August 24, 2004

PRIVATE AND HIGHLY CONFIDENTIAL

Ms. ____________________
Address

Dear Ms. _____________,

This is to confirm your appointment as ______________ CONSULTANT for

_______________ (the “Company”) on consultancy basis. Following are the terms and
conditions of your appointment:

1. You will report directly to the VP for ____________________, Ms.

_____________ and closely coordinate with Ms. ______________,
_______________. Your responsibilities include:
 training of _____________
 do research work and assist in developing communication materials for the
________ products
 assist in developing ________ modules
 develop communication materials for ___________
 conduct nutrition lectures for __________________
 liaise with BFAD
 participate actively in product development of __________ Products
 provide any other assistance in your field or expertise which the Company might
reasonably require

2. You agree to undertake your responsibilities, duties, and obligations with the
highest degree of professionalism, and that time is of the essence with respect to any
timetable that may be established between you and the Company. You agree to exert
best efforts to comply with the obligations set forth in any such timetable and that the
results of your consultancy work hereunder should meet the full satisfaction of the
Company. You also represent and warrant that you have complied, and will comply,
with all applicable laws and regulations of any applicable jurisdiction, including but not
limited to the Philippines, governing and relating to this agreement and the provision
of your services.

3. You shall at all times act as an independent contractor and not as an employee of
the Company. Nothing here creates, or shall be deemed to create, a partnership or
the relationship of principal and agent between you and the Company. You agree that
you waive any demand, claim and/or allegation that this consultancy is an
employment, partnership or agency relationship of any kind.

4. In consideration for giving your time and attention to your consultancy work, you
will receive a professional fee of ________ per month, inclusive of all Philippine taxes,
payable on the 15th day of the month. This shall be your sole compensation and that
you shall not be entitled to any other benefits (including but not limited to those
usually accorded a regular employee of the Company). You shall also be responsible
 for the filing and payment of your income taxes as well as the remittance to
appropriate government agencies of other government-mandated payments.

5. It is expressly agreed that the Company shall not be responsible for any
expenses, fees, costs, charges or other expenditures, or for the reimbursement of the
same, which you may incur in the performance of your consultancy work hereunder
unless the Company’s Management, prior to the incurrence of such expenses, duly
authorizes the same.

6. To fulfill your key responsibilities and ensure proper coordination of assigned tasks,
you agree to be available regularly at the ___________ Office in Makati at least twice
a week, on working weekdays, for at least 8 hours per day, and on other occasions as
the need arises.

7. This contract is effective from ___________ 2004 until __________ 2004.

8. To facilitate our review of the results of your consultancy work, please submit to us
a monthly report which shall include your key achievements vis-à-vis your goals. In
addition, you agree to open lines of communication with the Company, orally or in
writing, as is appropriate under the circumstances, with respect to all relevant
activities, results, findings, and required authorizations in the course of your
consultancy work.

9. You agree to maintain at all times a high standard of ethical conduct in the
discharge of your duties. Specifically, this means honesty, accuracy, fairness,
balance, and good taste in oral and written presentations. You also represent and
warrant that you have not engaged in, and shall not engage in, any illegal or improper
action, and have not offered or made, and shall not offer or make, any illegal or
improper payment to influence or effectuate any agreements regarding the Project
and/or in the rendering of services hereunder.

10. You agree that all records of the Company and the information pertaining to its
business or affairs are confidential and that no unauthorized disclosure or
reproduction of the same will be made by you at any time during or after your contract
with us.

11. You must not make any copy, abstract, summary or précis of the whole or part of
any document belonging to the Company except in the proper performance of your
consultancy work hereunder. During your employment you may have access to
certain confidential information But you must not use such information, directly or
indirectly, or disclose it to any person except in the proper performance of your
consultancy work, and shall take appropriate steps in handling all Confidential
Information of the Company in order to prevent unauthorized disclosure thereof. In
this context, confidential information includes, but is not limited to, information
regarding the Company or any of its associated or subsidiary companies, or any third
party with which such a company deals, relating to: products, research and
development, process and marketing information, finances, business methods and
strategy, customers and suppliers and past, current and potential employees. You
may have access to confidential information disclosed by a third party to the Company
under the terms of a Confidentiality Agreement. You would be informed of the terms
of such an agreement and be required to comply with them. The obligation of
 confidentiality shall continue to apply after termination of your employment with the
Company. You are required to deliver to the Company, before the end of your
employment, all papers, records, documents and all property belonging to the
Company.

12. You agree that all Company records, documents, and properties in your custody
and control shall be immediately surrendered to the Company if requested during the
contract period and at the termination thereof, whether requested or not.

13. During the term of your contract, you agree to refrain from accepting other jobs or
assignments that may result to a conflict of interest with the businesses of the
Company or any of its associated or subsidiary companies. You also represent that
provision of consultancy services to the Company will not require or cause you to
violate or breach any obligation to, agreement, or confidence you may have with any
previous employer or third party.

14. You agree to waive any rights to recovery from the Company for any injuries that
are not the result of the gross negligence of the Company, even if these injuries are
sustained in the course of your performance of your consultancy work hereunder.

15. If you intend to terminate this contract without valid cause, you agree to give the
Company advance notice of your intention at least thirty (30) days prior to the
intended termination date.

16. Your obligations under paragraphs 3, 10, 11, 12 and 14 above shall survive the
termination of your consultancy with the Company.

17. You agree not to assign any of your rights and obligations hereunder without the
prior written consent of the Company, although the Company may assign this
agreement to a subsidiary or affiliate of the Company.

18. It is expressly agreed and understood that there are no verbal agreements or
other understanding between you and the Company or any of its representatives
affecting these agreements and that no alterations or variations of the terms thereof
shall be binding upon either party unless the same are produced in writing and signed
by you and the Company.

Would you please signify your agreement to the terms and conditions set out above by
signing all pages of the duplicate copy and submitting them to the undersigned.

With kind regards.

Yours sincerely,

______________
VP for _______

Conforme:

(NAME) Date