RETAINER AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT made and executed by and between:

APPLIED BALANCE hereinafter referred to as the "CLIENT";

- and -

Atty. DOUGLAS J BALDADO JR, with principal office at Larena

Drive, Motong Dumaguete City, Philippines, and hereinafter referred to
as the "LAWYER";

WITNESSETH:

WHEREAS, the LAWYER has offered his professional legal

services to the CLIENT and CLIENT agrees to retain the professional legal
services of the LAWYER under a retainership basis, subject to the terms
and conditions hereinafter stipulated:

NOW THEREFORE, for and in consideration of the mutual

covenants and agreements herein agreed upon, the CLIENT and the
LAWYER, by these presents, have entered, as they hereby enter, into a
contract of services whereby the LAWYER shall render legal services to
the CLIENT, under the following terms and conditions:

1. The term or duration of this contract shall be for one (1) year
effective upon signing of this agreement and shall automatically renewed
on a year to year basis unless either party pre-terminates the same upon
serving a thirty (30) day-prior written notice to the other party, without
need of cause;

2. The LAWYER, while in the performance of its duties, shall be

entitled to a fixed monthly retainer fee of One Thousand Five Hundred
Pesos (P1,500);

3. The LAWYER shall make itself available for ready consultation by

the CLIENT in all matters or business requiring legal advice and opinion
affecting the said company in general. Written opinions rendered by the
LAWYER on matters affecting the business and operations of the
corporation shall be subject to confirmations;
4. The LAWYER shall render documentation and notarial services to
the CLIENT as part of this retainership. Client documents shall be
notarized free of charge while documents requiring the participation and
signature of a party other than the Client shall be subject to additional
fees and charges.

5. The LAWYER shall handle other cases as referred to it by the CLIENT

for a fee that shall be determined by mutual agreement of the law firm
and the CLIENT, on a case to case basis, such as, but not limited to, all
suits or cases for or against the CLIENT, including officers and
employees of the CLIENT sued in their official capacity;

6. Clerical and routine expenses for mailing of demand letters,

pleadings to court and copies thereof to adverse parties, costs of
photocopy of evidentiary documents, payment of stenographic notes,
costs of publications of notices, as well as filing fees and other legal
expenses in court and other appropriate government offices shall be for
the account of the CLIENT;

7. The LAWYER shall not, either during the term of this contract or any
time thereafter, use or disclose to any person, office, corporation or entity
any confidential information concerning the affairs of the CLIENT which
he may have acquired in the course of or as incident to this contract for
its own benefit, or to the detriment or probable detriment of the CLIENT;

8. Any violation of the terms and conditions of this contract by the

LAWYER shall give the CLIENT the option to rescind or cancel
immediately the contract without necessity of judicial proceedings;

9. The LAWYER reserves the right to terminate this Agreement upon

giving a thirty-day written notice to the CLIENT;

10. Likewise, the Client has the right to terminate this Agreement upon
giving a thirty-day written notice to the LAWYER.

IN WITNESS WHEREOF, the parties have signed this instrument

this _____________ at Dumaguete City, Philippines.

__________________________________ ______________________________
CLIENT REPRESENTATIVE LAWYER