February 20, 2006

Ms. Eva L. Beltran

President CEO
DermMD-Aesthetic Dermatology and Surgery Center

Dear Madam,

Thank you for considering the services of AlaehSoft Solutions Inc as a partner for the
IT requirements of DermMD-Aesthetic Dermatology and Surgery Center.
Attached herewith is our proposal for your initial requirement.

We hope to establish a long-term beneficial relationship with you. Should you need
further assistance and inquiries, please feel free to contact us and we would be most
pleased to
assist you.

We look forward to your favorable response on this matter.

Very truly yours,

Allan M. Andal
Project Manager, AlaehSoft Solutions Inc.
G/F FML Bldg, 166 P. Torres St,
Lipa City 4217, Batangas
Tel No. : (043) 981-0111
Mobile : 09212187665
Website : http://www.alaehsoft.com
Email : allan.andal@alaehsoft.com

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
What is AlaehSoft Solutions?

AlaehSoft Solutions Inc. is an IT service provider specializing in web, application, and

systems design and development. Recognizing the significant importance of
information technology in the present highly competitive and fast changing business
environment, we provide high quality, valuable e-business solutions for organizations
to easily incorporate, efficiently execute, and effectively manage their business
operations and processes through their IT infrastructure. Where an IT solution needs
not to be expensive, we bring total quality solutions at industry low cost.

We also offer our services to IT outsourcing companies in transforming their customer

needs and requirements into tangible solutions.

Project Approach and Methodology

At AlaehSoft, we use the best practices in the IT industry. Rational Unified Process™
(RUP) of Rational Software, after gaining widespread industry acceptance, becomes
the standard in modern development.

Our methodology comes from proven effective approach in software design &
development. One common denominator in these processes is that they are iterative
or incremental.

In an iterative lifecycle, the iterations are planned in order to address the identified
key risks in descending order of importance. Since the iteration produces a tested
executable, it is possible to verify whether a targeted risk has been mitigated or not.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
Site Portfolio

Alaeh!SHIRT – Opisyal Tisyert ng Batangenyo

A website designed and developed by AlaehSoft for Mr. Jun Latay, owner of
Alaeh!SHIRT. This site, powered by AlaehSoft's Content Management
System, serves as his online catalog in displaying their vast array of novelty
shirts and designs. AlaehSoft also provide the hosting solution for this
website.

BSP Online Statistical Database

In partnership with Ecommsite Solutions Inc, AlaehSoft was assigned to

develop Central Bank of the Philippines' Online Statistical Database.
AlaehSoft was able to integrate their DBank based time series reports to
their new website.

PEZA Online Environment Corner

In partnership with i4Asia Inc, PEZA Online Environment Corner is a

dynamic website powered Content Management System (CMS) and Online
Submission of ECC Applications. AlaehSoft provide all the programming
requirements for this website.

http://environment.peza.gov.ph

BSCI MatrixCoils.com

A website monitored by Boston Scientific medical professionals and clients,

in partnership with i4Asia Inc., this website has been outsourced to
AlaehSoft for design and performance optimatization wherein cross-browser
compatibility takes a big challenge.

http://www.matrixcoils.com
http://www.neuroformstent.com

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
Understanding the Terms of Reference

PROPOSAL

AlaehSoft now proposes to undertake the development of DermMD Website.

Duties and Responsibilities of AlaehSoft:

• Conceptualize the design of the website according to client’s requirements.
• Develop the website
• Deploy the website

Deliverables from client:

• All text contents and pictures shall be supplied by the client to AlaehSoft.
AlaehSoft requires the CLIENT to provide 80% of materials before the start of
the whole project.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
Integrated Plan

Media Assets

AlaehSoft can assist in the digital conversion of CLIENT’s media assets

(pictures, sounds, video clips, etc.).

Security

Procedures will be endorsed to apply security procedures such as centralized

management of system user accounts and privileges to avoid internal security
risks and the vigilant monitoring of operating system updates and patches to
avoid the compromise of the systems from external parties. Hackers often exploit
loopholes in operating system; hence AlaehSoft will be proactive in applying
patches and updates, and if necessary assist the client’s own system
administrators how to do so. AlaehSoft has its own network systems and security
specialists who can go over and audit the system and security policies in place.

Usability

AlaehSoft will design the sites in such a way as to be user-friendly yet compelling
and engaging as well. Since the client is aiming for broad appeal, AlaehSoft will
design the pages in such a way that they be accessible via any browser (IE,
Netscape, Opera, etc.) without need to install additional components or plugins
except where due to the nature of the content it is required (such as panoramic
photos, flash content etc.). Although the sites itself will be optimized for browser
versions 4 and above (through the use of Cascading Style Sheets, Javascript,
etc.), AlaehSoft will design the pages in such a way that they degrade gracefully
and will still be usable to people using older browsers (up to V. 4).

Optional Services:

Content Management System

It is a database-driven content management system for timely and easy

updating of contents of a website. The Content Management System puts control
of the website content directly in the hands of your staff without requiring
complicated web-related technical skills.

Monitoring and Management

After completion and turnover of completed web site, AlaehSoft can provide the
client the following services as part of the project outsourcing scope:

Page Check Make sure that site is running and is

online and there are no broken or orphan
links
FTP Server Check Make sure that FTP services for uploading
pages are running. All outage of service
will be reported immediately to
administrators
Search engine AlaehSoft will submit and monitor the
placements and website on major local and international
AlaehSoft Solutions Inc.
http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
assistance search engines and catalogs.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
PROJECT SCHEDULE

AlaehSoft Solutions
Client
Content Graphics Development
Systems Design / Planning
Initial submission of
specifications,
Review of
process flow Site architecture,
Concept design specifications,
Contract signing System design
system design
Initial down
payment
Approval / finalization of site structure, site plan, and concept design
Research on unique Graphic and layout
Development system design begins Programming /
Integration of content and design
development ,
Approval of mock-up
System prototype
Integration / Testing
Minor changes
/ QA
Submission of system beta
Approval of Beta
Test launch: uploading, debugging, minor corrections
Project finished

Turnover
Full payment
Training
Maintenance begins

Project Time Line

The target project duration is 26 working days, which will commence upon
signing of this conforme or contract.

Major Project Milestones: The Sign-off and approval process

At each major project milestone to be defined in the scooping and brainstorming

period, there will be a review and sign-off process so as to facilitate constant
evaluation and monitoring of project progress and that project expectations are
clearly defined.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
Development Costs and Timeline

AlaehSoft values this opportunity to forge a long lasting relationship with you. We
can provide you with high quality service and offer your organization better “value for
money”. We believe our fees reflect the competitive nature of today’s market, while
allowing for the level of professional expertise and services necessary to meet your
needs.

Our estimates are designed to reflect the size and parameters of the engagement as
we understand them and are based on the anticipated skill level and experience of
the resources needed for the engagement, the complexity of the issues and the time
required by the developers who will be developing the project.

Service Description Unit Cost Total Cost

Promo Website Package

• Customized web design
• Up to 15 static web pages
5,000 5,000
• Free 1 year domain registration (yourname.com)
• Free 3 months web hosting (Starter Plan)
• Free guestbook

Optional
Content Management System (CMS) for
10,000 10,000
Membership, Services, Products update
tool

Domain Name Registration

Ex: www.dermmd.com
1 year FREE
(exact domain will depend on
availability)

Web Hosting
3 months FREE
Starter Plan

12 % VAT 1,800
Total Php 16,800.00

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
 Web Hosting Packages

We are offering both Linux and Windows based hosting services; please refer to
appropriate features accordingly.

Hosting Plan Starter Advanced Premium

Quarterly 1,500/3mos 3,000/3mos 5,000/3months
Semi-Annual
2,850/6mos 5,700/6mos 9,500/6mos
(5% discount)
Annual
5,400/year 10,800/year 18,000/year
(10% discount)

Features
Web Server Starter Advanced Premium
Apache/IIS Yes Yes Yes
Disk Space 30M 100M 300M
Bandwidth 1G 3G 10G
Sub-domains No 1 3
PHP Yes Yes Yes
PERL Yes Yes Yes
WebStats Report Yes Yes Yes
Database
(only one database type allowed per Starter Advanced Premium
hosting account)
MySQL 4.x None 1 3
Microsoft SQL 2000 None 1 3
PostgreSQL None 1 3
Microsoft Access Yes Yes Yes
Email Starter Advanced Premium
Maximum Users 5 15 30
Webmail Yes Yes Yes
Mailing Lists Yes Yes Yes
Vacation Autoresponder Yes Yes Yes
Antivirus Yes Yes Yes
Spam Filtering Yes Yes Yes
Maximum Users Yes Yes Yes
Services Starter Advanced Premium
FTP Yes Yes Yes
Logs Yes Yes Yes
CRON No No Yes
SSH No No Yes

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
TERMS and CONDITIONS:

1. Applicable taxes. Prices inclusive of 12% VAT

2. Out-of-pocket expenses. The agreement excludes out-of-pocket expenses including travel and
various administrative services such as communication, facsimiles and reproduction. Out-of-
pocket expenses will be billed as incurred and will be subject to review and approval by the
CLIENT.

3. Development on-site. Development and system management will be done remotely. Any
changes requiring on-site visits will be subject to subject to the terms outlined previously on out-
of-pocket expenses.

4. Payment Terms. Payables are:

a) 40% down payment upon signing of conforme/contract.
b) 30% upon client User Acceptance Testing (UAT)
c) 30% upon ALAEHSOFT SOLUTIONS turnover of the project and project sign-off with
CLIENT.

5. Payment of Invoices. Properly submitted invoices shall be paid within ten business (10) days of
the billing date (or such other date as may be indicated in the Proposal or Engagement Letter to
which these Standard Terms and Conditions are attached) Without limiting its rights or remedies,
ALAEHSOFT SOLUTIONS shall have the right to halt or terminate entirely its services until payment
is received on past due invoices. ALAEHSOFT SOLUTIONS reserves the right to add a 3%
surcharge every week on the billing not paid after the due date.

6. Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate
on the completion of ALAEHSOFT SOLUTIONS services hereunder. This engagement may be
terminated by either party at any time by giving written notice to the other party not less than 30
calendar days before the effective date of termination.

7. Ownership.

a) Intellectual Property. Any material, such as images, graphics, sound, music, custom
coding or scripts, text and any other material supplied by the CLIENT to ALAEHSOFT shall
remain the property of its owner, whether it’s the CLIENT or a 3rd party. ALAEHSOFT
assumes that any item or material supplied by the CLIENT for its project, are legally and
lawfully obtained by the latter. The CLIENT shall assume all legal rights and
responsibilities of obtaining any materials that it supplies to ALAEHSOFT for its project.
The CLIENT shall be held responsible for any unlawfully obtained materials and related
fees it supplies to ALAEHSOFT for its project. This would include, but not limited to legal
fees, court fees, lawyer fees, copyright violation fee, and all fees that would apply from a
copyright infringement lawsuit.

b) ALAEHSOFT SOLUTIONS Technology. ALAEHSOFT SOLUTIONS has created, acquired or

otherwise has rights in, and may, in connection with the performance of services
hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various
concepts, ideas, methods, methodologies, procedures, processes, know-how, and
techniques; models (including, without limitation, function, process, system and data
models); templates; the generalized features of the structure, sequence and organization
of software, user interfaces and screen designs; general purpose consulting and software
tools, utilities and routines; and logic, coherence and methods of operation of systems
(collectively, the “ALAEHSOFT SOLUTIONS Technology”).

b) Ownership of Deliverables. Except as provided below, upon full and final payment to
ALAEHSOFT SOLUTIONS hereunder, the tangible items specified as deliverables or work
product in the engagement letter or proposal to which these terms are attached (the
“Deliverables”) will become the property of CLIENT. To the extent that any ALAEHSOFT
SOLUTIONS Technology is contained in any of the Deliverables, ALAEHSOFT SOLUTIONS
hereby grants CLIENT, upon full and final payment to ALAEHSOFT hereunder, a royalty-
AlaehSoft Solutions Inc.
http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
free paid-up, non-exclusive license to use such ALAEHSOFT SOLUTIONS Technology in
connection with the Deliverables.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
 c) Ownership of ALAEHSOFT SOLUTIONS Property. To the extent that ALAEHSOFT
SOLUTIONS utilizes any of its property (including, without limitation, the ALAEHSOFT
SOLUTIONS Technology or any hardware or software of ALAEHSOFT SOLUTIONS) in
connection with the performance of services hereunder, such property shall remain the
property of ALAEHSOFT SOLUTIONS and, except for the license expressly granted in the
preceding paragraph, CLIENT shall acquire no right or interest in such property. Nothing
in this Agreement shall be construed as precluding or limiting in any way the right of
ALAEHSOFT SOLUTIONS to provide consulting or other services of any kind or nature
whatsoever to any person or entity as ALAEHSOFT SOLUTIONS in its sole discretion
deems appropriate. In addition, and notwithstanding anything in this Agreement to the
contrary, the parties acknowledge and agree that (a) ALAEHSOFT SOLUTIONS will own all
right, title, and interest, including, without limitation, all rights under all copyright, patent
and other intellectual property laws, in and to the ALAEHSOFT SOLUTIONS Technology
and (b) ALAEHSOFT SOLUTIONS may employ, modify, disclose, and otherwise exploit the
ALAEHSOFT SOLUTIONS Technology (including, without limitation, providing services or
creating programming or materials for other clients).

8. Warranties. ALAEHSOFT SOLUTIONS extends a 30 day warranty for all projects for CLIENTs.

9. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. ALAEHSOFT SOLUTIONS

WARRANTS THAT IT WILL PERFORM SERVICES HEREUNDER IN GOOD FAITH.
ALAEHSOFT SOLUTIONS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation on Damages. CLIENT agrees that ALAEHSOFT SOLUTIONS, its partners, principals,
and employees shall not be liable to CLIENT for any actions, damages, claims, liabilities, costs
expenses, or losses in any way arising out of or relating to the services performed hereunder for
an aggregate amount in excess of the fees paid by CLIENT to ALAEHSOFT SOLUTIONS under this
engagement. In no event shall ALAEHSOFT SOLUTIONS, its partners, principals, or employees be
liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs,
expenses, or losses (including, without limitation, lost profits and opportunity costs). In
furtherance and not in limitation of the foregoing, ALAEHSOFT SOLUTIONS will not be liable in
respect of any decisions made by CLIENT as a result of the performance by ALAEHSOFT
SOLUTIONS of its services hereunder. The provisions of this Paragraph shall apply regardless of
the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute,
tort (including, without limitation, negligence), or otherwise.

11. Project sign-off. At each major project milestone to be defined in the scoping and
brainstorming period, there will be a review and sign-off process so as to facilitate constant
evaluation and monitoring of project progress and that project expectations are clearly defined.
All deliverables are warranted to be in conformance with the CLIENT’s specifications
provided that they submit their materials on a one-time and on-time basis.

12. Change requests. Modifications or changes outside the scope of this agreement or after
turnover and sign-off would mean consideration for additional charges or new and separate
agreements.

13. Force Majeure. Neither CLIENT nor ALAEHSOFT shall be liable for any delays resulting from
circumstances or causes beyond its reasonable control, including, without limitation, fire or other
casualty, act of God, strike or labor dispute, war or other violence, or any law, order or
requirement of any governmental agency or authority.

14. Limitation on Actions. No action, regardless of form, arising under or relating to this
engagement, may be brought by either party more than one year after the cause of action has
accrued, except that an action for non-payment may be brought by a party not later than one
year following the date of the last payment due to such party hereunder.

15. Independent Contractor. It is understood and agreed that each of the parties hereto is an
independent contractor and that neither party is, nor shall be considered to be, an agent,
distributor or representative of the other. Neither party shall act or represent itself, directly or by

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
implication, as an agent of the other or in any manner assume or create any obligation on behalf
of, or in the name of, the other.

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111
 16. Confidentiality. ALAEHSOFT acknowledges that all material and information supplied by the
CLIENT which has or will come into ALAEHSOFT’s possession or knowledge in connection with its
performance hereunder, is to be considered the CLIENT’s confidential and proprietary information
(the “Confidential Information”. By way of illustration, but not as a limitation, Confidential
Information includes the trade secrets, processes, data, know-how, program codes,
documentation, flowcharts, algorithms, marketing plans, forecasts, unpublished financial
statements, budgets, licenses, prices, costs and employee and customer lists, all passwords and
high security issues. ALAEHSOFT’s undertakings and obligations under this Section will not apply,
however, to any Confidential Information which:
a) is or becomes generally known to the public through no action on ALAEHSOFT’s part,
b) is generally disclosed to third parties by the CLIENT without restriction on such third
party, or
c) is approved for release by written authorization of the CLIENT

17. Severability. In the event that any term or provision of this Agreement shall be held to be
invalid, void or unenforceable, then the remainder of this Agreement shall not be affected,
impaired or invalidated, and each such term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

18. Entire Agreement. These terms, and the Proposal or Engagement Letter to which these terms
are appended, including Exhibits, constitute the entire agreement between ALAEHSOFT and
CLIENT with respect to the subject matter hereof and supersede all other oral and written
representation, understandings or agreements relating to the subject matter hereof.

Conformed:

Upon signing of this conforme, the client agrees to the terms and conditions of the
proposal.

Allan M. Andal Eva L. Beltran

AlaehSoft Solutions, Inc. DermMD - Aesthetic Dermatology and Surgery
Center
Date : ____________
Date : ____________

AlaehSoft Solutions Inc.

http://www.alaehsoft.com | info@alaehsoft.com
G/F FML Bldg. 166 P. Torres St., Lipa City 4217, Batangas, Philippines
+63 43 981-0111