Bert Rodriguez

Branch Manager, JEAG Enterprises

1125 Kamias Road, Quezon City


MONTHLY RETAINER AGREEMENT



Dear Mr. Rodriguez,

Greetings from the Gancayco, Balasbas and Associates!

In accordance with our verbal agreement, we respectfully submit for your
consideration the following retainer proposal:

Scope of Services by the Retainer Fee :

1. Ordinary or usual corporate housekeeping services, like the
filing of the yearly General Information Sheet;

2. Consultation, advice and opinions, including but not limited
to general law, property and tax law, corporate and labor matters, but
excluding such opinions as will require exhaustive research and extended
studies;

3. Preparation and review of routine contracts, and
representation with private persons and entities, but excluding those requiring
extensive negotiations;

4. Representation before and routine verifications with
government offices and agencies within Metro Manila, but excluding formal
administrative or quasi-judicial proceedings; and

5. Notarial services.

6. Services as Corporate Secretary, which includes preparation of
Minutes, Resolutions, Certificates, and records keeping.










Retainer Fees:

Checkbox Monthly Fee Item Coverage
1 5,000 5
2 15,000 1, 2, 3
3 40,000 1 - 5
*please check your desired package inclusion

Commencement Date: The retainer arrangement shall take effect on
_________________ 201__, subject to termination by either party upon a THIRTY
[30] day advance written notice.


Terms and Conditions:

1.) Services Outside the Scope of the Retainer Arrangement: It is
understood that services not specifically mentioned as covered by
the retainer fee shall be considered as excluded therefrom,
including but not limited to the following:
a. Litigation
b. Special corporate services, including but not limited to:
i. Amendments to the Articles of Incorporation and/or
By-Laws,
ii. Formation of a new corporation or other business
entities
iii. Increase of authorized or paid-up capital, mergers
and consolidations
iv. registration under the Securities Act, and
v. registration/dealings with the Register of De
vi. eds, Bureau of Internal Revenue, City Assessors Office,
Board of Investments, Patents Office, and other government
agencies;

c. Legal opinions requiring extensive and extended studies

d. Formal administrative or quasi-judicial proceedings;

e. Preparation of contracts, and representation with private persons
and entities requiring extensive negotiations.





2.) Reimbursements: All out-of-pocket expenses [e.g., cost of
reproduction copies, per diems and expenses incurred for work
undertaken outside Metro Manila, transportation, mailing,
telephone call and fax charges, etc.] shall be for your account.
Should the need arise, cash advances for expenses to be incurred
on your behalf will be requested and liquidated as soon as
possible.Services shall only begin upon deposit of the right
amount

3.) Date of Statement : The monthly retainer statement of account is
customarily sent before the FIFTH [5
th
] day of each month

4.) All payments are strictly due within 30 days upon billing


Please signify your conformity to all of the foregoing by signing this letter on
the space provided hereinbelow, and return the signed duplicate to us.

Thank you for considering us as your retainer counsel. We look forward to
a mutually beneficial professional relationship.


Yours truly,



PABLO M. GANCAYCO
For the Firm


Accepted by:


__________