AMENDED INVESTMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

_____________________, a ___________________ Citizen, of legal

age and with address at _________________________, Philippines,
hereinafter referred to as the Party “A”;

-and-

_____________________, a ___________________ Citizen, of legal

age and with address at _________________________, Philippines,
hereinafter referred to as the Party “B”

WHEREAS, the Parties previously agreed to jointly establish an

Investment Agreement signed last ___________________ under the terms
and conditions provided therein.

WHEREAS, the Parties previously agreed to jointly establish an

Investment Agreement signed last ___________________ under the terms
and conditions provided therein.

NOW THEREFORE for and inconsideration of the foregoing

premises and the mutual covenants hereinafter set forth the parties agree as
follows:

ARTICLE I THE TRAINING FACILITIES

1. SUBJECT - The subject of this investment agreement is the

establishment of a Training Facilities to be located at
_____________________________________________________

2. REGISTRATION OF THE TRAINING FACILITIES - For this

purpose, the Parties hereby agree that the Training Facilities shall be
registered as_______________________ and that the Parties agree to
incorporate the appropriate corporation within reasonable time from the
execution of this agreement and before prior to actual operations.

3. ACQUISITION OF PERMITS AND REGISTRATION

GOVERNMENT AGENCIES – Also within reasonable time from the
execution of this agreement and prior to the start of actual operation of the
Business, the Parties agree that ________________________________ will
acquire all necessary permits, licenses and registration with all pertinent
government agencies. All fees and expenses incurred shall be for the account
of the Business.

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 ARTICLE II THE INVESTMENT

4. INVESTMENT AMOUNT – The agreed upon initial

investment amount for the establishment of the Training Facilities shall be:

a. Party A: Two Million Four Hundred Fifty Thousand

Pesos (Php2.45M);

b. Party B: Three Million Eight Hundred Fifty Thousand

Pesos 3.85M; and

c. Party C: Seven Hundred Thousand Pesos

(Php700,000.00)

5. RIGHT TO FIRST PREFERENCE – In the event that further

capital or expansion is required to better utilize the subject property such as
but not limited to: acquiring additional investors, an increase in the total
project investment, or acquiring capitalization from any other source, the
Parties shall be given first preference on the opportunity to invest in order to
retain his total investment percentage in the Project and its profits.

6. EXERCISE OF RIGHT TO FIRST PREFERENCE - Should

the investor decide to exercise his right to first preference, he should notify
the other Parties of such decision in writing within sixty (60) days from the
time the offer was made. Provided that upon the lapse of sixty (60) days
from the time the offer was made, the Parties shall be deemed to have
waived his right and acceded to the dilution of his percentage share in the
Project and its profits. Accordingly, Management shall have the right to look
for other additional investors either among the other investors or any third
party.

ARTICLE III PROFIT AND LOSS DISTRIBUTION

7. EXPENSES AND RETENTION – The Parties hereby agree

that payment of all operational costs, operational and financial expenses,
taxes and retention of a portion of the income for maintenance and upgrade
of equipment shall be included in the computation of the Net Income of the
Business. It is expressly agreed that a minimum of Ten Percent (10%) of the
income shall be retained for the employees, maintenance, acquisition and/or
upgrade of the office’s equipment.

8. 4.2 DISTRIBUTION OF NET INCOME/LOSS – The Parties

hereby agree that any Net Income/Loss shall be distributed as follows:
Thirty-One and One Half Percent (31.50%) shall be for the account of Party
A; Forty-Nine and One Half Percent (49.5%) shall be for the account of
Party B; and Nine Percent (9%) shall be for the account of Party C.

9. DISTRIBUTIONS OF PROFITS – Distribution of the Net

Income, if any, in the form of Cash may be distributed to the Parties

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pursuant to the above provision, if and when there is sufficient cash based on
the actual total cash on hand after deducting actual expenses and setting
aside at least projected two months’ cash operating requirement of the
Branch.

ARTICLE IV MANAGEMENT OF THE BUSINESS

10. MANAGEMENT– Party A shall have the exclusive authority to

manage or designate a Manager that shall establish, operate and maintain the
Training Facilities. Party A shall manage and control the affairs of the
Training Facilities in good faith and to the best of his ability and shall use its
best efforts to carry out its successful operation.

11. NON PARTICIPATION OF PARTIES- Except upon mutual

agreement of the Parties herein or in any other written Agreement, Party B
and Party C shall not participate in or have any control over the Training
Facilities nor shall he have any authority or right to act for or bind the
Business. Party B and Party C, however, shall have full access to all
financial reports of the Business and in this regard, the Manager shall ensure
that its internal and external auditors shall fully and completely cooperate
and provide Party B and Party C with all financial documents and reports of
the Business upon written request thereof and during reasonable times on
any business day.

ARTICLE V DISSOLUTION AND WITHDRAWAL

12. GROUNDS FOR DISSOLUTION- The Business and this

Agreement may be dissolved or terminated upon happening of any of the
following events:

a. The adjudication of bankruptcy by a court of competent

jurisdiction of the Business or the corporation under
which it was registered;

b. The total loss of the entire business due to Acts of God or

Force Majeure where the re-establishment of the
Business is not feasible or economically unadvisable as
determined by the Parties; or

c. Unanimous agreement of the parties.

13. LIQUIDATION- In the event of dissolution or liquidation of the

Business or any of its component businesses, the Parties shall be entitled to a
proportionate proceeds arising out of or in connection with the dissolution
and liquidation based on their respective investments in the Business.

14. WITHDRAWAL OF INVESTMENT- It is important to note

that the amount invested by the Parties shall be utilized for a long term
development plan on the Business. The immediate withdrawal of said
investment shall be considered detrimental to the entire operation of the

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Business. Thus, in the event that a Party decides to pull out its investment
within the period of _______ (--) years from the execution of this agreement,
such party shall be liable to the other parties for the payment of the amount
equivalent to Fifty Percent (50%) of the amount invested as liquidated
damage.

ARTICLE VI MISCELLANEOUS PROVISIONS

15. OTHER INSTRUMENTS. The parties hereto covenant and

agree that they will execute each such other and further instruments and
documents as are or may become reasonably necessary or convenient to
effectuate and carry out the purposes of this Agreement.

16. ASSIGNMENT – Any Party may not assign any of its rights or
obligations under this agreement to any other party without the unanimous
prior written consent of the other Parties.

17. NOTICES. Any notice, demand or claim required or permitted

to be given under this Agreement shall be in writing and sent through
registered mail (return receipt requested) or personal delivery addressed to
the intended party at the address set out herein, or to such other address as
either party may from time to time duly notify the other.

18. INDEMNIFICATION OF PARTIES- The Parties to this

Agreement shall have no liability to the other Party/ies for any loss suffered
which arises out of any action or inaction if, in good faith, it is determined
that such course of conduct was in the best interest of the Business and such
course of conduct did not constitute negligence or misconduct.

19. NON-WAIVER. – The failure of any party to insist upon strict

compliance with any of the provisions of this Agreement shall not be
deemed a relinquishment or waiver of its rights, nor shall it be construed as a
waiver of any subsequent breach or default of the stipulations or covenants
contained herein which shall still be deemed effective or enforceable, unless
made in writing by the waiving party.

20. SEVERABILITY - The various provisions of this Agreement

are severable from each other. In the event that any provision of this
Agreement shall be held to be void, invalid or unenforceable by a court of
competent jurisdiction or by legislation or regulation the remainder of this
Agreement shall be fully effective, operative, valid, enforceable and binding.

21. APPLICABLE LAW AND VENUE. This Agreement shall be

construed and enforced under the laws of the Republic of the Philippines.
Any action or claim arising out of, in connection with, or related to this
Agreement shall be brought only and exclusively in the proper courts of
Taguig City to the exclusion of all other courts.

IN WITNESS WHEREOF, the Parties hereto affixed their signatures

this ___th day of ________ 20___ at ___________, Philippines.

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 _________________________ _________________________
PARTY A PARTY B

__________________________
PARTY C

SIGNED IN THE PRESENCE OF:

_________________________ ________________________

ACKNOWLEDGMENT

Republic of the Philippines )

____________ City ) S.S.

BEFORE ME, a Notary Public, for and in the City of ________, this
___ day of ___________, personally appeared:

COMPETENT EVIDENCE OF
NAME
IDENTITY
Agency and ID No.
Valid Until
Agency and ID No.
Valid Until
Agency and ID No.
Valid Until

known to me to be the same persons who executed the foregoing Investment

Agreement who acknowledged to me that the same is their free and
voluntary act and deed and that of the corporation they represent.

WITNESS MY HAND AND SEAL on the date and place above

written.

Doc. No. _____

Page No._____
Book No._____
Series of _____.