AGREEMENT

This Agreement is executed on 29 January 2003 at Makati City, Metro Manila by

and between:

THING ON DEVELOPMENT CORPORATION, a domestic

corporation duly organized and existing under the laws of the Republic of
the Philippines, with principal office at 1136 Soler Street, Binondo,
Manila, represented herein by its President, WONG CHUNG YIN,
hereinafter referred to as the "SELLER";

- and -

SOLID JADE REALTY, INC., a domestic corporation duly

organized and existing under the laws of the Republic of the Philippines,
with principal office situated at No. 335 Sen. Gil J. Puyat Avenue, Makati
City, represented herein by its President, PHILIP B. LIM, hereinafter
referred to as the "BUYER".

WITNESSETH:

WHEREAS, on 03 January 2003 the parties entered into a Contract to Sell

("CTS") by virtue of which the SELLER agreed to sell to the BUYER a parcel of land
with the house and other improvements thereon located at 15 Ipil Road, South Forbes
Park, Makati City, Metro Manila, with an aggregate area of TWO THOUSAND SIX
HUNDRED NINETY THREE (2,693), more or less, covered by Transfer Certificate of
Title No. 161885 of the Registry of Deeds of Makati, (hereafter referred to as the
"PROPERTY"), and more particularly described as follows:

Transfer Certificate of Title No. 161885

"A parcel of land described on plan (LRC) Pon-916, being a

portion of the cons. of Lots 13 and 15, Blk. 5, Psd-26544, LRC Rec. No.
2029) situated in the Mun. of Makati, Prov. of Rizal, Is. of Luzon.
Bounded on the NE pts. 11 to 12 by Lot 16, Blk. 5, Psd-26544; on the SE
pts. 12 to 13 by Lot 5, pts. 12 to 1 and 1 to 2 by Lot 6, on the SW pts. 2 to
5 by Lot 12, both of Blk. 5, Psd-26544, and on the NW. pts. 5 to 11 by
Ipil St. Beginning at a pt. marked "1" on plan, being S. 21 deg. 51'E.,
3039.21 m. from BLLM No. 1, Mun. of Makati, Rizal; thence S. 30 deg.
09'W., 9.15 m. to pt. 2; thence N. 59 deg. 51'W., 8.80 m. to pt. 3; thence
N. 70 deg. 21'W.,51.28 m. to pt. 4; thence S.70 deg. 08'W., 4.00 m. to pt.
5; thence N. 28 deg. 04'E., 9.59 m. to pt. 6; thence N. 24 deg. 49'E., 4.17
m. to pt.7; thence N. 20 deg. 10'E., 6.54 m. to pt. 8; thence N. 16 deg.
39'E., 6.62 m. to pt. 9; thence N. 13 deg. 26'E., 6.84 m. to pt. 10; thence
N. 10 deg. 24'E., 4.90 m. to pt. 11; thence S. 81 deg. 46'E., 63.94 m. to pt.
12; thence S. 13 deg. 19'W., 27.20 m to pt. 13; thence S. 24 deg. 16'W.,
14.12 m. to the pt. of beginning containing an area of TWO THOUSAND
SIX HUNDRED NINETY THREE (2,693) SQUARE METERS. All
points referred to are indicated on the plan and are marked on the ground
by Old Point, bearing true; declination) deg. 37'E., date of the original
 survey, Dec. 10, 1923-Jan. 9, 1924 and that of the cons. survey, executed
by Ruddy D. Com-os, Geodetic Engineer on Dec. 19, 1975.

Under the CTS the purchase price is payable in the following manner:
P3,000,000.00 upon execution of the CTS;
P56,246,000 on or before 01
February 2003;
P29,623,000 on or before 31 March 2003.

WHEREAS, the parties have agreed to amend paragraphs 2, 3, and 5 of the CTS.

NOW, THEREFORE, for and in consideration of the foregoing premises and the
stipulations hereunder appearing, the parties hereby agree as follows:

1. Closing, at which the SELLER shall execute the appropriate Deed of

Absolute Sale and the BUYER shall pay to the SELLER the amount of SEVENTY
NINE MILLION EIGHT HUNDRED SIXTY NINE THOUSAND PESOS
(P79,869,000.00) (less P360,000.00 representing rentals from the PROPERTY for the
months of February and March 2003) on or before 01 February 2003, at the date and
place agreed upon by the parties.

2. The balance of the purchase price in the amount of P6,000,000.00 shall be

paid by the BUYER to the SELLER in two (2) tranches: FOUR MILLION PESOS
(P4,000,000.00) on 01 April 2003 and TWO MILLION PESOS (P2,000,000.00) on 30
April 2003, provided that the lessee, Jose Marcel Panlilio, has completely vacated the
PROPERTY and the SELLER has turned-over possession thereof to the BUYER. For
this purpose, the BUYER shall issue a check dated 01 April 2003 in the amount of
P4,000,000.00 and a check dated 30 April 2003 in the amount of P2,000,000.00. The
SELLER is hereby authorized to deposit the said checks on due date, provided that the
said Jose Marcel Panlilio, has completely vacated the PROPERTY; provided further that
the BUYER is hereby authorized to deduct from the last payment of P2,000,000.00 any
unpaid telephone, electricity, water, cable and other utility bills on the PROPERTY.

All provisions of the CTS which are not in conflict with the terms of this
Agreement shall remain valid, subsisting, enforceable and binding between the parties in
all respects.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date
and at the place first above set forth.

SOLID JADE REALTY, INC., THING ON DEVELOPMENT

(Buyer) CORPORATION
(Seller)

By: By:

PHILIP B. LIM WONG CHUNG YIN

President President
 SIGNED IN THE PRESENCE OF:

______________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ) 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 Issued

Thing on Development
Corporation 00053481 01/17/02 - Manila
By: Wong Chung Yin 17425676 02/28/02 - Manila
Solid Jade Realty, Inc.
Philip B. Lim

known to me and to me known to be the same person who executed the foregoing Deed
of Absolute Sale, which consists of three (3) pages signed by the parties thereto and their
witnesses in every page thereof and they acknowledged to me that the same is their free
and voluntary act and deed, and of the corporation herein represented.

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

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2003.

HTA/lot/805-901
/conversion/tmp/activity_task_scratch/553131362.doc