NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This NON-DISCLOSURE AGREEMENT, made and entered into this _______
day of _________________________, 2007, by and between:

X x x., a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with office
address at x x x x, Philippines, duly represented in this act by
its President/Chief Executive Officer, x x x, herein referred to
as "x x x";

- and -

x x x, of legal age, with address at x x x, hereinafter referred to
as the "Recipient",

WITNESSETH, That:

WHEREAS, x x x is engaged in the business of conducting international x x x x;

WHEREAS, the parties intend to discuss and evaluate the possibility of
entering into a strategic business arrangement with each other, and during such
discussion it may be necessary to disclose certain Confidential Information, as
defined hereunder, to the other party;

WHEREAS, in order to protect the Confidential Information, the parties agree as
follows:

1. DEFINITION

In this Agreement the "Recipient" includes all his agents, associates,
employees, advisors, and other authorized representatives, and x x x
includes all related corporate bodies of x x x and all its agents,
associates, employees, advisors, and other authorized representatives.

"Confidential Information" means all information of any kind, whether in
written or other tangible form or orally or visually furnished, which ought
reasonably and mutually to be understood by the parties to be
confidential or which is mutually identified by them as being confidential
including, but not limited to the following:



(a) information relating to commercial, financial, marketing,
technical, planning or other business affairs and
internal records of both parties;

(b) trade secrets, know-how, methods, techniques, processes,
programs, inventions and other information relating to
products, services or processes marketed or used in
the course business of both parties; and

(c) customer lists and other information relating to other
persons, including customers, subcontractors,
employees, and co-venturers of both parties or any of
their customers or potential customers.

Notwithstanding the foregoing enumeration, in case of doubt as to
whether particular information is confidential, the same shall be treated
as confidential.

2. ACKNOWLEDGMENT

A party may disclose Confidential Information (the "Disclosing Party") to
the other party (the "Recipient"). The Recipient acknowledges the strict
confidential and proprietary nature of all Confidential Information
received from the Disclosing party, and that it has no proprietary right
whatsoever to the Confidential Information unless otherwise mutually
agreed upon in writing by the parties.

3. OBLIGATION TO MAINTAIN CONFIDENTIALITY

Neither party shall, without the prior written consent of the other party:

(a) disclose to any person that it possesses such Confidential
Information;

(b) disclose any or all parts of the Confidential Information to
any person, including any third party or employee of
the parties, unless such persons are required to have
knowledge of the Confidential Information for the
parties to achieve their mutual purposes, as may be
determined by the original disclosing party, and they
have been advised of the confidential and proprietary
nature of the Information and have agreed to protect
the same; or

(c) reproduce, copy or permit to be reproduced or copied
Confidential Information in any medium or form;
Provided, that the receiving party shall AT ALL TIMES
protect the Confidential Information by using the same
degree of care to prevent its unauthorized use,
dissemination or publication as the receiving party
uses to protect its own confidential information of a
like nature, but no less than a reasonable degree of
care, and that the receiving party shall enforce this
Agreement against those persons to whom it is
authorized to disclose the Disclosing Party's
Confidential Information for and on behalf of the
Disclosing Party.

4. EXCLUSIONS

The parties' restrictions under clause 3 shall not apply to Confidential
Information which:

(a) becomes publicly known through no wrongful act of the
parties, or

(b) becomes known to the parties without confidential or
proprietary restriction from a source other than any of
the parties, or

(c) the receiving party can show by written records was
rightfully in its possession prior to this Agreement; or

(d) the receiving party is obliged by law or proper government
authority to disclose, in which case it shall notify the
Disclosing Party in writing of the circumstances under
which such disclosure will be made, including the
nature of the disclosure and the entity to which it is to
be made.

Notwithstanding the above, if the receiving party is obliged or required
by any court or governmental, regulatory, or other body or person, to
disclose Confidential Information, it shall, if so required in writing and for
valid and lawful reasons by the Disclosing Party, and if practicable or
feasible, cooperate with the Disclosing Party in opposing such
requirement or request, subject to the duty of the disclosing party to
equally share with the receiving party the necessary litigation and
related expenses for the purpose.

5. OBLIGATIONS OF THE RECIPIENT PARTY

In consideration of the mutual exchange and disclosure of Confidential
Information, each party undertakes, in relation to the other party's
Confidential Information:

(a) To maintain the same in confidence and to use it solely and
exclusively for the mutual purpose or purposes of the
parties, for which the Confidential Information was
disclosed, and not for any other purpose or benefit or
for the purpose or benefit of any unauthorized third
party;

(b) Not to copy, reproduce, or reduce in writing any part thereof
except as may be reasonably necessary for the
parties' mutual purpose or purposes. Any copies,
reproduction or reductions to writing so made shall be
the property of the Disclosing Party, unless otherwise
agreed in writing by the parties or waived by the
Disclosing Party in writing;

(c) Not to disclose the same whether to its employees or to
third parties, except in confidence to such employees
who need to know the same for the mutual purpose or
purposes of the parties. Both parties undertake that
these employees or third parties are obliged under
their respective contracts of employment or service
agreement or similar confidentiality agreements not to
disclose the Confidential Information;

(d) To be responsible for the performance of sub-clauses (a),
(b) and (c) above on the part of its employees to
whom the same is disclosed pursuant to sub-clause
(c) above; and

(e) To apply thereto security measures and such degree of
care not less than those which the Receiving Party
applies to its own confidential or proprietary
information and which the Recipient warrants as
providing adequate protection of such information
from unauthorized disclosure, copy or use.

6. ASSIGNMENT

This Agreement is not assignable without the other party's prior written
consent. Any attempt by the one party to assign or transfer any of the
rights, obligations or duties of this Agreement without the prior written
consent of the other party shall be void and of no effect.

7. RETURN OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement, the parties shall demand of each
other the immediate return of all copies of documents and materials
containing Confidential Information disclosed to one party by the other,
to the possession or control of the Disclosing Party within (1) one month
from completion of the mutual purpose or purposes of the parties, or
receipt of a written request from the other party, which written request
shall enumerate the specific documents and materials wished by the
disclosing party to be returned to it by the receiving party. The receiving
party shall certify in writing to the Disclosing Party that it retains no copy
and has fully complied with the requirements of this clause.


8. WARRANTY

8.1 Each party reserves all rights it may have by law or contract to its
Confidential Information and no rights or obligation other than
those expressly stated herein are granted or implied from this
Agreement, unless otherwise agreed in writing by the parties.
No license is hereby granted by one party to the other, directly
or indirectly, under any existing patent, invention, discovery,
copyright, trade secret, trademark, service mark, or other
intellectual property held or obtained in the future by either
party.

8.2 Each party warrants that it has full right and authority to enter into
this Agreement, and that it is, unless expressly identified
otherwise, the owner of its respective Confidential Information;
and that it has the right to disclose its Confidential Information
to the other party and to authorize the other party to use the
same for the mutual purpose or purposes of the parties.

8.3 Unless otherwise stated in this Agreement, no warranty, express or
implied, in the Confidential Information disclosed is granted by
this Agreement, and warranties of merchantability, fitness for a
particular purpose, accuracy or completeness are hereby
disclaimed. Neither party shall be liable for any special, indirect
or consequential damages, regardless of the form of action
and even if such party is advised as to the possibility of such
damages, except in cases of malice, bad faith and tortuous
acts.

8.4 The parties agree that unless and until a definite and final
agreement between them with respect to the possible joint
venture or business strategic arrangement has been executed
and delivered, neither party will be under any legal obligation of
any kind with respect to such strategic business arrangement,
except for the matters specifically agreed upon in this
Agreement and in such other supplemental or subsequent
agreements that the parties may execute in writing in relation
to this Agreement.

9. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding
between the parties concerning the confidentiality of this Agreement and
supersedes all previous agreements, negotiations, commitments,
writings, and discussions between them as to the subject prior to the
date hereof. There are no prior representations or warranties between
the parties relating to the Confidentiality Information of this Agreement.

If any term or provision of this Agreement should be declared illegal or
invalid by a court of competent jurisdiction, the remaining terms and
provisions of this Agreement shall remain unimpaired and in full force.
10. TERM

The term of this Agreement shall be five (5) years from the date of
execution of this Agreement by both parties' duly authorized
representatives. Either party can terminate this Agreement without
cause upon written notice to the other party at least thirty (30) days prior
to the intended date of termination. Notwithstanding the expiration or
termination of this Agreement, the obligation of the parties to protect
Confidential Information and the restrictions on use of Confidential
Information shall survive for the period of five (5) years counted from the
date of such expiration or termination.

11. NOTIFICATION

The parties agree to immediately notify each other in writing if any one
of them becomes aware of any disclosure of Confidential Information
that it knows or believes to be unauthorized by the other party.

All notices under this Agreement shall be in writing and shall be sent
personally, by facsimile, or registered mail to the party being served at
its address specified above and marked for the attention of such party's
signatory in this Agreement. The date of service shall be deemed to be
the date of transmittal by the sending party, if the notice is sent by
facsimile or the date of actual receipt of the notice is sent personally or
by registered mail.

12. FORCE MAJEURE

Neither of the parties shall be considered in breach of an obligation
under the Agreement to the extent such party can establish that
fulfilment of the obligation has been prevented by force majeure. Force
majeure, for the purposes of this Agreement, shall include acts of God,
war (declared or undeclared), hostilities, rebellion, insurrections, acts of
terrorism, actual or threatened, any act of any government, any
instrumentality or agency thereof, or any act or cause which is
reasonably beyond the control of such party ; Provided, that the party
prevented from or hindered or delayed in performance by any such
cause shall have used its best efforts to avoid, overcome, mitigate and
offset its effects. The party so prevented from or hindered or delayed in
complying herewith shall immediately give written notice thereof to the
other party and shall continue to take any action within its power to
comply as fully as possible with its obligations hereunder.

13. LIABILITY AND DISPUTE SETTLEMENT

13.1 Should any party breach any material provision of this Agreement,
which breach may be established by substantial evidence in
arbitration proceedings outlined herein, and unless the breach
shall have been caused by force majeure, such party shall be
liable for damages to the other party in an amount to be
determined by the arbitration panel.
13.2 Any dispute or difference between the parties relating to their rights
or obligations under this Agreement shall first be referred for
consideration by each party by notice in writing to the other
party. If the dispute or difference is not resolved within a period
of sixty (60) days, then either party may submit the dispute for
arbitration in accordance with the following:

13.2.1 The arbitration proceedings shall be conducted in
accordance with the rules of procedure for arbitration
of the Philippine Chamber of Commerce and Industry.
Each Party shall appoint one arbitrator. The
arbitrators thus appointed shall select a third arbitrator
who shall act as the presiding arbitrator of the tribunal
or panel;

13.2.2 Unless agreed otherwise by the Parties, the arbitration
shall be conducted in the English language in Metro
Manila, Philippines;

13.2.3 The Parties agree that this arbitration clause is an
explicit waiver of immunity against validity and
enforcement of the award or any judgment thereon
made pursuant thereto and that such award or
judgment thereon, if unsatisfied, shall be enforceable
in any court having jurisdiction in accordance with its
laws against any party participating in the arbitration;

13.2.4 The parties agree that the award of the arbitration
tribunal shall be the sole remedy for all claims and
counterclaims concerning the matter in dispute
presented to the arbitration tribunal. The costs,
expenses, fees, and charges of the arbitration
proceedings shall be equally shared by the parties.

14. GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with
the laws of the Republic of the Philippines.