SALES AGENCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: This SALES AGENCY AGREEMENT, made and entered into this ____ day of ________________ 2007 in ______________________________________, Philippines, by and between ___________________________________________________________, a corporation duly organized and existing under Philippines laws and with office address at the __________________________ __________________________________________________________, represented herein by its representative, ___________________________________, hereinafter referred to as the COMPANY; -AND_________________________, a Filipino, of legal age, single/married, and a resident of ________________ ___________________________________________, hereinafter referred to as the ACCOUNT MANAGER. WITNESSETH THAT: 1. SALES AGENT. The COMPANY hereby appoints the ACCOUNT MANAGER as Sales Agent for a period of six (6) months starting on the date first above-written. No employer-employee relationship exists between the parties. The ACCOUNT MANAGER is free to work or seek employment with any firm, organization, person, company, or business entity, other than those prohibited under par. 8 hereof, during the entire period of this Agreement. He is not required to time in or time out at the office of the COMPANY. 2. SALES ALLOWANCE. If the ACCOUNT MANAGER opts to report for work at 8:30 a.m , renders services with the COMPANY as sales agent for at least eight (8) hours in a day and generates monthly sales of at least P30,000.00, he shall be entitled to a daily sales allowance of Three Hundred Twenty Five Pesos (P325.00). He shall also be entitled to a bonus of P1,550.00 each month if he has fully-paid sales of at least P40,000.00. 3. COMMISSIONS AND BONUSES. In addition, if the ACCOUNT MANAGER has fully-paid sales within a one-month cut-off period as indicated below, he shall receive commissions and bonuses as follows: a. If he has fully-paid sales of P50,000.00 or more = five percent (5%) commission (flat rate); b. If he fully-paid sales of P60,000.00 or more = ten percent (10%) commission (flat rate); and c. If he has fully-paid sales of P60,000.00 or more: bonus of P2,500.00; 4. COMMISSIONS AND BONUSES. ACCOUNT MANAGERS who have fully-paid sales of less than P30,000.00 in a month shall have the option to receive a straight commission of TWENTY-FIVE PERCENT (25%) on all fully-paid accounts except that a deduction of P325.00 per day shall be imposed for every day of absence. 5. GROUNDS FOR TERMINATION OF SALES AGENCY AGREEMENT. The COMPANY may terminate this Sales Agency Agreement if the ACCOUNT MANAGER: a. Has fully-paid sales of less than P30,000.00 within any one-month cut-off period; b. Has no sales within any fifteen (15) day period; c. Misappropriates or incurs delay/default in the remittance of sales collections; d. Without any prior notice, fails to report to his assigned office for five (5) consecutive days;

e. Engages in work, part-time or full-time with a company, entity or organization that is deemed a competitor under par. 8 hereof; or f. Violates any rules, policies, regulations or guidelines of the COMPANY. 6. PERIOD OF VALIDITY OF AGREEMENT. This agreement shall be valid and subsisting during the entire period that the ACCOUNT MANAGER continues to render services as Sales Agent of the COMPANY and shall remain in full force and effect for a period of one (1) year from the date that the sales agency of the ACCOUNT MANAGER is terminated, determined as of the time the ACCOUNT MANAGER submits an unconditional statement in writing, duly-received by the COMPANY, terminating his Sales Agency with the COMPANY. 7. RIGHT TO INJUNCTION, DAMAGES, AND OTHER LEGAL REMEDIES. Any violation of any provision of this contract shall give the COMPANY the right to file for injunction and/or a temporary restraining order against the ACCOUNT MANAGER and/or his agent, partners, principals, associates or employers, plus a fifty percent (50%) share in all incomes, dividends, profits, and/or compensation arising from, in relation to, connected with, or as a consequence of the competing venture, plus damages of not less than P50,000.00, attorneys fees of not less than P50,000.00, and costs of suit. 8. OTHER CONDITIONS. The failure of the COMPANY for any reason whatsoever to require or insist upon strict compliance of any of the terms and conditions of this contract shall not be construed as a waiver of its right to enforce the same. The invalidity of any provision hereof shall not affect or impair other provisions which otherwise can be given full force and effect. In addition, the COMPANY retains its absolute and unqualified right to transfer or reassign the ACCOUNT MANAGER to any of its offices at any time even without the consent of the ACCOUNT MANAGER. 9. VENUE. Any suit, action, legal proceeding, or complaint by and/or between the parties shall be commenced or filed exclusively with the proper civil courts of Makati City, Metro Manila and with no other. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on this 3-page Sales Agency Agreement at the place and on the date first above-written.

ACCOUNT MANAGER CTC No. ___________________ Issued At __________________ Issued On _________________

_________________________ CTC No. ___________________ Issued At ___________________ Issued On __________________ WITNESSED BY:

___________________________

___________________________

ACKNOWLEDGEMENT: Republic of the Philippines ) ) S.S. BEFORE ME, a Notary Public, for and in _______________________, this _____ day of 2007, personally appeared the above individuals with their respective Community Tax Certificates, all known to me and to me known to be the same persons who executed the foregoing instrument, and acknowledged to me that the same is their free and voluntary act and deed. This instrument consisting of two pages including this page on which this Acknowledgment is written, is signed by the parties on the date and place first above-written. WITNESS MY HAND AND SEAL this _____ day of ___________ at _________________.

Doc. No. ______; Page No. ______; Book No. ______; Series of 200___.