CONTRACT OF EMPLOYMENT

This Contract, executed this _____ day of ____________2000 in ____________________

by and between:

_________________, a corporation duly organized and existing under the laws of the
Philippines with principal office at _____________________________. Represented
herein by its (State Position of Employer's Representative), (State Name of
Representative), (hereinafter referred to as “Employer”);

-and-

____________________________, of legal age, ______________ and with residence at

________________ (hereinafter referred to as “Employee”).

WITNESSETH: That

WHEREAS, the Employer requires the services of a ________________ for employment

in Employer’s business in the Philippines;

WHEREAS, the Employee is willing to perform the above stated functions of a

_________________ for the Employer and to accept the responsibilities arising therefrom,
commitment thereto subject to the terms and conditions hereinafter provided;

NOW THEREFORE, for and in consideration of the foregoing premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I
EMPLOYMENT

Employer hereby employs, engages and hires Employee as a ________________, and

Employee hereby accepts and agrees to such hiring engagement and employment, subject
to the general supervision and pursuant to the orders, advice, and direction of Employer.
Employee shall perform such other duties as are customarily performed by one holding
such position in other, same or similar businesses or enterprise as that engaged in by
Employer and shall additionally render such other and unrelated services and duties as may
be assigned to him from time to time by Employer.

ARTICLE II
DURATION OF EMPLOYMENT

The Employee shall commence his employment in the Philippines on __________. The
initial term of the contract shall be for a period of ____ year/s.
 ARTICLE III
COMPENSATION

Employer shall pay Employee, and Employee shall accept from Employer as basic
payment for Employee’s service hereunder, monthly compensation at the rate of
__________________ while this Contract shall be in force.

ARTICLE IV
BEST EFFORTS OF EMPLOYEE

Employee agrees that he will at all times faithfully, industriously, and to the best of his
ability, experience and talents, perform all of the duties that may be required of him,
pursuant to the express and implicit terms hereof and to the reasonable satisfaction of
Employer. Such duties shall be rendered at the principal office of the Employer and at such
other place or places as Employer shall in good faith require or as the interest, need,
business, or opportunity of Employer shall require.

ARTICLE V
INSURANCE

During the term of this agreement, the Employee will be covered by the Employer’s
standard insurance policy for life, accident and health insurance benefits.

Accident and sickness benefits will be paid according to the policy provided by the
Employer. The Employer’s liability for the consequences of accident or illness contracted
during the term of this Contract will terminate at the end hereof or upon the end of any
extension hereof by prior agreement or by the provisions of the insurance policy.

The Employer will not be entitled to receive any benefits whatsoever from nor under any
claim to compensation of whatever nature against the Employer if the Employee has failed
to disclose to the Employer any fact relating in any way to his health or soundness of body
or mind or to previous medical history.

The Employee may be required to undergo a medical examination from time to time at the
request and expense of the Employer.

ARTICLE VI
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS

Anything herein contained to the contrary notwithstanding, in the event that Employer
shall discontinue operating its business, this Contract shall terminate as of the last day of
the month in which Employer ceases operations.
 ARTICLE VII
OTHER EMPLOYMENT

Employee shall devote all his time, attention, knowledge and skills solely to the business
and interest of the Employer, and Employer shall be entitled to all of benefits, profits or
other issue arising from or incident to all work, services, and advice rendered by the
Employee, and Employee shall not, during the term hereof, be interested directly or
indirectly, in any manner, as partner, officer, director, stockholder, advisor employee or in
any other capacity, in any other business similar to Employer’s business or any allied trade;
provided, however, that nothing herein contained shall be deemed to prevent or limit the
right of Employee to invest any of his surplus funds in capital publicly-owned or regularly
traded in any public exchange, nor shall anything herein contained be deemed to prevent
Employee from investing or limit Employee’s right to invest his surplus funds in real
estate.

ARTICLE VIII
TRADE SECRETS

Employee shall not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate to any person, firm or corporation in any manner whatsoever any
information concerning any matters affecting or relating to the business of Employer,
including but not limited to, the identity of any of its customers, prices at which it sells or
has sold its products, the volume of sales it generates or has generated, and any other
information concerning the business of Employer, its manner of operation, plans, processes
or other data without regard to whether all of the foregoing matters will be deemed
confidential, material, or important. The parties hereto agree that as between them,
important, material, and confidential shall mean that which will affect the effective and
successful conduct of the business of Employer and its goodwill.

Any breach of the stipulations contained in this paragraph shall be considered a material
breach of this Contract. The foregoing terms shall remain in full force and effect for the
period of two (2) years after the termination of Employee’s employment for any reason.

ARTICLE IX
AGREEMENT OUTSIDE THE CONTRACT

This Contract contains the complete employment agreement between the parties and shall,
as of the effective date hereof, supersede all other agreements between the parties. The
parties stipulate that neither of them has made any agreement or any representations,
including the execution or delivery hereof, except such representations as are specifically
set herein, and each of the parties hereto acknowledges that he has relied on his own
judgment in entering into this Contract. The parties hereto acknowledge that any payments
or representations that have been made by either of them to the other are of no effect and
that neither of them has relied thereon in connection with his dealings with the other.
 ARTICLE X
TERMINATION FOR DISABILITY

Notwithstanding anything in this Contract to the contrary, Employer is hereby given the
option to terminate this Contract in the event that Employee shall, during the term hereof,
become permanently disabled, as the term permanently disabled is hereinafter fixed and
defined. Such option shall be exercised by Employer giving notice in writing to the
Employee, by registered mail in care of the Employer at ______________ or to such
address as Employee shall designate, of the Employer’s intention to terminate this
Contract. On giving such notice as described, this Contract shall cease on the last day of
the month in which the notice is mailed.

For the purpose of this Contract, the Employee shall be deemed to have become
permanently disabled, if, during the term hereof, because of ill health, physical or mental
disability or other causes beyond his control, the Employee shall have been continuously
unable or unwilling or shall have failed to perform his duties hereunder for sixty (60)
consecutive days, or, the Employee shall have been unable or unwilling or shall have failed
to perform his duties for a total period of one hundred eighty (180) days, whether or not
such days are consecutive. For the purpose hereof, the term is understood to mean the
term provided in Article II hereof.

ARTICLE XI
SEVERABILITY

All agreements and convenants contained herein are severable, and in the event any of
them, with the exception of those contained in Articles I and III hereof, shall be held to be
invalid by any competent court, this Contract shall be interpreted as if such invalid
agreements or convents were not contained herein.

ARTICLE XII
TERMINATION

This Contract may be terminated by Employee on thirty (30) days written notice to the
Employer. Employee may likewise terminate employment without notice and with pay only
to the date of such termination. It is further agreed that any breach or evasion of any of the
terms of this Contract by either party hereto will result in the immediate termination of this
Contract and will entitle the party suffering the injury and/or breach to all legal remedies
for injunction and/or specific performance as well as to all other legal or equitable remedies
to which such injured party may be entitled hereunder.

IN WITNESS WHEREOF, the parties have hereunto signed this Contract at the date and
place first above-written.

_______________________ ________________________
 SIGNED IN THE PRESENCE OF:

________________________ ________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) SS.

BEFORE ME, a Notary Public for and in ________________, this _____ day of
_________________ personally appeared the following:

NAME CTC NO. DATE/PLACE ISSUED

known to me and to me known to be the same persons who executed the foregoing
Employment Contract and they acknowledged to me that the same is their free and
voluntary act and deed as well as the free and voluntary act and deed of the Corporation
herein represented.

This instrument refers to an Employment Contract and consist of five (5) pages, including
this page on which the acknowledgment is written, duly signed by the parties and their
instrumental witnesses.

WITNESS MY HAND AND SEAL, I have hereunto set my hand and seal this _____ day
of _______________ at __________________________.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2000.