ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered into this __ day of __________, 2001 at

________________, Philippines, by and between:

Mr. Jose de Jesus, legal age, married to ____________, Filipino,

and with residence and postal address at Labo Camarines Norte,
hereinafter referred to as “Owner”;

-and-

Imperial Homes Corporation, a corporation duly organized under

the laws of the Philippines with office and postal address at Unit
801, Alabang Business Tower, Acacia Avenue, Madrigal Business
Park, Alabang, Muntinlupa City, Metro Manila, represented in this
act by its Chairman, Gregorio S. Imperial, Jr., and hereinafter
referred to as the “Developer”;

-and-

____________________ BANK-TRUST DEPARTMENT, a

corporation organized under the laws of the Philippines duly
authorized and licensed by the Bangko Sentral ng Pilipinas to
operate as a banking institution with principal offices at
_______________________, represented herein by its
_____________ and Trust Officer, ___________________,
hereinafter referred to as the "Escrow Agent",

WITNESSETH: That,

WHEREAS, the Owner and the Developer are Joint Venture partners in a
land development scheme, covered and embraced under a Joint Venture
Agreement dated _____________;

WHEREAS, the above mentioned Joint Venture Agreement has

been mutually rescinded and/or revoked by the Owner and the Developer on
___________________ ;

WHEREAS, during the effectivity of the Joint venture Agreement,

certain lots have been developed and subdivided by the Developer, incurring
costs and expenses in the process;

WHEREAS, it is agreed by Owner and Developer that by virtue of the

Deed of Rescission of the subject Joint Venture Agreement, the OWNER and
the DEVELOPER will wind up their affairs with respect to the sharing of lots
subdivided, developed, sold or have remained unsold during the effectivity of the
agreement;

WHEREAS, any profit-sharing effected by the DEVELOPER and the

OWNER in winding up the affairs of the Joint Venture Agreement shall be
payable in kind (also in lots);
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WHEREAS, the Owner and the Developer have agreed to appoint

_________________ BANK–TRUST DEPARTMENT as Escrow Agent for
purposes of safekeeping of the lot titles, subject to the final determination by the
OWNER and the DEVELOPER of their respective shares under the rescinded
Joint Venture Agreement;

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

and of the reciprocal rights and obligations herein specified, the parties hereto do
hereby mutually agree as follows:

I. DESIGNATION OF ESCROW AGENT

1.1 The DEVELOPER and the OWNER hereby appoint ______________

- TRUST DEPARTMENT as ESCROW AGENT, and said bank hereby accepts
its designation as such;

1.2. For purposes of opening and administering this Escrow Account

(the "Account"), the ESCROW AGENT has herein designated the following
Escrow Account Number which shall be maintained exclusively for the Escrow
Account: ESCROW ACCOUNT NO. ____________;

II. TERMS AND CONDITIONS OF THE ESCROW

2.1. Upon execution of this Agreement, the DEVELOPER shall deliver

to the ESCROW AGENT all the titles for the lots subdivided, registered, or un-
during the effectivity of the Joint Venture Agreement which shall be deposited in
escrow subject to the conditions herein stipulated;

2.1.1. The undeveloped lots: The total area of

undeveloped lots is ____ square meters divided into ______ saleable lots,
exclusive of roads and open spaces. The undeveloped lots have already
been sub-divided and were issued their corresponding title;

2.1.1.1. DEVELOPER shall return all the undeveloped

lots and surrender their corresponding titles to the OWNER;

2.1.1.2. The actual costs for re-subdividing the entire

area and the titling of each individual lot amounting to P______ per
square meter or a total of P_____ will not be deducted by
DEVELOPER from the OWNER’s share;

2.1.2. The developed lots: “Developed lots” refer to those lots

that have already been sold by DEVELOPER (through financing with the
Home Development Mutual Fund - HDMF) and those lots that have
remained unsold but have been registered and issued title in the name of
DEVELOPER;

2.1.2.1. DEVELOPER’s records indicate that the actual

area it sold through financing from the HDMF reached Three
Thousand Six Hundred Thirty Two (3,632 sq. m.) square meters
while the unsold developed lots whose titles were already
transferred in the name of DEVELOPER (for purposes of
facilitating their expected sale to third parties) total an area of Nine
Thousand Nine Hundred Eighty (9,980 sq. m.) square meters;
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2.1.2.2. DEVELOPER has decided to include the HDMF-

sold lots and the un-sold titled lots (the “Developed Lots”) in
computing the value of OWNER’s share in the sale of lots, based
on the agreed redemption price of P125.00 per square meter;

2.1.2.3. Based on the formula stipulated in Par. 2.1.2.2

hereof, OWNER’s share has been computed as follows: (3,632 sq.
m. + 9,980 sq. m.) x P125.00 = P1,701,500.00 which shall be
paid/compensated in the form of partially developed un-sold lots;

2.1.3. Partially developed lots that have remained unsold : The

total area of partially developed un-sold lots total _______ square meters
valued at P______ per square meter, or a total value of P___________;

2.1.3.1. The appraised value of the partially developed

unsold lots per square meter shall be determined by an
independent appraiser;

2.1.3.2. DEVELOPER’s actual cost incurred in

developing the entire subdivision covered under the Joint Venture
Agreement amount to P8,269,418.18. DEVELOPER shall recover
said development costs from the partially developed unsold lots;

2.1.3.3. Pursuant to Par. 2.1.2.3. hereof, OWNER’s

share in the Joint Venture Agreement total P1,701,500.00, to be
paid from the partially developed unsold lots;

2.1.3.4. Upon determination by an independent

appraiser of the appraised value of the partially developed unsold
lots, DEVELOPER’s share of the partially developed unsold lots will
total ______ square meters while OWNER’s share shall be _____
square meters;

2.2. DEVELOPER shall surrender the titles of the undeveloped lots as

well as titles from partially developed unsold lots to the OWNER corresponding to
the latter’s share, as agreed hereof. DEVELOPER shall, in turn, retain titles of
the partially developed unsold lots corresponding to its share and shall have the
titles of its lots transferred in its name. At any rate, both parties shall continue to
recognize and/or provide the other party and/or its successors-in-interest with a
perpetual road right-of-way;

2.3. Pending final determination by an independent appraiser on which

title shall go to which party, the ESCROW AGENT is authorized to place the
partially developed unsold lot titles under a safety deposit box account or such
suitable storage vault / container, with its own banking department or any of its
branches, subsidiaries or affiliates, or with other banks, under such terms as it
may deem suitable;

2.4. Upon receipt by the ESCROW AGENT of a written instruction

signed and executed by both DEVELOPER and OWNER, the ESCROW AGENT
shall release the titles of the partially developed unsold lots to either the
DEVELOPER or the OWNER, as may be agreed by the parties;
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III. ESCROW AGENT'S FEES

3.1. For the services hereunder rendered, the ESCROW AGENT shall
be paid by the BUYER a flat fee of Pesos: ______________________
(P________) per ______. Said fee shall be paid upon signing of this Escrow
Agreement and every year thereafter on or before the anniversary date of this
Agreement.

IV. TERMINATION OF ESCROW

4.1. This Escrow Agreement shall terminate upon the occurrence of any
of the following events:

4.1.1. Upon the ESCROW AGENT's release of the subject lot titles
to the DEVELOPER and the OWNER in accordance with the provisions of
Par. 2.4 hereof;

4.1.2 Upon submission of a written document and proof from the

DEVELOPER of non-compliance by the OWNER with the terms and
conditions of this Agreement;

4.2 Upon faithful compliance by the parties of the terms hereof and
upon the release of the subject lot titles in accordance with the foregoing
provisions, the Escrow herein created shall terminate, and the duties and
responsibilities of the ESCROW AGENT shall cease.

V. LIABILITIES OF THE ESCROW AGENT

5.1 The ESCROW AGENT shall have no implied and/or discretionary

duty other than those which are expressly enumerated in this Escrow Agreement.
However, the ESCROW AGENT shall have the duty to ascertain the
genuineness of the documents submitted by the parties or any other
documentation to be delivered pursuant to this Escrow Agreement. The
ESCROW AGENT shall also ascertain the authenticity of the signatures
appearing thereon. Provided it has been duly notified beforehand, the ESCROW
AGENT shall be bound by the provisions of this document as signed by the
DEVELOPER and the OWNER and any of the parties claiming interest or
interested from them, or under any agreement or document referred to in this
Escrow Agreement;

5.2 The ESCROW AGENT shall not be responsible nor shall it be liable
for determining whether any lien, encumbrance or impediment exists on the
subject lots;

5.3 The ESCROW AGENT shall not disregard any and all notices or
warnings given by either the DEVELOPER or the OWNER, provided that these
are: (1) written instructions issued in accordance with this Escrow Agreement,
and (2) written instructions issued by courts of competent jurisdiction;

5.4. The ESCROW AGENT is further authorized to comply with and

obey any and all such: (1) written instructions of the parties in accordance with
this Escrow Agreement, or (2) any orders, judgements or decrees of any court,
Provided however, that should any such instruction, order, judgement, or decree
be subsequently reversed, modified, annulled, set aside or vacated, the
ESCROW AGENT shall not be liable to any of the parties hereto or to any other
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person, firm, or corporation claiming rights hereunder, by reason of such

compliance;

5.5. In the event of any controversy arising between the DEVELOPER

and the OWNER and any third party concerning this Escrow Agreement, or in
any case any document or property deposited under this Agreement are affected
by it , the ESCROW AGENT shall not be required to determine the same or take
any action in the premises and may await settlement of the controversy by joint
instruction of such party and such third person or by appropriate legal
proceedings. The parties hereto jointly and severally agree to pay and hold the
ESCROW AGENT free and harmless from and against any and all costs,
charges, damages, judgements and attorney’s fees which the ESCROW AGENT
may incur or suffer in connection with / or arising out of this Agreement;

VI. INCLUSION IN PDIC INSURANCE

6. IT IS UNDERSTOOD THAT THIS ESCROW AGREEMENT IS

COVERED BY THE PHILIPPINE DEPOSIT INSURANCE CORPORATION
(PDIC) AND THAT LOSSES, IF ANY, SHALL BE FOR THE ACCOUNT OF THE
BANK;

VII. NON-WAIVER

7. No failure to exercise and no delay in execution on the part of any

parties hereto of any right, power or privilege hereunder granted shall operate as
a waiver thereof, nor shall any single or partial exercise of any power, right or
privilege preclude any other exercise thereof, or the exercise of any right, power
or privilege;

VIII. GOVERNING LAW

8. This Escrow Agreement shall be governed by and construed in

accordance with the laws of the Republic of the Philippines.

IN WITNESS WHEREOF, the parties have signed these presents, in

_____________, Philippines, on _____________, 2001.

Mr. Jose de Jesus Imperial Homes Corporation

Owner Developer
By:

Gregorio S. Imperial, Jr.

Chairman

-and-

____________________ Bank-Trust Department

Escrow Agent
By:

____________________________
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SIGNED IN THE PRESENCE OF :

________________________ ________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) s.s.

BEFORE ME, a Notary Public for and in _______________ this

______________, personally appeared:

NAME C.T.C. NO. DATE/PLACE ISSUED

1. Jose de Jesus
2. Imperial Homes Corp.
3. Gregorio s. Imperial, Jr.
4. _____________ Bank
5. __________________

all known to me and to me known to be the same persons who executed the
foregoing Escrow Agreement and they acknowledged to me that the same is
their own free voluntary act and deed and those of the entities they represent.

This Escrow Agreement consist of six (6) pages including this page where
the Acknowledgement is written and signed by the parties together with their
instrumental witnesses on each and every page hereof.

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

Doc No. ____;

Page No.____;
Book No.____;
Series of 2001.