RETIREMENT AGREEMENT

Date

This sets forth the agreement between Mr. Rudy Tubal (“Employee”) and D.B. International
Sales & Services, Inc. (the "Company,"). By signing and delivering to the Company as provided
below this agreement ("Agreement"), you and the Company hereby agree as follows:

1. Retirement from the Company.

The termination of your employment as ________________will be effective on

_________("Retirement Date"). As of the Retirement Date, you will automatically (i)no longer be
an employee, (ii) required to fulfill the duties and responsibilities associated with
aforementioned position with the Company under a Post-Retirement Contract as Project-
based only. In addition, the Employment Agreement by and between you and the Company,
dated as of _________ (the "Employment Agreement") will terminate and be of no further force
or effect as of the Retirement Date.

2. Severance Benefits.

In exchange for your execution and delivery to the Company of this Agreement and the
General Release, in the form attached as Exhibit A hereto (the "Release"), and only for so long
as you comply with the Confidentiality and Non-Competition Agreement (as defined below)
and only for so long as you do not revoke, or attempt to revoke, the Release or otherwise
assert in writing that the Release is unenforceable, the Company agrees to provide you for a
twenty-four (24) month period from and after the Retirement Date with all of the "Severance
Benefits" (as defined in The Philippine Retirement Pay Law) to which you are entitled pursuant
to RA-7641 amounting to _______________. Such Severance Benefits shall not be considered
compensation but shall be subject to all required and customary withholding by the
Company.

You understand that the Severance Benefits to you represent consideration for signing the
Release and are not salary, wages or benefits to which you were already entitled. You also
acknowledge and represent that you have already received everything to which you were
entitled by virtue of your employment relationship with the Company.

3. Confidentiality and Non-Competition Agreement.

Notwithstanding the termination of your employment as set forth in this Agreement, you shall
continue to be bound by the restrictions set forth in that certain Confidentiality and Non-
Competition Agreement by and between you and the Company, dated as of ________(the
"Confidentiality and Non-Competition Agreement"), on the terms set forth therein. The
Company understands that you may have an interest in certain projects. Upon your request
on a case-by-case basis, the Company will consider waiving specific aspects of the
Confidentiality and Non-Competition Agreement and, potentially, licensing certain
technologies to you on terms the Company considers commercially reasonable. However,
any waiver or license by the Company would be in the Company's sole discretion and would
be subject to mutually agreeable terms.

4. Additional Agreements.

You agree to reasonably cooperate with the Company in any internal investigation,
administrative, regulatory, or judicial proceeding or dispute with a third party. You understand
and agree that your cooperation may include, but not be limited to, making yourself
available to the Company upon reasonable notice for interviews and factual investigations;
appearing at the request of the Company to give testimony without requiring service of a
subpoena or other legal process; volunteering pertinent information; and turning over to the
Company all relevant documents which are or may come into your possession at all times and
on schedules that are reasonably consistent with your other permitted activities and
commitments. You understand that in the event the Company asks for your cooperation in
accordance with this provision, the Company will reimburse you solely for reasonable travel
expenses (including lodging and meals) upon your submission of receipts.

You agree not to disparage the Company, or any past or present investors, officers, directors,
members or affiliates or any of such members or affiliates' officers, directors or employees. The
Company agrees to cause each of its executive officers and directors not to disparage you.
You further agree that as of the Retirement Date, you will return to the Company any and all
property, tangible or intangible, relating to its business, which you possessed or had control
over at any time (including, but not limited to, company-provided ATM card, keys, computer
equipment, manuals, files, documents, records, software, customer data base and other
data) and that you shall not retain any copies, compilations, extracts, excerpts, summaries or
other notes of any such manuals, files, documents, records, software, customer data base or
other data.

5. Confidentiality of this Agreement.

The contents of this Agreement (including the Release), including but not limited to its financial
terms, are strictly confidential. By signing this agreement you agree and represent that you will
maintain the confidential nature of the Agreement (including the Release), except (a) to legal
counsel, tax and financial planners, and immediate family who agree to keep it confidential;
(b) as otherwise required by law, in which case you shall notify the Company in writing in
advance of disclosure; and (c) as necessary to enforce this Agreement.

The Company agrees that it will keep the contents of this Agreement confidential, except (a)
to its executive staff and governing bodies, as necessary or appropriate, and to its outside
counsel and auditors; (b) as otherwise required by law; and (c) as necessary to enforce this
Agreement.
 6. No Transfer or Assignment.

You and the Company agree that no interest or right you have or any of your beneficiaries has
to receive payment or to receive benefits under this Agreement shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind, except as required by law. Nor may such interest or right to receive
payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the
obligations or debts of, or other claims against you or your beneficiary, except to the extent
required by law.

7. No Admissions.

This Agreement shall not be construed as an admission of any wrongdoing either by you or by
the Company, its affiliates, or its and their directors, officers, agents and employees.

8. No Other Agreement.

This Agreement contains the entire agreement between you and the Company. No part of
this Agreement may be changed except in writing, executed by both you and the Company.

9. Governing Law.

This Agreement shall be interpreted in accordance with the laws of the Philippines. Whenever
possible, each provision of this Agreement shall be interpreted in a manner as to be effective
and valid under applicable law, but if any provision shall be held to be prohibited or invalid
under applicable law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating or affecting the remainder of such provision or any of the
remaining provisions of this Agreement.

10. Counterparts.

This Agreement may be executed in separate counterparts, each of which is deemed to be

an original and all of which taken together constitute one and the same Agreement. This
Agreement and any amendments hereto, to the extent signed and delivered by means of
digital imaging and electronic mail or a facsimile machine, shall be treated in all manner and
respects as an original contract and shall be considered to have the same binding legal
effects as if it were the original signed version thereof delivered in person.

******
 Please indicate your agreement by signing this letter and returning it to us on or
before____________.

D.B. INTERNATIONAL SALES & SERVICES, INC.

Conforme:

__________________________

WITNESSETH:

_____________________________ ________________________________
 GENERAL RELEASE

I, __________, in consideration of and subject to the performance by DB International Sales

& Services, Inc, and each of the Company's subsidiaries, the "Company", of its obligations
under the Employment Agreement. dated as of _____________ (the "Employment Agreement")
and the Retirement Agreement, dated as of the date hereof (the "Retirement Agreement"),
do hereby release and forever discharge as of the date hereof the Company and its affiliates
and all present and former directors, officers, agents, representatives, employees, successors
and assigns of the Company and its affiliates and the Company's stockholder and the
affiliates, officers, manager, members and indirect owners thereof (collectively, the "Released
Parties") to the extent provided below.

1. I understand that any payments or benefits paid or granted to me under the Retirement
Agreement represent, in part, consideration for signing this General Release and are
not salary, wages or benefits to which I was already entitled. I understand and agree
that I will not receive the payments and benefits specified in the Retirement Agreement
unless I execute this General Release and do not revoke this General Release within the
time period permitted hereafter or breach this General Release. I also acknowledge
and represent that I agree to the payment terms of my Retirement pay and benefits
that I am entitled to receive (as of the date hereof) by virtue of any employment by the
Company.
2. I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns)
release and forever discharge the Company and the other Released Parties from any
and all claims, suits, controversies, actions, causes of action, cross-claims, counter-
claims, demands, debts, compensatory damages, liquidated damages, punitive or
exemplary damages, other damages, claims for costs and attorneys' fees, or liabilities of
any nature whatsoever in law and in equity, both past and present (through the date
this General Release becomes effective and enforceable) and whether known or
unknown, suspected, or claimed against the Company or any of the Released Parties
which I, my spouse, or any of my heirs, executors, administrators or assigns, may have,
which arise out of or are connected with my employment with, or my separation or
termination from, the Company (for the avoidance of doubt, excluding rights and
claims in any other capacity or under the Philippine Law; or arising under any policies,
practices or procedures of the Company; or any claim for wrongful discharge, breach
of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or
other expenses, including attorneys' fees incurred in these matters) (all of the foregoing
collectively referred to herein as the "Claims").
3. I represent that I have made no assignment or transfer of any right, claim, demand,
cause of action, or other matter covered by the above.
4. In signing this General Release, I acknowledge and intend that it shall be effective as a
bar to each and every one of the Claims. I expressly consent that this General Release
shall be given full force and effect according to each and all of its express terms and
provisions, including those relating to unknown and unsuspected Claims
 (notwithstanding any statute that expressly limits the effectiveness of a general release
of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to
any other Claims herein above mentioned or implied. I acknowledge and agree that
this waiver is an essential and material term of this General Release and that without
such waiver the Company would not have agreed to the terms of the Agreement. I
further agree that I am not aware of any pending Claim as of or immediately prior to
the execution of this General Release.
5. Notwithstanding anything in this General Release to the contrary, this General Release
shall not relinquish, diminish, or in any way affect any rights or claims arising out of the
Retirement Agreement.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(i) I HAVE READ IT CAREFULLY;

(ii) I UNDERSTAND ALL OF ITS TERMS;
(iii) I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
(iv) I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I
HAVE DONE SO;
(v) I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
SUBSTANTIALLY IN ITS FINAL FORM TO CONSIDER IT;
(vi) I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
UNTIL THE REVOCATION PERIOD HAS EXPIRED
(vii) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
(viii) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:

___________________________________

Signature over Printed Name