LEGAL SERVICES AGREEMENT1. IDENTIFICATION OF PARTIES. This agreement is made, between Attorney Marvin Matias and Attorney Christian Villanueva, (Attorneys) and Enrico F. Agoncillo, (Client).

2. LEGAL SERVICES TO BE PROVIDED. The legal services to be provided by Attorneys to Client are as follows:

a. To facilitate the transfer of ownership of Stock Certificate No. 0362 representing 10,000 shares issued by Milestone Guaranty and Assurance Corporation under the name of Mr. Victor M. Raquipisa to Clients name;i. Determine the true status of Stock Certificate No. 0362;ii. Determine Clients right to the transfer of stock ownership under his name in relation to Milestone Guaranty and Assurance Corporation;iii. Facilitate compliance with pertinent tax laws and Bureau of Internal Revenue regulations and circulars as regard to transfer of shares of stock;

b. To have the same be recorded in the stock and transfer book of Milestone Guaranty & Assurance Corporation;

c. To determine any shares of dividends declared since date of its acquisition

3. RESPONSIBILITIES OF ATTORNEY AND CLIENT. Attorneys will perform the legal services called for under this agreement, keep Client informed of progress and developments, and promptly respond to Clients inquiries and communications. Client will be truthful and cooperative with Attorneys; keep Attorneys reasonably informed of developments and of Clients address, telephone numbers and whereabouts; and timely make any payments required by this agreement.

4. COMPENSATION. Client will pay Attorneys for the legal services provided under this agreement as follows:

a. Acceptance of Php10,000.00 and out-of-pocket expenses of Php10,000.00b. Hourly Compensation of Php3,000.00. Attorneys will charge in increments of one tenth of an hour, rounded off for each particular activity to the nearest one tenth of an hour. The minimum time charged will be one tenth of an hour.

c. Success fee of 20% of the amount involved in the transfer of stock ownership.

d. For all activities undertaken in this agreement, including, but not limited to, the following: conferences, correspondence, legal documents review and preparation; legal research; and telephone conversations.

e. Payment is expected for all services and expenses upon receipt of any invoice without necessity of demand on the part of the Attorneys.

5. COSTS. Client will pay all costs in connection with Attorneys representation of Client under this agreement. Costs will be advanced by Attorney and then billed to Client unless the costs can be met out of Clients deposits that are applicable toward costs. Costs include, but are not limited to, expert fees and expenses, investigation costs, telephone charges, messenger service fees, photocopying expences, administration expenses.

6. TERMINATION OF LEGAL SERVICES. Client or Attorneys may terminate this agreement by written notice effective when received by either party, provided, if Client wishes to terminate this agreement, all fees, costs and expenses incurred before such notice is received by Attorneys shall be for the account of Client.

7. GENERAL PROVISIONS. This agreement sets forth the entire understanding of the parties. Any amendments must be in writing and signed by both parties. This agreement shall be construed under the laws of the Philippines. If any provision of this agreement is held to be invalid, illegal or unenforceable, the remaining portions of this agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this agreement.8. EFFECTIVE DATE OF AGREEMENT. This agreement becomes effective as of the date it is executed by the parties to do so.The foregoing is agreed to by:

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Atty. Marvin Matias

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Atty. Christian VIllanueva

DATE

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Enrico F. Agoncillo

DATE