LEGAL CONTRACT OF SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT made and executed by and between:

Albert D. Cruz, (hereinafter referred to as the "CLIENT");

- and -

Gianan Law Office, a law firm organized under and by virtue of the
laws of the Republic of the Philippines as a general professional
partnership, with principal office at 3rd Floor, The Fiat
Lopez Jaena St., Jaro, Iloilo City, Philippines, and represented in this act by
its Managing Partner, Atty. Meryshel S. Gianan, (hereinafter referred to as
the "LAW FIRM"

WITNESSETH: That -

WHEREAS, the LAW FIRM has offered its professional legal services to

the CLIENT and CLIENT agrees to retain the professional legal

services of the LAW FIRM 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 LAW

FIRM, by these presents, have entered, as they hereby enter, into a

contract of services whereby the LAW FIRM 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 LAW FIRM, while in the performance of its duties, shall be entitled to

a fixed monthly retainer fee of PESOS: Three Thousand (P 3,000.00);

3. The LAW FIRM shall make itself available for ready consultation by

the CLIENT or its duly authorized officers in all matters or business

requiring legal advice and opinion affecting the said corporation in general.

Written opinions rendered by the LAW FIRM on matters affecting the

business and operations of the corporation shall be subject to

confirmations;

4. The LAW FIRM 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 fees or charge at the following rates:

(Notarial Rates)

5. In case of extra-judicial foreclosure of mortgage endorsed to the LAW

FIRM by the CLIENT, the attorney's fees shall be at the rates provided as

follows:

(Rates of Legal Foreclosure)Fees on

6. In collection cases other than extra-judicial foreclosure of mortgage, the

attorney's fees shall be at the rates provided as follows:

(Rates of Legal Fees for Collection Cases)

7. The LAW FIRM 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;

8. The LAW FIRM shall not compromise or settle judicially or extra-judicially

any account, foreclosure proceeding or suit wherein the CLIENT is a party,

without the written consent and conformity of the CLIENT or his duly

authorized officer;
9. Routinary 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;

10. The LAW FIRM shall, whenever requested by

the CLIENT take immediate measures to investigate the

facts and ascertain the legal position of the CLIENT concerning any

accidents, claim or liability, and shall on such cases do what may be

required for the protection of the CLIENT. The LAW FIRM may represent

the CLIENT in all suits and proceedings pending or which may be pending

in Bacolod City or its environs wherein the CLIENT is a party, or its rights or

interest are involve, at the direction of the CLIENT;

11. The LAW FIRM shall keep in its office a docket of record in which it

shall cause to be recorded all proceedings connected with nay action which

the CLIENT is interested and shall keep such other records necessary to

preserve a complete history of the business of the CLIENT entrusted to its

charge. Said docket and records shall be subject to

the inspection and control of the CLIENT or his representative;

12. The LAW FIRM shall submit to the CLIENT at least once every quarter

or as often as required, written reports on all pending matters handled by

the LAW FIRM for the CLIENT;

13. The LAW FIRM, in addition to the herein enumerated services, shall

well and faithfully serve the CLIENT and shall at all times devote its whole

time and attention to the assignments and tasks given and/or entrusted to it

by the CLIENT and shall do and perform all such services, acts and things

connected therewith as the CLIENT shall from time to time direct; nor shall

the LAW FIRM at any time get itself in a situation where a

conflict of interest may arise between those of the CLIENT and the LAW

FIRM and/or its CLIENTS;

14. The LAW FIRM 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

nay 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;

15. It is understood and agreed that nothing in this contract shall be

construed as establishing the relationship of employer-employee between

the CLIENT and the LAW FIRM, including its personnel;

16. Any violation of the terms and conditions of this contract by the LAW

FIRM shall give the CLIENT the option to rescind or cancel immediately the

contract without necessity of judicial proceedings;

17. The CLIENT reserves the right to terminate this Agreement without

need of cause or reason upon thirty-day written notice to the LAW FIRM.

IN WITNESS WHEREOF, the parties have signed this instrument this

_____________ at _____________, Philippines.

CLIENT LAW FIRM

By: _____________By: Managing Partner

SIGNED IN THE PRESENCE OF

_________________ _________________