DEED OF WAIVER AND UNDERTAKING

KNOW ALL MEN BY THESE PRESENTS:

________________________________________ (hereafter referred to

as the Corporation), a corporation duly established by and under the laws of the
Republic of the Philippines, with place of business at
_____________________________________________________, acting through its
duly authorized representative/s, do hereby relieve and hold ___________________free
and harmless of all its obligations as a Bank and waive and release ______, its
employees, officers, directors and stockholders from any and all claims, responsibilities,
actions, liabilities, compensation or damages which may have arisen, or may arise,
resulting from or in any manner connected with, the deposit of checks payable to the
short name/incomplete name/unregistered acronym in the deposit account of the
corporation with _____. We agree to indemnify ______ for any and all claims by and/or
liabilities to any other person, party or entity, with respect to any matter involving the
deposit account.

The Corporation hereby assumes full responsibility and liability for all
transactions pertaining to the subject deposit account. It is hereby warranted that the
deposit to the said account is as a result of the legitimate transactions of the
Corporation in the ordinary course of business. It is further warranted that the
signatories hereto were duly authorized to execute and deliver this Deed.

Moreover, the Corporation undertakes to limit the deposit to the corporations

bank account in the new name of checks payable to the aforesaid short
name/incomplete name/unregistered acronym of the corporation for a period of ____
months. Thereafter, the bank will no longer allow the deposit of the checks payable to
short name/incomplete name/unregistered acronym of the corporation to the said bank
account of the corporation.

The corporation hereby agrees to abide by all of the Banks rules and regulations
including any and all amendments thereto and it is expressly understood that SBC shall
have the right to close the deposit account at anytime should it deem the same
necessary in order to protect its interest.

IN WITNESS WHEREOF, the signatories have set their hands on this ____ day
of ______, 2004 at Makati City, Metro Manila, Philippines.

(name of corporation)
______________________________________________________________

By:

__________________________ __________________________

SIGNED IN THE PRESENCE OF :

________________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

 ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this _____ day
of _________________, personally appeared:

NAME COMM. TAX CERT. NO. DATE/PLACE OF ISSUE

Corporation

known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their voluntary act and deed and
the free and voluntary act and deed of the principal represented herein for the uses and
purposes therein set forth.

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

NOTARY PUBLIC

Doc. No.: _____;

Page No.: _____;
Book No.: _____;
Series of 200_.