MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, entered into this _____ day of ___________________ in

_____________________, by and between:

BELLE CORPORATION, a corporation duly organized and

existing under Philippine law, with principal office at 28th Floor, East
Tower, Philippine Stock Exchange Center, Exchange Road, Ortigas
Centre, Pasig City, represented herein by its President and Chief
Executive Officer, GREGORIO T. YU, hereinafter referred to as the
"FIRST PARTY";

and

EDWARD CHIONGBIAN, of legal age, Filipino citizen,

married to Odette Chiongbian, and a resident of Ayala Alabang
Village, Alabang Muntinlupa City, Metro Manila;

HENRY CHIONGBIAN, of legal age, Filipino citizen, married

to Lourdes Chiongbian, and residing at Ayala Alabang Village,
Alabang Muntinlupa City, Metro Manila;

PETER F. TANCHI, of legal age, Filipino citizen, married to

Deonna H. Tanchi, and residing at No. 178 Swallow Drive,
Greenmeadow Subdivision, Quezon City;

GREG YANG, of legal age, Filipino citizen, married to

Teresita Yang, and residing at Ayala Alabang Village, Alabang
Muntinlupa City, Metro Manila;

LAURENCE P. ALMEDA, RAYMUND THEODORE A.

ALMEDA, JOSEPH RAYMUND C. ALMEDA, PATRICIA MAY
C. ALMEDA, of legal age; MARIA CRISELDA C. ALMEDA,
JAMES LAURENCE C. ALMEDA, and JOHN PONCIANO C.
ALMEDA, minors and represented in this act by their father and legal
guardian, LAURENCE P. ALMEDA; all Filipino citizens, and
residing at Tinzel Homes, Bicutan, Taguig, Metro Manila;

hereinafter collectively referred to as the "SECOND PARTY";

WITNESSETH That:
 WHEREAS, the FIRST PARTY is the developer and owner of The Tagaytay
Midlands Golf Course Project situated in Barangays Quiling, Aya, Tumaway and
Tranca, Municipality of Talisay, Batangas (the "Tagaytay Midlands Project");

WHEREAS, the SECOND PARTY represent themselves to be the sole

beneficial owners of a parcel of land situated in Tanauan, Batangas consisting of
136,074 square meters covered by Transfer Certificate of Title No. T-5786 of the
Registry of Deeds of Tanauan, Batangas (the "PROPERTY") issued in the names of
Melecio Perez, Victorina Moncayo, and Basilisa Perez, which is more particularly
described as follows:

Transfer Certificate of Title No. T-5786

Registry of Deeds of Tanauan, Batangas

"A parcel of land (Lot No. 6658 of the cadastral survey of

Tanauan), with the improvements thereon, situated in the Municipality
of Tanauan. Bounded on the NE ., by Lot No. 6657; on the SE., by Lot
Nos. 6659 and 6660; on the SW., by the property of Juan Moya in the
Municipality of Talisay and a creek; and on the NW., by Lot. No. 1991
of the Calamba Cadastre; B.L. Cad No. 154. Beginning at a point
marked "1" on plan, being identical with M.B.M. No. 1; thence N. 71
deg. 05'E., 311.60 m. to point "2" thence N. 71 deg. 05'E., 80.00 m. to
point "3" thence N. 71 deg. 05'E., 157.16 m. to point "4" thence S. 33
deg. 18'E., 67.26 m. to point "5" thence S. 7 deg. 58'W., 31.40 m. to
point "6" thence S. 53 deg. 39'W., 208.73 m. to point "7" thence N. 30
deg. 25'W., 16.85 m. to point "8" thence S. 19 deg. 23'E., 51.92 m. to
point "9" thence S. 40 deg. 59'W., 60.62 m. to point "10" thence S. 21
deg. 01'W., 94.30 m. to point "11" thence S. 49 deg. 50'W 67.13 m. to
point "12" thence S. 65 deg. 18'W., 107.74 m. to point "13" thence S. 21
deg. 48'W., 53.41 m. to point "14" thence S. 83 deg. 17'd., 4.09 m. to
point "15" thence N. 34 deg. 52'W., 50.58 m. to point "16" thence N. 19
deg. 58'E., 81.58 m. to point "17" thence n. 16 deg. 08'W., 166.85 m. to
point "18" thence n. 29 deg. 39'w., 110.76 m. to the point of beginning;
containing an area of ONE HUNDRED THIRTY SIX THOUSAND
AND SEVENTY FOUR SQUARE METERS (136,074), more or less.
All point referred to are indicated on the plan; bearing true; declination
0 deg. 48'E., date of survey, Feb. 1920 March 1923"

WHEREAS, the FIRST PARTY has constructed a road adjacent to the

PROPERTY from the Tagaytay Highlands Complex leading to the Tagaytay Midlands
Project (the "Road");

WHEREAS, at the time of the construction of the Road, the FIRST PARTY's
survey showed that the Road is to be constructed entirely on the FIRST PARTY's
property or properties over which the FIRST PARTY has obtained right of way;

WHEREAS, after a resurvey made upon the request of the SECOND PARTY,
a segment of the Road appears to have been constructed on a portion of the
PROPERTY consisting of approximately 4,335 square meters (the "Affected Area"),
the specifications and technical description of which are contained in Annex "A" and
integrally attached hereto;
 WHEREAS, the SECOND PARTY acknowledges that the construction of the
aforesaid segment of the Road on its property by the FIRST PARTY was done in
good faith arising from reliance on surveys and tax declarations which later turned out
to be inaccurate;

WHEREAS, the SECOND PARTY also stand to benefit from the construction
of the Road as they have no adequate outlet or access to a public highway from the
PROPERTY.

NOW, THEREFORE, for and in consideration of the foregoing and the

stipulations hereafter appearing, the parties have agreed as follows:

1. Right of Way

1.1 The FIRST PARTY hereby constitutes in favor of the SECOND

PARTY, their heirs, assigns, successors-in-interest, and representatives a perpetual
right of way over the Road for the purpose of accessing the PROPERTY, as follows:

1.1.1 Passenger vehicles shall have right of way through the Tagaytay
Highlands road network. This easement is solely for access to
the PROPERTY and not to any other facilities or destinations
within the Tagaytay Highlands and Midlands Complexes.
Accordingly, unless the persons availing themselves of this
easement are members of the Clubs, they must proceed directly
to the PROPERTY through the shortest and most direct route.

1.1.2 Construction and other heavy equipment vehicles going to and

from the PROPERTY shall use that segment of the Road
accessible from the existing Barangay Road of Barangay
Suplang, Tanauan, Batangas (the "Suplang Access Road").

1.1.3 Should for any reason, access through the Suplang Access Road
by construction and other heavy equipment and vehicles be not
feasible or wholly impracticable, the SECOND PARTY may
request the FIRST PARTY in writing, permission to access the
PROPERTY through the Tagaytay City access road which
permission shall not be unreasonably withheld provided that (a)
such access is feasible and will not cause damage to the road
network or surrounding properties and (b) arrangements
satisfactory to the FIRST PARTY are made to ensure that the
FIRST PARTY and the members of all the Clubs in the
Tagaytay Highlands and Midlands Complexes (the "Clubs") are
not inconvenienced or prejudiced.

1.1.4 The SECOND PARTY shall assume any damage caused by

such access and hold the FIRST PARTY free and harmless from
any liability or claims arising therefrom.
1.1.5 Should the right of way granted in Article 1.3 be required for an
extended period, the SECOND PARTY shall ensure that the
same is reasonably required and undertakes to share the cost of
maintenance of the segment of the Road being used.
 1.2 In the same manner, the SECOND PARTY hereby constitute in favor
of the FIRST PARTY, the members and guests of the Clubs and the FIRST PARTY's,
subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns a
perpetual easement including right of way over the Affected Area.

2. Undertakings

2.1 The FIRST PARTY shall construct, at no cost to the SECOND

PARTY, a base course road network on the PROPERTY in
accordance with the development plan submitted by the
SECOND PARTY. The earthworks for the construction of said
road network and the base course shall be laid according to
DPWH standards for roads and highways.

2.2 The SECOND PARTY may tap into the power and water
supplies of the FIRST PARTY for the sole purpose of providing
the PROPERTY with electric power and water sufficient for
domestic use of the SECOND PARTY.

2.2.1 The FIRST PARTY undertakes to install an electric line,

together with the necessary poles, transformers and meter
up to the Point of Delivery. For purposes of this
agreement, Point of Delivery shall mean that point of the
boundary line between the Affected Area and the
PROPERTY nearest to the power or water line, as the
case may be, of the FIRST PARTY.

2.2.2 The FIRST PARTY undertakes to install a water main

commencing at the nearest water pipeline running to the
Point of Delivery together with such valves necessary to
permit metering of water to the FIRST PARTY.

2.2.3 The SECOND PARTY shall at its own risk and expense
install and keep in good and safe condition all utility
lines, machinery, and apparatus which may be required
for receiving power or water from the FIRST PARTY at
the Point of Delivery, and for distributing and utilizing
such power or water within the PROPERTY.

2.2.4 The SECOND PARTY shall promptly pay to the FIRST

PARTY all electrical and water consumption within 10
days from receipt of the statement of account/billing from
the FIRST PARTY.

2.3 The parties recognize that as a result of the Road construction, a

portion of the PROPERTY with an area of approximately 708
sq. meters, more or less, was isolated and cut off from the rest of
the PROPERTY (the "Isolated Portion"). The FIRST PARTY
shall buy the Isolated Portion from the SECOND PARTY at the
agreed price of P1,500.00 per square meter payment for which
may be made in kind including but not limited to share/s in any
of the development projects of the FIRST PARTY. The
appropriate sale documents shall be prepared and finalized as
 soon as the exact area of the Isolated Portion is determined upon
a joint survey by the parties.

3. Waiver of Action

In consideration for the grant by the FIRST PARTY to the SECOND PARTY
of a right of way on the Road, the construction of the Access Road on the
PROPERTY, access to the FIRST PARTY's power and water supplies and payment
for the Isolated Portion, the SECOND PARTY hereby waives all claims, causes of
action and remedies they may have under law against the FIRST PARTY, its officers,
directors, stockholders, representatives, agents, successors-in-interest, arising from or
in connection with the construction of a segment of the Road on a portion of the
PROPERTY.

4. Warranties, Representations and Undertakings of the SECOND

PARTY

4.1 The SECOND PARTY warrant that they are the sole, lawful, beneficial
owners and are in complete and peaceable possession of the PROPERTY and have
full right and authority to enter into this Agreement with the FIRST PARTY.

4.2 The SECOND PARTY shall and at all times use the PROPERTY in
accordance with the zoning and development requirements of the Tagaytay-Taal
Presidential Commission created pursuant to Executive Order No. 84 dated 24 April
1999 and its amendments.

4.3 The SECOND PARTY shall secure all permits, licenses, and other
regulatory approvals from the Tagaytay-Taal Presidential Commission and all other
pertinent government agencies both national and local in the event of any change in
use and development of the PROPERTY.

4.4 The FIRST PARTY shall notify the SECOND PARTY in writing in
case of change in use of the PROPERTY or in case any development work in the
PROPERTY is undertaken.

4.5 The PARTIES herein, their assigns, successors-in-interest and

transferees warrant that except as otherwise provided in this Agreement, they will not
commit, or cause to be committed any act, that will hinder, stop, defeat or in any
manner adversely affect the each other's right over and use, maintenance, and
enjoyment of the Road (Annex "A"). SECOND PARTY further warrants that they,
their heirs, assigns, transferees and successors-in-interest shall not perform any act
inimical to the FIRST PARTY or the Clubs or in any way hinder the free and
unfettered enjoyment by the members of the Clubs and their facilities.

5. Dispute Resolution

5.1 Should any dispute arise between the parties in relation to or in

connection with this Agreement and its implementation, particularly on the matter of
the change in use of the PROPERTY, the parties shall endeavor to resolve the same
amicably and hereby agrees to meet and discuss any unresolved controversy until the
parties reach a mutually acceptable resolution thereof. If despite efforts of the parties,
the dispute could not be resolved amicably, the same shall be referred to arbitration.
 5.2 All disputes or differences arising between the parties in respect of this
Agreement, or the breach, termination or inability thereof, which cannot be resolved
pursuant to Article 4.3 hereof, shall be finally settled by arbitration in accordance with
the rules of and under the auspices of the Philippine Dispute Resolution Center, Inc.

5.3 The number of arbitrators shall be three (3). Within ten (10) days after
the initiation of arbitration proceedings, the parties shall each select one (1) arbitrator.
The decision in writing of at least two (2) of the three (3) arbitrators shall be final and
binding on the parties.

5.4 The arbitration hearing shall be conducted in the English Language and
all documents shall be submitted in English.

5.5 The arbitration hearing shall take place in Pasig City unless the parties
agree in writing to a different location.

5.6 The award rendered by arbitration shall be final and binding upon the
parties hereto, who expressly waive all and any rights of appeal from all and any
awards.
5.7 All costs and fees associated with the Arbitration shall be paid by the
losing party, including reasonable legal and witness expenses of the winning party.

5.8 This Agreement shall be governed and interpreted in accordance with

Philippine laws and the exclusive venue of any action to be instituted by any party
hereto including enforcement of any arbitral award shall be the proper courts of Pasig
City.

6. Right of First Refusal

6.1 The FIRST PARTY shall have the right of first refusal to purchase,
lease or enter into any joint venture to develop the entire PROPERTY in the event that
the SECOND PARTY receive a bonafide offer therefor.

6.2 Should the FIRST PARTY exercise its right herein, any agreement to
be executed between the parties herein shall be at the same price, terms and conditions
of the bonafide offer unless the SECOND PARTY waives the same. The FIRST
PARTY has sixty (60) days from receipt of written notice from the SECOND PARTY
of such bona fide offer within which to exercise said right of first refusal.

6.3 This right of first refusal shall not apply in case the PROPERTY is
subdivided into smaller lots by the SECOND PARTY.

7. Miscellaneous

7.1 This Agreement embodies all the terms and conditions agreed upon
between the parties as to the subject matter of this Agreement . No modification or
amendment of this Agreement shall be binding upon the parties except in writing and
signed by the parties.

7.2 The rights of any of the parties shall not be prejudiced or restricted by
any indulgence or forbearance extended to the other parties and no waiver by any
party in respect of any breach shall operate as a waiver in respect of any subsequent
breach.
 7.3 This Agreement shall be binding on the respective heirs and assigns
and successors-in-interest of the parties hereto.

IN WITNESS WHEREOF, the parties have hereunto signed this documents

this ____ day of __________________ at ____________________.

BELLE CORPORATION EDWARD CHIONGBIAN

(First Party) (Second Party)

By:

GREGORIO T. YU HENRY CHIONGBIAN

President and Chief Executive Officer (Second Party)

PETER F. TANCHI
(Second Party)

GREG YANG
(Second Party)

LAURENCE P. ALMEDA
(For himself and in behalf of
Maria Criselda C. Almeda,
James Laurence C. Almeda, and
John Ponciano C. Almeda)
(Second Party)

RAYMUND THEODORE A.
ALMEDA
(Second Party)

JOSEPH RAYMUND C. ALMEDA

(Second Party)

PATRICIA MAY C. ALMEDA

(Second Party)

SIGNED IN THE PRESENCE OF:

______________________ ______________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public, in and for _____________________,

personally appeared the following persons, to wit:

Name Comm. Tax Cert. No./Date/Place Issued

Belle Corporation
Gregorio T. Yu
Edward Chiongbian
Henry Chiongbian
Greg Yang
Laurence P. Almeda
Raymund Theodore A. Almeda
Joseph Raymund C. Almeda
Patricia May C. Almeda

known to me and to me known to be same persons who executed the foregoing and
acknowledged to me that the same is their free and voluntary act and deed.

This instrument refers to an Agreement of Right of Way consisting of eight (8)

pages including this page on which this acknowledgment deed appears, signed by the
parties and their respective witnesses on all pages thereof.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2000.
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