market for the Companys securities, do not constitute
advice or recommendations to the Company or any stockholder thereof. The Company
hereby waives and releases, to the fullest extent permitted by law, any claims that the
Company or any stockholder thereof may have against the Underwriter with respect to
any breach or alleged breach of any fiduciary or similar duty to the Company or any
stockholder thereof in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions.

14. Miscellaneous Provisions.

14.1 The headings in this Agreement are inserted for convenience of
reference only and shall not limit or affect the interpretation of the provisions
hereof. Words denoting the singular shall include the plural, when the context so
requires, and vice versa.

14.2 Any notice, demand or other communication to be given or made
under this Agreement shall be in writing and delivered or sent to each Party
during office hours on a business day by personal delivery at its address set out
below, or such other address as the addressee has by three [3] days prior
written notice specified to the other Party:



To the Company: COMPANY NAME
Address
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Page 18 of 20

Attention : The President

To the Underwriter: UNDERWRITER NAME
Address

Attention: The President

Any notice, demand or other communication so addressed to the relevant
Party shall be deemed to have been delivered if given by letter, when actually
delivered to the relevant address.

14.3 If at any time any provision of this Agreement or any document
executed in connection herewith is or becomes illegal, invalid or unenforceable in
any respect under any law, the legality, validity or enforceability of the remaining
provisions under this Agreement shall not be affected thereby; provided,
however, that the transactions contemplated in this Agreement may still be fully
completed and implemented.

14.4 Any amendment or waiver of any provision of this Agreement shall
only be effective if made in writing and signed by the Parties.

14.5 No Party may assign its rights and/or obligations hereunder
without the prior written consent of the other Party.

14.6 This Agreement and the rights and obligations of the Parties
hereunder shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

14.7 This Agreement has been jointly prepared by the Parties and the
terms hereof shall not be construed in favor of or against any Party on account of
his/her participation in such preparation.

14.8 This Agreement shall be binding upon and inure to the benefit of
the Parties, their successors-in-interest and assigns.

14.9 This Agreement sets forth the entire agreement and
understanding between the Parties, and supersedes any and all other
inconsistent understandings, negotiations or agreements with respect to the
subject hereof.

14.10 This Agreement may be signed in any number of counterparts.
Any single counterpart or a set of counterparts signed, in either case, by the
Parties hereto shall constitute a full and original agreement for all purposes.

IN WITNESS WHEREOF, this Agreement has been executed on the date and at
the place first above-written.



COMPANY UNDERWRITER
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Page 19 of 20

By:



By:

Witnesses:

____________________________ ______________________________


REPUBLIC OF THE PHILIPPINES )
)S.S.


ACKNOWLEDGMENT


BEFORE ME, a Notary Public for and in __________, this ____ day of
__________, personally appeared the following persons:


Name Competent evidence of
Identity

ID No.
(with signature &
photograph)
Com. Tax Cert. No./
Issued At/On
Company
represented by:



Underwriter
represented by:




known to be and to me known to be the same persons who executed the foregoing
Underwriting Agreement and who acknowledged to me that the same is their free and
voluntary act and deed and official act of the corporations represented.

The said instrument, consisting of ______ (___) pages, including this page where
the Acknowledgment is written, has been signed by the Parties and their instrumental
witnesses on each and every page thereof and sealed with my notarial seal.

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

Doc. No. ______;
Page No. ______;
Book No. ______;
Series of ______.
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