RETAINER CONTRACT KNOW ALL MEN BY THESE PRESENTS: This CONTRACT made and executed by and between: Camp

John Hay Development Corporation, a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at 123, Scout Hill, Camp John Hay, Baguio City, Philippines and represented in this act by its President, Tiborcio Butawtaw, (hereinafter referred to as the CLIENT); - and Formoso and Associates, 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 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 be 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 One Hundred Thousand Pesos (P100, 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. The retainer fee shall be applicable to all services in the nature of consultation advice, and review and preparation of simple contracts and other documents required in the ordinary course of business to the Client. Routine notarial work shall be covered by the retainer arrangement, without prejudice to further discussion on additional fees as the volume and complexity of the notarial work require. 5. 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; 6. 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; 456 Upper Session Rd., Baguio City, Philippines, and represented in this act by its Managing Partner, Eduard Josef A. Formoso, (hereinafter referred to as the LAW

7. 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; 8. The LAW FIRM shall have a lien for attorneys fees and/or costs advanced on behalf of attorneys representation of client under this agreement, on all funds obtained by judgement, settlement or arbitration award payable to Client; 9. The LAW FIRM, in case a settlement is reached through compromise or amicable settlement during any alternative dispute resolution proceeding recognized by law shall be paid Twenty Thousand Pesos (P 20,000.00) as attorneys fees; 10. 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; 11. 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; 12. 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; 13. 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 may 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; 14. Any violation of the terms and conditions of this contract shall give the parties the option to rescind or cancel immediately the contract without necessity of judicial proceedings; 15. The retainer agreement may be terminated by either party upon SIXTY (30) DAYS prior written notice. IN WITNESS WHEREOF, the parties have signed this instrument this 30 day of June, 2012 at Camp John Hay, Baguio City, Philippines.
th

CLIENT Tiborcio Butawtaw President CJHDC

LAW FIRM Eduard Josef A. Formoso Managing Partner Formoso and Associates

SIGNED IN THE PRESENCE OF Tom E. Cruz Brad I. Pitt