STRICTLY PRIVATE &

CONFIDENTIAL

_________________________

_________________________
_________________________
_________________________

Attention: _________________________

Subject: Engagement Agreement

Dear _________________________:

We confirm our Firms agreement and availability to act as your legal

counsel, under the following proposed terms and conditions:

Section 1. Commencement Date: This Agreement shall

commence upon your conformity hereof.

Section 2. Scope of Legal Work and Services: The Firm shall

provide you with legal services in connection with ___________ Case No.
______________ entitled ______________________, pending before the
____________________.

Section 3. Legal Fees:

i. Engagement Fee: The Firm waives the usual Engagement Fee

being charged to its clients.

ii. Appearance Fees and Legal Charges: For the legal work to be
rendered by our Firm, we shall bill you based on the following schedule:

Appearance Fee for Hearings,

Conferences and/or Meetings - ________________
Preparation and Submission
 of Answer (depending on
the complexity) - ____________________

Preparation and Submission

of Other Pleadings - ____________________

iii. Responsibility and Success Premium: The Firm shall be

entitled to a Responsibility and Success Premium for legal services rendered
by the Firm which greatly benefit you or as the circumstances will warrant.

Section 4. Out-of-Pocket Expenses: All out-of-pocket expenses

shall be for your account. These out-of-pocket expenses may include, but
are not limited to the following:

a) Long distance telephone calls, facsimile charges,

telex and cable charges, mailing charges, messengerial
services, printing and document reproduction charges, and
notarial fees;

b) Filing fees in judicial, quasi-judicial and

administrative agencies, sheriffs fees and cost of stenographic
notes;

c) Transportation expenses incurred in

appearances in or visits to judicial, quasi-judicial and
administrative agencies or for conferences outside our offices
within Metro Manila area [_________ within Makati,
_________ within Manila/Pasig
(Capitolyo)/Paraaque/Pasay/Mandaluyong/San Juan;
_________ within Quezon City; _________within Caloocan;
and _________ within
Marikina/Valenzuela/Malabon/Muntinlupa/Navotas/Tagui
g/Pateros/Las Pias/Pasig (Municipal Hall), one-way only];
and

d) For out-of-Metro Manila and overseas

assignments for specific tasks upon your instructions, all hotel
accommodation, air fare and other expenses shall be for your
account. In addition, a per diem of _________/day/lawyer
for out of Metro Manila assignments and
_________/day/lawyer for overseas assignments].

Section 5. Deposit for Expenses: Upon your conformity to this

Agreement, we shall require a deposit of _________ (_________). The said
amount shall be credited to your account to cover out-of-pocket expenses
that may be incurred in connection with the legal services to be provided by
the Firm. The said amount covering the expenses shall be liquidated in our
statement of account.

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 Section 6. Interest Charges: Unpaid legal fees shall be charged
one percent (1%) interest per month starting thirty (30) days after receipt of
the first billing. Further, any amount advanced by the Firm for your account
shall be one percent (1%) interest per month from the date the amount was
disbursed.

Section 7. Taxes: Our legal fees are not subject to withholding tax.
However, the twelve percent (12%) Value-Added Tax, as mandated by
government regulations, shall be added to your billings, if applicable. All
other applicable taxes shall be for your account.

Section 8. Reports: The Firm shall provide you with written

reports on the status of the legal work rendered by us and furnish you with
copies of important papers, documents, pleadings, motions and orders at the
appropriate time.

Section 9. Conflict of Interests: The rules of legal ethics inhibit us

from accepting an engagement involving the prosecution or defense of your
interests which may be adversary to those of another client of our Firm, in
cases where we have previously represented such client in respect of the
same set of facts or events. The conflict of interests may not be readily
discernible at the time we accept a specific engagement from a client;
accordingly, we reserve the right to withdraw from representing you should
such conflict eventually develop or become apparent.

The Firm, however, may agree on a case-to-case basis to act as

transaction counsel to reduce into appropriate legal document the basic
economic terms reached independently, without involvement of the Firm,
by the parties both of whom are clients of the Firm.

Section 10. Lawyers-in-Charge: Our ATTYS.

_________________________ and _________________________ shall be the
lawyers primarily responsible in handling your account. Other lawyers of
the Firm will assist them when appropriate.

Section 11. Termination: This Engagement Agreement shall be

subject to termination by either party upon thirty (30) days prior written
notice, without prejudice to any accrued and outstanding legal fees and out-
of-pocket expenses owing to the Firm.

Please be assured that the Firm will do its best to render its services in
a manner that will be of greatest assistance to you.
Should the foregoing terms be acceptable, please indicate your
conformity by signing in the space provided below and return a signed copy
to us for our files.

Very truly yours,

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CONFORME: