Form 01

AGENCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

______________________________ , a corporation duly

incorporated and organized under Philippine Laws, with business
address at the________________________, and duly represented
by its_______________________, hereinafter referred to as the
COMPANY;

- and

_______________________________________________
____________________________________________________,
hereinafter referred to as the AGENT;

Witnesseth: that

For and in consideration of the mutual covenants and agreements made

herein, the COMPANY hereby appoints and grants the said AGENT the exclusive
right to be its sole representative to take, solicit, canvass, procure orders and to sell
or distribute all ______________ products of the Company in countries covered
by the Gulf Coordinating Council (G.C.C.) and the said AGENT hereby
expressly agrees to act as such and to perform such other services as may be
necessary or requisite for purposes of this agreement, subject to the following
terms and conditions, to wit:

1. Said AGENT, in consideration thereof hereby agrees as follows:

a) To diligently sell the ______________ products of the

COMPANY and in all reasonable and proper ways, to
promote the business and interests of the Company in
G.C.C. countries; to receive, care for, and distribute such
catalogs, circulars, folders and other advertising matters as
the Company shall furnish.

b) The AGENT shall not during the continuance of this

agreement, sell goods of similar class or such as would
interfere with the sale of the COMPANYs products either
on his account or on behalf of any other person whatsoever.

c) Upon receipt of any written order for any such goods as

aforesaid, the AGENT will immediately transmit such order
to the COMPANY, who will thereupon execute the same by
sending the required goods direct to the purchaser.

d) The AGENT shall forward to the COMPANY, as soon as

received, all cash, notes and securities received as payment
for goods sold and shall keep an account of all such
dealings, and send a copy of such accounts to the
 COMPANY each month, who shall thereupon pay the
AGENT the commission hereinafter mentioned.

2. The COMPANY in consideration of the foregoing and for the

observance of the agreement on the part of the AGENT, hereby
agrees:

a) To give the AGENT by way of commission 10% of the

invoiced price of all goods ordered through him and duly
paid for by the respective purchasers thereof and the
COMPANY will pay all costs and charges relating to the
agency and will every THIRTY (30) days refund to the
AGENT said sums of money as he shall have reasonably
expended in the preceding month on account of stationeries,
paper, telegrams, telephones, postage, transportation and
traveling expenses in connection solely with the agency in
G.C.C. countries.

b) The COMPANY shall from time to time furnish the

AGENT with a price list or the minimum prices at which
said goods are to be sold, and the AGENT shall not sell
below such minimum prices but shall try in each case to
obtain the best price possible.

c) The COMPANY shall supply and deliver such

______________ product/s as ordered and sold by the
AGENT in accordance with the instructions or
specifications of the BUYER, provided however, that if for
any cause whatever imputable to the COMPANY, said
COMPANY shall fail to furnish the goods or shall fail to fill
orders taken through said AGENT, then and in any such
case, the COMPANY shall be liable to the AGENT for any
damages, expenses or commissions whatsoever by virtue of
such failure to fill the orders.

d) The COMPANY will not, during the continuance of this

Agreement, sell any of the said goods to any person or
company in G.C.C. countries or to any person with a view
of exporting such goods to said countries, but will carry on
his business in said countries through the AGENT only, and
will appoint no other person as his agent or representative in
said countries for the sale of any of the said goods.

3. The words goods or products mentioned in this Agreement

shall be understood as referring to all ______________ products
of the COMPANY.

4. The COMPANY is not and will not be liable for any

representations or commitments made by the AGENT in order to
bring about the sale of the COMPANYs products, subject
however, to paragraphs 2. a) and 5. hereof.

5. The COMPANY shall only be bound by its warranties in the

contract entered into with the BUYER as well as the normal

2
 warranties of a seller/manufacturer with respect to the products
sold.

6. It is mutually agreed that the term of this Agreement shall be for a

period of two (2) years beginning from the date of the execution of
this Agreement, renewable thereafter upon mutual agreement by
both parties; and may be terminated by written notice by either
party to the other party, sixty (60) days in advance of such
termination, but without prejudice to any right or claim, which as
of that date, may have accrued to either of the parties herein.

IN WITNESS WHEREOF, the parties herein or their duly authorized

representatives have hereunto set their hands this _______ day of ____________
in _____________.

_______________ _________________
(AGENT) (COMPANY)

SIGNED IN THE PRESENCE OF:

_________________ __________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_______________________________ ) S.S.

BEFORE ME, this _______________ at _____________, personally

appeared the following:

Name Comm. Tax Cert. No. Issued on/

Issued at

known to me and to me known to be the same persons who executed the foregoing
instrument, and acknowledged that the same is their own free and voluntary act
and deed, and of the companies they represent.

WITNESS MY HAND AND SEAL on the date and in the place first above-
written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2004.