Foreign Corporation Joint Venture

September 28, 2004 SEC OPINION NO. 42-04 Foreign Corporation Joint Venture Pacific Consultants International Zeus Networks, Inc. 14th Floor 88 Corporate Center, Makati City Attention: Mr. Junichiro Motoyama Authorized Representative Gentlemen : This is to acknowledge your letter dated 20 September 2004 requesting clarification as to whether or not a joint venture agreement should be registered with the Securities and Exchange Commission. As alleged, Pacific Consultants International (PCI for brevity) and Zeus Networks, Inc. (ZNI for brevity) have agreed to associate with each other in an association for the purpose of proposing and thereafter, if appointed, to perform consultancy services relative to the Consulting Services for the Bureau of Customs' BOC ASYCUDAWorld (E-Customs) project. CSDAIa In this connection, please be advised that the Commission, in a litany of opinions, has laid down the settled rule that "two or more corporations may enter into a joint venture through a contract or agreement if the nature of the venture is in line with the business authorized by their charters, which contract agreement need not be registered with the Commission, provided however, that the joint venture will not result in the formation of a new partnership/corporation. (SEC Opinions dated January 26, 1961, February 29, 1980, November 11, 1981 and April 29, 1985) and provided further that the existing Philippine laws governing joint ventures 1 and Republic Act No. 9184, its implementing rules and regulations are complied with. Very truly yours, (SGD.) VERNETTE G. UMALI-PACO General Counsel Footnotes 1. Villanueva, Philippine Corporate Law, [2002] pp. 916958.