VINTA POLICIES

CONTENTS

GENERAL RULES

1. Proper Decorum2. Relations with Co-employees and Supervisors3. Outside Employment/Confidentiality Agreement4. Use of Company Properties and Equipment5. RFA’s, Purchases, Cash Advances6. Liquidation of Cash Advances7. Procedures of Petty Cash Fund8. Holiday / Suspension9. Use of Telephone10. Use of the Pantry11. Use of the Library (books)12. Dress Code

DEVELOPMENT POLICIES

PERSONNEL POLICIES

1. Workdays and Working Hours2. Attendance3. Tardiness4. Excusable Tardiness5. Absences/Leaves

5.1 Authorized Absences5.2 Unauthorized Absences

6. Overtime7. Undertime

TERMINATION

SEPARATION FOR MEDICAL REASONS

RESIGNATIONS

GENERAL RULES

1. Proper Decorum

Personnel who are in the office should strictly observe office decorum. Employees are requested to minimize noise level. Group discussions should be conducted in an orderly manner and should be held in an area where they cannot be disturbed by and will not disturb other people.

2. Relations with Co-employees and Supervisor

Employees should exert every effort to maintain harmonious relationships with co-employees. Older employees should always extend a helping hand to the new recruits to enable them to blend easily with the group.

3.Outside Employment/Confidentiality Agreement

Vinta employees (including full time Consultants) are prohibited from engaging in any other form of employment or business activity. A Vinta staff member may not engage in activities whether within or outside normal working hours that can interfere with the member’s job performance or that can directly or indirectly conflict with the business interests of Vinta unless given explicit approval by the President of Vinta. A Vinta staff member is required to strictly follow the policies embodied in the Vinta Confidentiality Agreement. Confidential personnel information, like salary and performance evaluation, should not be disclosed to any other personnel.

4. Use of Company Properties and Equipment

Company property such as computing equipment, books and other tools should be handled with extra care at all times. Damage to or loss of any assigned equipment shall be for the account of the assignee.

Room and equipment reservations should be coursed through the Administrative Assistant.

5. RFA’s, Purchase, Cash Advances

5.1 In placing orders and making purchases, a Request for Fund Appropriation (RFA) should be accomplished.

5.2 RFA’s can be used for (a) capital expenditures like office furniture and equipment, and (b) operating expenses like office supplies, etc.

5.3 Approval is required from the President for all RFA’s. Requests should be submitted to the Accounting Department with the estimated date of need indicated thereon.

6. Liquidation of Cash Advances

6.1 Liquidation of cash advanced for company expenses should be made within 3 days after actual expenditure or 2 weeks from the date of receipt of cash or check by the requesting party from the Accounting Department, whichever is shorter. Any cash advance still unliquidated after the prescribed period will, if needed, be automatically deducted from the employee’s next paycheck.

6.2 The employee’s paycheck may be withheld as long as there are overdue unliquidated advances.

7. Procedures on Petty Cash Fund

7.1 Vinta has established a Petty Cash Fund managed by the Accounting Dept. This fund shall be used to pay office/operating expenses that are small in amount – the ceiling for each single disbursement is set at

P1,000.00. The fund is issued to the Administrative Assistant who acts as the Petty Cash Fund (PCF) Custodian.

7.2 Disbursements from the fund are properly documented in the Petty Cash Voucher (PCV). This is prepared by the PCF Custodian, handed to the authorized signatory for approval and presented back to the custodian for payment.

8. Holiday / Suspension of Work

VINTA observes all official regular and special public holidays. In general, work suspension may be declared in the following cases.

* When typhoon is signal number 3;* When a “state of calamity” is declared; and* When a fortuitous event occurs

In the event that a calamity occurs during a work day, the decision to suspend work is at the discretion of the President.

9. Use of Telephone

Everyone is enjoined to answer all telephone calls promptly and courteously. If an employee receives a telephone call by mistake, the call should be transferred to the proper party.

Telephones are tools for business operations. Personal calls or access to the Internet, while allowed, should be limited and should be kept to no longer than 5 minutes.

For long distance calls, a long distance/fax form should be duly accomplished and approved before placing the call. This is required for both business and personal calls. Charges for personal calls should be deducted from the salary of the one making the long distance call.

10. Use of the Pantry

The company has provided a pantry for food storage. Employees who bring food may store in the pantry provided that the following guidelines are follows:

10.1 Pantry should be kept clean at all times. 10.2 Food parcels should be clearly marked as to ownership. 10.3 For health reasons, personal utensils should likewise be marked.

11. Use of the Library/Books

Company personnel who wish to borrow books or reference materials should signed on the logbook with complete name, date, signature and name of book(s) borrowed. Borrowed materials should be returned within 3 days, or the librarian should be notified if the employee will not be able to return the materials on time. Borrowed materials should be handled with care.

It is the duty of the Library Custodian/Admin Assistant to make sure that these guidelines are followed. 12. Dress Code

12.1 The company is engaged in an industry that caters to professional/business organizations. It is important for the employee to project a professional image at all times. The company, therefore, imposes a dress code that is to be strictly observed when a staff member interfaces with a client or any other outside company. The dress code are as follows:

12.1.1 Male * Long/short sleeved polo shirt w/ collar (pastel color or with simple prints are acceptable);

* Dark pants preferred; * Leather shoes; * Casual pants, walking shoes for messengers, collectors and janitors

Wearing necktie is not mandatory except during client meetings.

T-shirt with or without collar, jeans, loafers, shorts, espadrilles, and sneakers are strictly prohibited during regular working hours.

12.1.2 Female * Dress with simple prints and designs; * Tailored suits; * Blouse and skirt with simple designs and prints * Slacks pants * Leather shoes; * Culottes and pants are prohibited.

12.1.3 Personnel on out-of-town assignments are expected to be dressed according to the clients dress code.

13. Non -VINTA Employees/Visitors

13.1 Non-VINTA employees are prohibited from entering company premises. This is especially to be observed for ex-VINTA employees who may or may not be working with competitor organizations.

13.2 Employees who have visitors are requested to meet their guests at the lobby. If the visitor needs to come inside the VINTA office, the employee needs to secure appropriate approval/permission from his/her manager/supervisor. If the employee’s immediate manager/supervisor is not around, the visitor shall not be allowed to enter the company premises.

13.3 Non-VINTA employees (clients, suppliers, collectors, deliverymen, messengers and other visitors) should all be directed to the reception area and wait for further instruction from the receptionist or Admin Assistant.

DEVELOPMENT POLICIES

1. Use of Internet

Access to the Internet should only be done on a computer that is not directly connected to the main Vinta network or on a computer on the network designated as the Internet gateway. If in the course of being Internet-connected, a virus, worm or other infectious programs have entered the computer, the person who was responsible shall be responsible for finding the cure. If in the course of being Internet-connected, Rule #1 was not followed and the entire network was infected or the servers were hacked, the person who was responsible shall help resolve the issues.

2. Backups/Source Control/Other Development Rules

1. Any Vinta computer may not be taken out of the Vinta premises unless explicit approval is secured and granted.

2. Backup all files on the computer where maintenance and upgrades are to be done. If a computer needs to be serviced outside, remove the hard drive.

3. All development and testing work should be regularly backed-up on the Vinta Source Control system (i.e. Sourcesafe). Vinta Quality control should make sure that every staff member regularly backs-up files on the Sourcesafe system.

4. The policies governing the use of the Vinta Sourcesafe, including the administration of sourcesafe passwords are embodied in a separate document controlled by the Vinta Quality Control section. All development, test and documentation personnel should follow the rules governing the Sourcesafe system.

5. A Backup of the entire Vinta Sourcesafe system should be done once a week. This is to be done by the Vinta Quality Control section. This backup should be kept in an external location determined by the President of Vinta.

6. A Vinta staff member is only allowed to access source code owned or code that is being developed by that member. Unauthorized access to source code is a violation of the Vinta Confidentiality rules.

7. No source code or Confidential document (like Design/Architecture doc) should be taken out of the Vinta premises unless explicit permission is granted by the President of Vinta.

8. All Architecture, Design, and Product/Business plan documents should be marked/written with “Vinta Confidential” on every page of the document.

9. All Source Code files/modules should have the line “Copyright Vinta 1998-2003 Unpublished Work”.

10. Proper Coding Rules should be observed by Vinta programmers. These rules, embodied in the evolving Vinta Coding Guidelines document, are to be enforced by the Vinta Project/Technical Leaders.

11. All Source code should be properly documented. Vinta Project/Technical Leaders should make sure that source code written by their team members is properly documented. Special algorithms, programming tricks and unique approaches embodied in a source program should be adequately documented.

12. The Vinta Project Implementation rules should be observed when implementing and customizing a Vinta product for a specific client project.

13. A software module may not be officially released to a client unless independently tested and approved by the Vinta Quality Control group. It is the responsibility of the QC group to enforce such policy.

PERSONNEL POLICIES

1. Workdays and Working Hours

VINTA official working hours are from 8:30 AM to 5:30 PM Mondays to Fridays. Employees may be required to work overtime if the need shall arise. Vinta Employees and Consultants who are on Flexi-Time schedule shall observe the company Flexi-Time Policy. Employees and Consultants who are not regular employees of Vinta may be put on a Flexi-Time Policy if approved by management. Staff Members given non-swiping privileges (like Project Leaders/Managers) are governed by the company’s flexi-time policy.

FLEXI-TIME POLICY

Vinta Employees and Consultants (Staff Member) who are on Flexi-Time schedule are expected to put-in at least 8 hours (except lunch break) per work-day. A Staff Member is considered late for the day if the staff member arrives after 10:00AM and no special permission is granted for that staff member to arrive after 10:00 AM that day. A Staff Member can apply for permission to arrive after 10:00 AM on a particular day if the reason falls under one of the following:

a. The staff member was requested to work late/overnight on the previous day.b. The staff member has to go directly to a client site from place of residence.c. The staff member has to attend to some emergency or very important personal matter for that day.

An employee’s Flexi-Time privileges can be revoked by management if an employee consistently exhibits attendance and tardiness problems. A staff member whose flexi-time privilege is revoked/withdrawn may apply for reinstatement only after 6 months after the date of revocation.

2. Attendance

All personnel are required to time-in and time-out by swiping their ID at the chronolog machine or by indicating their log-in and log-out on the logbook. This machine/logbook is located at the reception/administrative area. Accounting personnel will print the chronolog timekeeper every 15 th and 30th of the month to be distributed to each employees for correction and approval of Vinta Admin. A summary of absences and tardiness are also printed for record-keeping. 3. Tardiness

Tardiness is defined as a failure to come to work on prescribed time.

Habitual tardiness, defined as having accumulated at least 4 hours of tardiness a month , is counter productive and leads to loss of man-hours. The company will not tolerate habitual late-comers. The penalty for tardiness is salary deduction for non OT-exempt personnel and all probationary employee below supervisory level. This will also greatly affect the employee’s overall rating during performance appraisal.

An employee reporting late 5 times or more in a month shall be penalized according to the following:

FIRST OFFENSE or 5 times tardy/undertime in a month – VERBAL WARNING

SECOND OFFENSE or 8 times tardy/undertime in a month – WRITTEN WARNING

THIRD OFFENSE or 11 times tardy/undertime in a month – SUSPENSION (3 working days)

FOURTH OFFENSE or 14 times tardy/undertime in a month – SUSPENSION (6 working days)

FIFTH OFFENSE or 17 times tardy/undertime in a month – SUSPENSION (12 working days)

SIXTH OFFENSE or 20 times tardy/undertime in a month – SUSPENSION (1 month)

SEVENTH OFFENSE or 24 times tardy/undertime in a month – TERMINATION

The Admin Department shall monitor and prepare a monthly attendance report. It shall be submitted to the supervisor and to the Human Resources Department.

4. Excusable tardiness

Tardiness is excused in the following instances:

1.1 An employee that works beyond 12:00 midnight of the previous night, is given time-off. Employees who work beyond 12:00 should indicate “Time-Off” in the attendance sheet so they will not be penalized.

1.2 During days of storm, a calamity, for instance, and other fortuitous events, to be determined by the President.

1.3 The above mentioned instances of tardiness will not warranty any penalty.

5. Absences/Leaves

Absence is define as failure to report for work, either due to illness or personal reasons. Absence from work is categorized into: authorized absence (vacation leave, emergency leave, and sick leave) and unauthorized absence (all others).

5.1 Authorized Absence

Authorized absence or excused absence is leave from work with the consent of the immediate manager. The following must be complied with for an absence to be excused;

* Fill up an application for leave form and submit it to his immediate manager for approval before going on leave. (VL)

* If an employee is unable to file a leave form in advance because of unforeseen reasons, such as illness or emergency, the employee should notify his immediate superior at the soonest possible time as to the reason for his inability to report for work and the expected date of his return to work. Upon returning to work, the employee should file an application for leave of absence. Moreover, an employee who files for sick leave for 2 days or more is required to submit a medical certificate to support his/her prolonged illness. Otherwise, absence during the second day onwards will automatically be charged to vacation leave credits.

5.2 Unauthorized Absence

Absence without the consent or approval of the immediate superior or without any given notice is considered as unauthorized absence. This shall also be termed as absence without leave (A.W.O.L.).

An employee who goes on AWOL for 3 or more days will be penalized in accordance with the following schedule of penalty:

FIRST OFFENSE or more than 3 days – WRITTEN WARNING

SECOND OFFENSE or more than 7 days – SUSPENSION (6 working days)

THIRD OFFENSE or more that 15 days – SUSPENSION (12 working days)

FOURTH OFFENSE or more than 30 days – TERMINATION

Subsequent absences, after the first offense, regardless of the number of days shall be considered as another offense. The total record of offenses incurred by an employee is carried over the next calendar year.

6. Overtime

Vinta staff members may be requested to do overtime work whenever a need arises. A Development Supervisor/Manager may authorize a staff member to perform overtime work. If proper work planning is observed, unnecessary overtime work can be avoided or kept within reasonable limits. If overtime is to be rendered in the office, the building administrator must be notified to comply with the terms of lease.

7. Undertime

Undertime shall mean leaving the office early or before 5:30 in the afternoon.

When the employee needs to render undertime due to important personal matters, his immediate superior’sapproval and initials must be indicated on the DTR. An undertime as reflected in his DTR is subject to salary deductions.

TERMINATION

The following conditions govern the termination of employment:

* When the work assigned to a temporary employee/consultant for a specific period has been accomplished.

* When a probationary employee fails to meet the standards set by the management or for any just cause.

* A regular employee may be terminated when proven to have committed the following: violation of the Vinta Confidentiality rules, dishonesty, (source code) theft, engaging in unauthorized outside employment/business activity, intent to harm or malign another employee, using company funds for personal use without written authority, attempt to cause bodily harm upon another employee, offering or accepting anything of value in exchange for a job; revealing company secrets or official documents to outside entity without permission, any act of sabotage or attempt to damage the company property, any act of viewing, possession, and circulation of pornographic materials during office hours, carrying firearms and deadly weapons or explosives inside company premises without permission, drunkenness or drinking during official working hours, possession of prohibited drugs inside company’s premises and other related acts. Offenses of this nature are subject to outright termination.

SEPARATION FOR MEDICAL REASONS

Subject to the limitations and procedures set by the Labor Code, the company may terminate the services of an employee who is found to be suffering from illness and “whose continued employment isprohibited by law or is prejudicial to his health as well as the health of co-workers”. In case of separation for medical reasons, an employee will be entitled to the following remunerations:

* Unused balance of earned vacation leave; * Unused balance earned sick leave; * 13th month pay plus an additional separation pay to be determined by Vinta management.

RESIGNATIONS

The company requires notice of at least 30 days prior to resignation date. To properly turn-over the work load use of VL/SL during this period is strictly prohibited. This will also give the company ample time to look for qualified replacements.

* The employee prepares in duplicate a letter of resignation addressed to his/her immediate manager and sends the other copy to Admin/Personnel. * The employee is given an exit interview by the manager in charge or by the President, depending on the level of the resigning personnel. * The Admin/Personnel Officer initiates the preparation of the clearance, upon receipt of the memorandum from the head of the company. The clearance is routed to the different departments to see to it that the employee is cleared of all accountabilities. An employee will not be cleared until his/her work is properly turned-over to a designated employee or if source code developed by the employee is not properly documented. * All monetary items will be given to the employee only after he/she has been cleared of all accountabilities. * An employee/consultant who resigns from Vinta is expected not to engage in employment with a competitor or a client company for a period of at least one year from the date of resignation.

Updates to Company Policies

From time to time, Vinta will release updates to its company policies. The company policies will continue to evolve based on the needs of the organization.

MEMORANDUM

TO: ALL VINTA EMPLOYEES

FROM: PETER VALDES, President

DATE: 24 MARCH 2003

RE: POLICY FOR RESIGNATION--------------------------------------------------------------------------------------------------------------------

Effective today our new company policies on resignations are as follows:

* The company requires notice of at least 30 days prior to resignation date. This will give the company ample time to look for qualified replacements.

*An employee will not be cleared until his/her work is properly turned-over to a designated employee or if source code developed by the employee is not properly documented.

* Only leave(s) with President’s approval are allowed during the turn-over period.

* The Admin/Personnel Officer initiates the preparation of the clearance, upon receipt of the memorandum from the head of the company. The clearance is routed to the different departments to see to it that the employee is cleared of all accountabilities.

* All monetary items will be given to the employee only after he/she has been cleared of all accountabilities.

* An employee/consultant who resigns from Vinta is expected not to engage in employment with a competitor or a client company for a period of at least one year from the date of resignation.