- DRAFT -

CONTRACT FOR THE CONSTRUCTION OF

RESIDENTIAL CONDOMINIUM
BUILDINGS AT PINECREST VILLAGE

KNOW ALL MEN BY THESE PRESENTS:

BELLE CORPORATION, a corporation duly organized under

Philippine laws with principal office at the 28/F Tektite Tower I,
Exchange Road, Ortigas Center, Pasig, Metro Manila, hereinafter referred
to as the "CLIENT", represented by its President, GREGORIO T. YU;

- and -

____________________________, a corporation duly organized

and existing under the laws of the Philippines, with offices at
____________________ _________________________________, herein
referred to as the "CONTRACTOR", represented by JESUS Z.
SENSENG.

Acknowledge that -

1. CLIENT is the owner-developer of a condominium project located in

Tagaytay Highlands International Golf Club, known as Pinecrest Village consisting of
cluster of buildings of different designs and specifications (referred to as the Project).

2. CONTRACTOR has represented itself to be competent and an expert in

and to be fully capable of constructing the Project and has offered to supply the
necessary works labor, tools, and materials for CLIENT in accordance with the plans and
specifications required and approved by the latter.

ACCORDINGLY, the parties have agreed as follows -

ARTICLE 1. CONTRACT DOCUMENTS

1.1 Components

It is mutually understood that the following form part of this Contract:

a) Annex 1- Plans, consisting of [__] sheets and

Specifications, consisting of [___] pages of the Project
prepared by the Pablo R. Antonio, Jr and Partners;

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 b) Annex 2- Items of Work and Bill of Quantities

c) Annex 3- ____________________________________

1.2 Contract as a Whole

The Articles of this Contract and its Annexes and attachments are intended to be
correlative and mutually explanatory and should be viewed and construed as a whole,
and if such construction so indicates, any obligation or duty required in one document
and not mentioned in another shall be performed to the same extent and purpose as
though required by all. The misplacement, addition or omission of a word or character
shall not change the intent of any part of this Contract from that set forth by this Contract
as a whole.

1.3 Conflicts; Ambiguities

If CONTRACTOR shall discover any conflict, ambiguity, error, omission or

discrepancy among the documents forming part of this Contract, the matter shall be
submitted immediately by CONTRACTOR in writing to CLIENT for clarification
together with CONTRACTOR's comments and proposal to resolve the same.
CONTRACTOR shall be solely responsible for requesting promptly any interpretation or
clarification of this Contract and shall bear all costs and expenses it may incur by its
failure to do so. Any duty or obligation affected by such conflict, ambiguity, error,
omission or discrepancy, which is performed by CONTRACTOR subsequent to
discovery but prior to clarification by CLIENT, shall be at CONTRACTOR's risk.

1.4 Contract to Prevail

In the event of any irreconcilable conflict or discrepancy between the Articles of

this Contract and the Annexes and attachments hereof, the former shall prevail. In
determining whether or not any such conflict or discrepancy exists, it shall be borne in
mind that the Annexes are intended to provide detailed elaboration of general statements
in the Articles of this Contract. In any event, CLIENT and CONTRACTOR shall
mutually resolve such conflict, ambiguity, error, omission or discrepancy.

1.5 Documents, Data and Proprietary Information

All materials and documents prepared or developed by CONTRACTOR or its

employees, representatives, subcontractors or suppliers in connection with the
performance of its obligations under, arising out of or otherwise relating in any way to,
this Contract including all manuals, data, designs, drawings, plans, specifications, reports
and calculations, procurement documents, summaries, maps, models and samples shall
become the property of CLIENT, and copies thereof shall be handed over to CLIENT,
together with any material and documents furnished to CONTRACTOR by CLIENT in
accordance with the requirements of this Contract. No copies of such materials and
documents shall be made except as needed for the execution of contracted works and
shall not be submitted to third parties for examination without the written consent of
CLIENT. CLIENT shall have the right to use such materials and documents in

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connection with the Project and CONTRACTOR shall not be entitled to additional
compensation by reason of such use by CLIENT. CONTRACTOR shall continue to
have such intellectual property rights as it may have in respect of such materials and
documents and the right to use the same in connection with its business operations.

In addition, all the foregoing materials and documents shall be available for
review by CLIENT or its duly authorized representatives at all reasonable times during
their development and promptly upon completion. All such materials and documents
required to be submitted for the approval of CLIENT shall be prepared and processed in
accordance with the requirements and specifications set forth in the Annexes to this
Contract. However, CLIENT's approval of materials and documents submitted by
CONTRACTOR shall not relieve CONTRACTOR of its responsibility for the
correctness thereof or of its obligation to meet all the specifications and requirements of
this Contract.

1.6 Definitions

For purposes of this Contract, the following words and expressions (except as
otherwise expressly provided or unless the context otherwise requires) shall have the
meanings hereby assigned to them. The definitions of the following terms are intended
to supplement and not replace any definitions contained in any of the documents
incorporated by reference herein, but in case of conflict or inconsistencies, the definitions
set forth in this Article shall prevail.

"Basic Design" shall mean the design for the Project with the technical data and
description set forth in Annex "1".

"Business Day" shall mean a day on which commercial banks are open for
business in Pasig, Metro Manila.

"Change" shall mean any substitution or modification of any equipment and

materials forming part of the Project requested by CLIENT or CONTRACTOR.

"Contract" shall mean this Contract, including all the Annexes and attachments
incorporated hereto under Article 1.1, as the same may be amended in writing from to
time.

"Delivery Time" shall have the meaning set forth in Article 7.1.

"Down Payment" shall mean payments made by CLIENT to CONTRACTOR

under Article 6.2(a).

"Engineer" refers to CLIENT's representative appointed under Article 5.

"Force Majeure" shall mean events beyond the control of and affecting either
party which cannot be foreseen or if foreseeable cannot be either prevented or avoided by
the exercise of due diligence, such as but not limited to revolution, rebellion or
insurrection, state intervention, act of war (declared or undeclared), hostilities, riot or

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civil commotion, earthquake, fire, volcanic eruptions or other natural physical disasters
and general or industry-wide strikes.

"Project" shall refer to the object of this Contract, including without limitation, all
such labor, materials, tools, spare parts and supplies appurtenant thereof, as well as all
items set forth in the Scope of Work provided in Article 2.2 hereof.

"Project Site" or "Site" shall mean the territorial limits of the parcels of land in
Tagaytay City within which the Project is to be undertaken.

"Site Regulations" refers to such rules and regulations as may be promulgated by

CLIENT governing the conduct of personnel in the Site for security and safety of
individuals and properties found therein.

"Supply" shall have the meaning set forth in Article 2.2.

"Writing" shall mean any manuscript, typewritten or printed statement whether

under hand or seal, including, save where the context otherwise requires, a telex,
facsimile message or cable which is promptly confirmed in writing.

"Works" shall refer to the Scope of Work under Article 2.2.

1.7 Interpretation

Words importing persons shall include firms and corporations. Words importing
the singular shall also include the plural, and vice versa, where the context so admits.
Reference to "days", "weeks", and "months", unless otherwise expressly provided, shall
mean calendar days, weeks and months of the Gregorian calendar. References to Articles
and Annexes are to be construed as references to articles and annexes of this Contract.
Titles and captions have been utilized for convenience only and shall be disregarded in
construing the provisions of this Contract.

ARTICLE 2. OBJECT & OVERALL SCOPE OF CONTRACT

2.1 Object of Contract

The object of this Contract is the engagement of CONTRACTOR for the purpose
of constructing residential condominium type of buildings in Pinecrest Village in
accordance with the component documents enumerated in Article I and the provisions of
this Contract.
2.2 Scope of Work

The scope of work required of CONTRACTOR under this Contract shall include
the engineering, fabrication, construction, installation and delivery, as a whole, of the
object of this Contract, the provision of all necessary documentation, and the complete
supply of labor and materials and other necessary supplies, facilities and accessories.
More specifically, CONTRACTOR undertakes the following:

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 (a) Supply of complete labor, tools, consumables, and materials for the
construction of residential - condominium type of buildings in Pinecrest
Village including earthworks, concrete works, rebar works, form works
and masonry works as described in the Items of Works and Bill of
Quantities attached herewith as Annex " 2 "; Provided, however, that
CONTRACTOR may make use of CLIENT'S steel forms, steel scaffolds,
and heavy equipment such as __________ to facilitate CONTRACTOR's
compliance with its obligations herein. Provided further, that materials
usage that exceed the bill of quantities covering the items of work in
Annex "2" shall be for the account of CONTRACTOR unless said
overage is covered by approved change or extra work in accordance with
Article 10.

(b) Transport and delivery of materials to the Project Site;

ARTICLE 3. REPRESENTATIONS OF CONTRACTOR

CONTRACTOR represents and warrants unto CLIENT that:

(a) It is a legal entity duly organized, validly existing and has the required and
appropriate professional capabilities, qualifications, experience, technical
expertise and financial resources, and also has available or will make
available the necessary equipment, qualified workers, suitable materials,
facilities and services, to perform its obligations under this Contract in an
efficient, professional and timely manner in accordance with the terms
hereof;

(b) It has full capacity, power and authority to enter into this Contract and to
perform its obligations hereunder, and has taken all necessary actions to
authorize the execution, delivery and performance of this Contract;

(c) This Contract is a legal, valid and binding obligation of CONTRACTOR

enforceable against such entity in accordance with its terms in the courts
of the Philippines;

(d) There is no material action, arbitration proceeding or governmental

investigation or proceeding pending or threatened against
CONTRACTOR or its properties or business, nor is there any basis for
any future action, arbitration proceeding, or investigation which, if
adversely decided against CONTRACTOR, would have an adverse effect
upon its financial condition, technical capability, or CLIENT's use,
enjoyment of and title to the Project;

(e) No fees, royalties, penalties and/or other charges shall be payable by

CLIENT under the terms of any license or permission in respect of any
design or process of the Project, and any work done or method employed
in the construction thereof, or in respect of the use of the Project or any

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 part thereof.

ARTICLE 4. COVENANTS OF THE CONTRACTOR

4.1 General Obligations of CONTRACTOR

CONTRACTOR hereby assumes the following general obligations:

(a) To ensure competent, efficient and satisfactory fabrication, delivery,

installation, erection and construction of the Project in accordance with
the technical description and specifications in Annexes " ___ " and " ___ "
hereof, fit and operational for the purpose and use for which it is intended.

(b) To completely deliver the Project to CLIENT within the period provided
in Article 7.1.

(c) To completely carry out and execute the fabrication, delivery, installation,
erection and construction of the Project, in accordance with current
internationally accepted construction standards, unless otherwise specified
by CLIENT, and to proceed with the all appropriate diligence and care,
always in compliance with the agreed Plans and Specifications and in
accordance with the provisions of this Contract.

(d) To completely repair and/or replace to the satisfaction of CLIENT all

equipment, steel forms, steel scaffolds or the damaged or worn parts
thereof and other items borrowed by CONTRACTOR from CLIENT to
enable it to facilitate compliance with its obligation herein.

(e) To comply with all covenants and stipulations under contracts it entered or
shall enter into in connection with the performance of its obligations
under this Contract.

4.2 Insurance

Without limiting CONTRACTOR's liabilities, CONTRACTOR will, at its own

expense take out the following insurance/bonds under terms and conditions and from
insurance companies nominated by CONTRACTOR and accepted by CLIENT.

(a) Within Seven (7) days from execution of this Contract, a General Liability
Insurance for an amount of equivalent to Ten (10%) percent of the
Contract Price for the benefit of CONTRACTOR, sub-contractors and
CLIENT, their employees and agents for claims for bodily injury, death or
property damage which may arise from operations under this Contract.
Provided that should such liability insurance be found insufficient to cover
the contingency insured against, CONTRACTOR shall make good the
difference. This is without prejudice to the fulfillment by
CONTRACTOR of its obligation under Article 4.5.

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 (b) Upon receipt of the Down Payment, a Performance Bond in favor of the
CLIENT in the amount equivalent to Twenty Percent (20%) of the
Contract Price for the faithful performance of CONTRACTOR's work
under this Contract which shall be released by CLIENT upon issuance of
the Certificate of Final Acceptance.

(c) Within Seven (7) days from the execution of this Contract, a Surety Bond
in favor of the CLIENT in the amount equivalent to thirty percent (30%)
of the contract price covering payments and obligations arising from or
due under this Contract. This Bond shall also constitute the bond required
conformably with the Labor Code of the Philippines and Act no. 3959
guaranteeing the payment of wages and benefits of CONTRACTOR's and
subcontractors' laborers. CONTRACTOR shall withhold sufficient
amounts from the payments due its subcontractors until the latter shall
have been shown that they have in fact paid the wages and applicable
benefits of the laborers employed by the subcontractors.

CONTRACTORS shall maintain the aforesaid policies in full force and effect
until the complete discharge of its corresponding obligations under this Contract and
CLIENT shall have the right to demand from time to time copies of the policies,
endorsements and renewals and receipts for payments of insurance premiums. If
CONTRACTOR fails to maintain any of these policies in full force and effect or produce
evidence of such maintenance on request, CLIENT shall have the right, but not the
obligation, to take out such policies and pay all relative premiums on behalf of
CONTRACTOR and to deduct the relevant costs from any sums due to CONTRACTOR
under this Contract.

4.3 CONTRACTOR as Independent Contractor, no Agency

In carrying out the Works under this Contract, CONTRACTOR shall be an

independent contractor and shall not, nor shall it represent itself to be, an agent of
CLIENT. As an independent contractor, CONTRACTOR shall have entire control of the
Works in accordance with the provisions of the Contract, and CLIENT shall not in any
manner be answerable or accountable for any violation of ordinances, regulations or laws
or for any injury, death, loss or damage to any person or his property arising from the
acts of CONTRACTOR, its employees, agents, servants and subcontractors and the
latter's employees and agents. CONTRACTOR hereby covenants and agrees to
indemnify CLIENT for any and all such loss, damages or expenses.

In case CLIENT should be sued by any personnel, person or any government

office or agency as an alleged employer of said personnel, CONTRACTOR shall assist
CLIENT in defending itself, and shall indemnify CLIENT and hold CLIENT entirely
free and harmless against any liability or judgment which may be rendered against
CLIENT. The bond executed by CONTRACTOR in favor of CLIENT as required in
Article 4.2(c) hereof shall be used to cover claims against CLIENT, including any claim
for wages, allowances, bonuses and other fringe benefits and expenses incurred by
CLIENT in defending itself against such claims without prejudice to CLIENT's right to
recover from CONTRACTOR amounts not sufficiently covered by the bond.

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4.4 Subcontractors

CONTRACTOR may engage its usual subcontractor(s) and/or sub-suppliers,

associates, consultants and the like, for the design, engineering or manufacture of the
Project or any part thereof which, however, shall not relieve CONTRACTOR from its
duties and obligations under this Contract. CONTRACTOR shall ensure that the terms
and conditions of any subcontract and the like shall comply with and conform to the
terms and conditions of this Contract. CONTRACTOR shall also be responsible for the
observance by any such subcontractor, sub-supplier, associate or consultant of the terms
and conditions of this Contract.

If any portion of the Project which has been subcontracted or delegated by

CONTRACTOR is not prosecuted faithfully in accordance with this Contract, CLIENT
shall advise CONTRACTOR accordingly and after consultations between CLIENT and
CONTRACTOR the subcontractor, sub-supplier or associate or consultant shall be
removed or replaced promptly, provided, however, that any failure of CLIENT to make
such a request shall not relieve CONTRACTOR of its obligations under this Contract.
CLIENT shall not be responsible for delay or costs incurred by CONTRACTOR because
of the removal of a subcontractor, sub-supplier, associate or consultant upon the request
of CLIENT. Upon written request, CONTRACTOR shall furnish CLIENT two (2)
copies of any of its subcontracts, or similar documents entered into pursuant to this
provision.

In the event that CONTRACTOR shall suspend or cease, or threaten to suspend

or cease, its operations, make or offer an assignment for the benefit of creditors, file a
petition in bankruptcy, be adjudicated insolvent or bankrupt, petition or apply for
appointment of receiver or trustee or shall sell, transfer or otherwise dispose of all or
substantially all of its assets, in one or a series of transactions, whether related or not, or
all or a substantial part of the assets of CONTRACTOR shall be expropriated or
threatened with expropriation by any governmental or other authority, or any other action
or proceeding judicially or extrajudicially is taken or instituted by or with respect to
CONTRACTOR, or its properties, which gives rise to serious doubts as to
CONTRACTOR's ability to perform its obligations under this Contract, CLIENT shall
after advising CONTRACTOR, and without incurring any liability whatsoever, have the
right to deal directly with any such subcontractor, sub-supplier, associate, consultant and
the like, that may have been engaged by CONTRACTOR as above, or with any other
third party of CLIENT's own choice, for the engagement of the duties and
responsibilities of CONTRACTOR, that CONTRACTOR, in CLIENT's sole
determination, may not be able to perform, partly or wholly, owing to any of the
aforementioned events. All such design, equipment, materials, spare parts and supplies
relating to the Project that may have been subcontracted shall pertain in ownership to
CLIENT without any liability whatsoever therefor to CONTRACTOR.

Any costs, expenses, charges, fees or damages that CLIENT may incur, suffer or
be made liable for, arising out of or resulting from the foregoing shall be reimbursed in
full by CONTRACTOR upon demand by CLIENT.

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4.5 Liability, Indemnity and Release

CONTRACTOR shall indemnify, defend, save free and harmless and release
CLIENT, its representatives, officers, employees and consultants from any loss, damage,
claim or liability, which is in any manner cause, occasioned by or contributed to in whole
or in part by any failure of COANTRACTOR to comply with the provisions of this
Contract, any material inaccuracy or error or omission in the representations of
CONTRACTOR hereunder, or any act, omission, strict liability, fault or negligence,
whether active or passive, of CONTRACTOR its officers and employees, or those of its
subcontractors, suppliers or consultants, done or arising out of or in connection with the
carrying on of the Works under this Contract.

4.6 Penalties for Non-Compliance

CONTRACTOR agrees to indemnify and save free and harmless CLIENT, its
representatives, officers, employees and consultants from and against any and all
liabilities, obligations, losses, penalties, fines, costs, expenses or disbursements of any
kind and nature whatsoever which CLIENT may in any manner incur, suffer, be put to
pay, or lay out by reason or as a consequence of, or in connection with, any failure by
CONTRACTOR to comply with Article 4.7.

4.7 Compliance with Laws and Regulations

In the implementation of, and subject to the provisions of, this Contract,
CONTRACTOR and its employees and representatives shall at all times comply, and
shall cause all subcontractors, if any, their employees and representatives to comply with
all present and future laws, decrees, ordinances, decisions, regulations and rules,
traditions and customs of the Philippines and of any political subdivision or public
authority thereof, including but not limited to tax, labor, industrial safety, pollution
control, national security and social welfare laws and regulations insofar as the same may
be applicable. It is understood that CONTRACTOR will assume full responsibility for
the payment and collection of all present and future Social Security, Medicare and other
payroll and employment taxes or assessments imposed by Philippine governmental
authorities arising out of or in connection with the carrying out of the Works and under
this Contract. CONTRACTOR and all subcontractors and their respective officers,
employees and representatives, shall abide by CLIENT's Site Regulations.

ARTICLE 5. PARTIES AUTHORIZED REPRESENTATIVE

CLIENT shall designate, by written notice to CONTRACTOR, one or more

persons (hereafter the "Engineer") to act as its authorized representative in connection
with the administration of this Contract . Except as otherwise provided in such written
notice, as modified or supplemented in writing from time to time, the Engineer shall have
the authority to act for CLIENT with respect to the performance of this Contract by
CONTRACTOR with the objective of achieving full compliance by CONTRACTOR
with the terms and provisions of this Contract. CONTRACTOR shall accept and comply
with instructions from the Engineer as though such instructions had been personally

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given by CLIENT and CONTRACTOR shall deal directly with the Engineer in all
matters arising under this Contract, including but not limited to matters involving
Contract interpretation and disputes, and the Engineer may designate qualified technical
advisors or consultants to assist CLIENT in connection with this Contract.

CONTRACTOR shall provide and employ only competent, experienced and

property qualified and trained personnel to perform the Works for which it has been
engaged. If CLIENT so requires, any personnel of CONTRACTOR whom CLIENT
considers not competent shall be removed by CONTRACTOR and replaced with a
competent one.

Before commencing work hereunder, CONTRACTOR shall appoint a competent

authorized field project superintendent (hereafter the "Superintendent") acceptable to
CLIENT to represent, act for and bind CONTRACTOR at all times during the
performance of the Works and shall inform CLIENT in writing of his address and
telephone number, the scope of his authority and of any and all limitations on such
authority. Upon CLIENT's approval of such Superintendent, CONTRACTOR shall not
remove him from the Project without CLIENT's written consent, unless his conduct is
prejudicial to CONTRACTOR or otherwise CONTRACTOR has lost confidence in him
in which case CONTRACTOR may terminate said Superintendent's services with notice
to CLIENT. Such Superintendent shall have overall responsibility for the Works. All
notices, determinations, instructions and other communications given to
CONTRACTOR's superintendent by CLIENT shall be binding upon CONTRACTOR.

ARTICLE 6. CONTRACT PRICE

6.1 Contract Price

For an in consideration of faithfully undertaking its obligations hereunder,

CONTRACTOR shall be paid the amount mentioned in Annex 2 for each type of
building constructed or a total of ____________ for all the buildings in the Project
inclusive of Value Added Tax.

6.2 Terms of Payment

(a) Downpayment.- CLIENT shall pay CONTRACTOR a

downpayment in the amount equal to _____ percent (___) of the Contract
Price upon the signing of this Contract and CONTRACTOR shall
simultaneously issue the corresponding invoice therefor in favor of
CLIENT. This payment shall be repaid by CONTRACTOR in four (4)
equal payments deductible from the Progress Billing. Repayment made
under this subclause is separate and distinct from the Ten percent (10%)
retention made in accordance with 6.2(c) hereunder.

(b) Balance.- At the end of each calendar month, the CONTRACTOR

shall submit to the Engineer for approval, its report of work accomplished
for the month. Based on the approved reports, CONTRACTOR shall

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 submit a request for payment of work accomplishment. Payments shall be
made within Seven (7) calendar days from receipt of the accomplishment
billing invoice, duly certified for payment by the Engineer.

(c) All Progress Payments under (b) above shall be subject to a ten (10%)
percent retention to guarantee the performance by CONTRACTOR of all
its obligations, warranties and representations under this Contract. Such
Retention Money shall be based on the total amount due to
CONTRACTOR for each billing prior to any deduction. The amount
retained shall be returned to CONTRACTOR after appropriate
adjustments, if any, within seven (7) days from issuance by CLIENT of
the Certificate of Final Acceptance and upon presentment by
CONTRACTOR of the Warranty Bond required under Article 9.4.

6.3 CONTRACTOR'S Invoices

CONTRACTOR's invoice, to be presented to CLIENT under this Contract, shall

briefly describe the nature of the payment requested, specify the amount thereof, the
amount of Retention Money and Down Payments to be deducted therefrom, the net
amount payable and the date when due, and shall be in such form or forms to be agreed
upon by the parties.

ARTICLE 7. DELIVERY TIME AND PENALTIES FOR DELAY

7.1 Delivery Time

CONTRACTOR shall complete each building within ___ months from the time
the same was started. In no case, however, shall the entire Project under this Contract be
completed later than __________, or on or before ______________.

Any revision of the Delivery Time shall require the prior written consent of
CLIENT.

7.2 Penalty for Delay

The parties understand that time is of the essence in this Contract. Accordingly,
should CONTRACTOR fail to complete the Works within Delivery Time as provided
above, CONTRACTOR shall pay CLIENT, by way of liquidated damages, a sum
equivalent to One Half of One Percent (0.5%) of the estimated cost of the building under
construction for each calendar day of delay (Sundays and holidays included). However,
the aggregate amount that may be imposed upon CONTRACTOR shall in no case exceed
Ten percent (10%) of the Contract Price.

It is understood that the liquidated damages stipulated in this Article 7.2 are fixed,
agreed, and not by way of penalty; and that to be entitled to such damages, CLIENT shall
not be required to prove actual damages incurred. In case of such delay, CLIENT is
hereby authorized to deduct the amount of liquidated damages from the moneys due or
may become due to CONTRACTOR under this Contract or to collect such amount from

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CONTRACTOR'S Performance or Surety Bond, whichever is convenient and
expeditious for CLIENT.

ARTICLE 8. INSPECTION OF THE PROJECT

8.1 Inspection by CLIENT

Except as otherwise expressly provided in this Contract, CONTRACTOR shall be

responsible for all inspections specified in this Contract or required by law, applicable
codes or sound professional and current international practice. In addition to and without
limiting CONTRACTOR's responsibility for inspection hereunder, all materials,
equipment and facilities supplied as part of or otherwise relating to the Project shall be
subject at all times to review and inspection by CLIENT. CLIENT may, at its own
expense, designate one or more Engineers to carry out such review and inspection. In
addition, CONTRACTOR shall grant the Engineers free access at all reasonable times to,
and shall provide upon request, copies of CONTRACTOR's basic and detailed
engineering design calculations, support materials and date and all other information
concerning the Project.

8.2 Non-Waiver

Neither CLIENT's inspection of or failure to inspect, nor approval or acceptance

of, or payment for the Project or any part thereof shall be construed as a waiver of any
rights of CLIENT under this Contract or of any cause of action arising out of any failure
of performance of this Contract, and CONTRACTOR shall nonetheless be and remain
liable to CLIENT in accordance with this Contract.

8.3 Right to Reject

CLIENT shall have full power to reject at any time any part or all of the Project
as well as erection and installation works that as a result of its inspection has been found
defective, inferior in quality or material or workmanship, not operational or otherwise
unfit for its intended purpose. Any such part of the Project, installation and erection
works so rejected shall be immediately corrected or replaced by CONTRACTOR, by
itself or in coordination with the party engaged for erection and installation works, other
than at CLIENT's expense, and CONTRACTOR shall make available all tools,
instruments, apparata, equipment, facilities, materials and services for carrying out such
inspections without additional expense to CLIENT.

8.4 Certificate of Acceptance

As soon as the Project is completely constructed/installed at the Project Site, the

same shall be inspected/tested by a person or entity mutually acceptable to CLIENT and
CONTRACTOR and if found to be operational to CLIENT's satisfaction, and provided
that CONTRACTOR has corrected, remedied or replaced any defect or deficiency as
provided above in accordance with this Contract, CLIENT shall issue a Certificate of
Acceptance of the Project without prejudice to the provisions hereof on any warranties,
guarantees, and general obligations of CONTRACTOR.

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8.5 Record Books

CONTRACTOR shall provide at the Project Site two (2) Record Books in which
CLIENT shall indicate the date and time of inspection, the place or places inspected and
the comments that CLIENT desires to make. The first Record Book shall be kept by
CONTRACTOR and the second by CLIENT. The entries in the first book shall be
copied by the entrant in the second book. Thereafter, the entries shall be authenticated
by signatures of the duly authorized representatives of each party.

If, in the view of CLIENT, CONTRACTOR is not performing the Works in

accordance with the Plans and Speciications, or the terms of this Contract, such facts
must be stated in the Record Books, stating so far as possible the basis of such statement.
CONTRACTOR shall undertake to immediately correct the defect noted at no cost to
CLIENT. CONTRACTOR shall enter into the Record Books the steps it has taken in
view of the observation of CLIENT.

This recording system is intended to avoid misunderstanding by giving CLIENT

the opportunity to inspect and comment upon the Works and by giving CONTRACTOR
an opportunity to correct the defects pointed out by CLIENT.

ARTICLE 9. GUARANTEES AND WARRANTIES OF CONTRACTOR

9.1 Engineering Guarantee

CONTRACTOR guarantees and warrants that all engineering designs,

specifications and other data to be furnished by it hereunder shall be of top professional
quality and will follow current internationally accepted engineering practice. Without
limiting the generality of the foregoing, CONTRACTOR guarantees and warrants that all
engineering designs, specifications and other data shall at all times comply with or
exceed, and conform, in all instances with the appropriate Philippine building
construction standards.

9.2 Technical Guarantee

CONTRACTOR guarantees and warrants that all materials to be constructed,

fabricated, supplied or provided by it as part of the Project shall be brand new and of
first-class workmanship, fully meeting the specifications and design and fit for the
purposes contemplated in this Contract, and shall be duly constructed or fabricated,
without any defects or repairs, except for repairs expressly authorized in writing by
CLIENT. Any defect or deficiency of the Project or any part thereof in design,
specifications, workmanship, materials, construction, fabrication, assembly, shall be
corrected promptly by CONTRACTOR.

9.3 Procedure for Correction

Any correction of the defect or deficiency of the Project shall be made promptly
by complete repair or physical replacement or by a monetary adjustment as mutually

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agreed upon. If no mutual agreement is reached within seven (7) days from the date
CLIENT expresses its preference in writing to CONTRACTOR, CONTRACTOR shall,
at CLIENT's option, correct the defect or deficiency either by a complete repair or by the
removal of the defective or deficient works and the installation of the replacement or
substitute works. For the works so repaired, replaced or substituted, the term of the
guarantee shall be extended for a further period equal to the period specified in Article
9.4.

9.4 Term of Guarantee

The guarantee shall exist for a period of Twenty-Four (24) months from date of
issuance of the Certificate of Final Acceptance referred to in Article 8.4 For this
purpose, upon issuance of the Certification of Acceptance, CONTRACTOR shall present
to CLIENT a Warranty Bond equivalent to Ten (10%) of the Contract Price to replace
the Performance Bond posted under Article 4.2 (b) hereof. Such Warranty shall answer
for any and all liabilities as well as warranties of CONTRACTOR under this Contract.

ARTICLE 10. CHANGES AND EXTRA WORKS

10.1 Provision for Changes and Extra Works

CLIENT, at any time, without invalidating the provisions herein and without need
of notice to the sureties and bondsmen, may require CONTRACTOR to perform Change
and Extra work. All Change and Extra Work shall be administered in accordance with
the procedure hereinafter set forth, consisting of the issuance of instruction by CLIENT,
the submission of an estimate by CONTRACTOR and the issuance of a Change Order by
CLIENT. CLIENT reserves the right to perform any Change or Extra Work with its own
personnel or hire other contractors to perform such work at such terms and conditions as
may be acceptable to CLIENT. It is understood that the exercise of such right by
CLIENT shall not unduly interfere with the performance of the Works by
CONTRACTOR.

10.2 Instructions Directing Change or Extra Work

When in the opinion of CLIENT, a Change or Extra Work is required, CLIENT

shall issue written instructions to CONTRACTOR with respect thereto, and shall request
CONTRACTOR to submit in writing its comments, if any, on the technical compatibility
of such proposd Change of Extra Work with the Works, the time required for such
Change or Extra Work and its proposed method of adjusting the work schedule and
Delivery Time, all of which shall be discussed by the parties.

In the event of an emergency which, as determined by CLIENT, threatens to

disrupt the orderly performance of the Works or endangers persons or property, CLIENT
may issue to CONTRACTOR summary written instructions if possible under the
circumstances, otherwise oral instructions to be confirmed in writing as soon as possible
thereafter, to perform such Change or Extra Work as CLIENT may in its discretion
believe to be necessary under the circumstances. CONTRACTOR shall carry out such
Change or Extra Work and CLIENT shall compensate CONTRACTOR therefor at such

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price that the parties may agree upon. The parties likewise shall agree on any change of
the Contract Schedule, if the same becomes unavoidable. Such instructions, whether
written or oral, may be accompanied by any drawings and data which are necessary to
show the extent and details of such Change or Extra Work.

If, however, CONTRACTOR receives an order from CLIENT which in

CONTRACTOR's opinion constitutes a Change or Extra Work and which CLIENT has
not so identified, CONTRACTOR shall, within ten (10) days from receipt of such order,
inform CLIENT in writing prior to commencing performance of such order. CLIENT
will review CONTRACTOR's written notice and will advise CONTRACTOR if CLIENT
shall issue an order for Change or Extra Work. In that case, the above provisions shall
apply. In case of disagreement as to whether an order for Change or Extra Work has
been issued, the matter shall be resolved in accordance with Article 13 on Contract
Interpretation and Settlement of Disputes. CONTRACTOR will commence such Change
or Extra Work even without the dispute thereon being first resolved under the aforesaid
procedure.

CONTRACTOR shall not, except in case of an emergency, commence work on

such Change or Extra Work prior to receiving CLIENT's written instructions and shall
perform such work in accordance the said instructions and the provisions of this
Contract. Should CONTRACTOR, except in case of an emergency, proceed with work
associated with an order for Change or Extra Work in advance of formal approval by
CLIENT, all costs incurred by CONTRACTOR for such work shall be borne by
CONTRACTOR if such approval is not given by CLIENT.

10.3 CONTRACTOR'S Estimate

Within five (5) days of its receipt of CLIENT's instructions directing a Change or
Extra Work, CONTRACTOR shall submit in writing to CLIENT all information
requested by CLIENT in such instructions, including the proposed changes, if any, in the
Contract Price and Delivery Time. Sufficient detail shall be provided by
CONTRACTOR in its estimate to permit thorough analysis of the estimate by CLIENT.
In the event that CONTRACTOR shall be required to commence an emergency Change
or Extra Work before its estimate has been prepared and approved, CONTRACTOR shall
record all its activites in respect of the Change or Extra Work for inspection by CLIENT.

ARTICLE 11. FORCE MAJEURE

11.1 No Liability

Subject to the applicable provisions of this Contract, neither party hereto shall be
liable to the other for failure or delay in the performance of part or all of its respective
obligations hereunder nor be deemed to be in breach of this Contract if such failure or
delay is due to Force Majeure, as defined in Article 1.6, affecting the party incurring in
delay or failure.

11.2 Notification

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 Within five (5) days from the date of the recognition of an event of Force
Majeure, the party affected shall first notify the other in writing and in detail, of the
event of Force Majeure and of the obligation or part of the Project the performance of
which is thereby necessarily and actually delayed or prevented. Such notification shall
be accompanied by proper substantiation (which shall include, without limitation,
certifications by proper public authorities). The party affected shall, upon substantiation,
be excused from the timely performance or partial performance, as the case may be, of its
obligations hereunder.

11.3 Mitigation of Effects of Force Majeure

The parties shall meet as soon as possible after such notification, and regularly
thereafter throughout the duration of such event of Force Majeure, in order to endeavor
to mitigate the consequences thereof and to evaluate the consequences of such event on
the provisions of this Contract. Unless otherwise shown to have an actual delaying effect
on the schedule of delivery and supply or any part thereof, no single event of Force
Majeure shall be a ground for CONTRACTOR to excuse its non-performance or to ask
for any extension of Delivery Time.

11.4 Effect upon CONTRACTOR

Should CONTRACTOR be the party prevented from performing its obligations

under this Contract by an event of Force Majeure, CLIENT may, having advised
CONTRACTOR of its intentions, take whatever measures it may deem necessary to
carry out and perform, or cause to be carried out and performed that particular obligation
or part of the Works which CONTRACTOR is unable to perform by reason of such
event. Within five (5) days after the effects of such event have ceased, CONTRACTOR
shall notify CLIENT thereof and CONTRACTOR shall promptly resume the
performance, in accordance with the provisions of this Contract, of the obligations that
had been delayed or prevented by the event, except such obligations if any, carried out or
performed by CLIENT (either directly or through others) during the event.

11.5 Effect upon CLIENT

Should CLIENT be the party prevented from performing its obligations under
this Contract by an event of Force Majeure, CLIENT shall within five (5) days after the
effects of such event shall have ceased, notify CONTRACTOR of the cessation of such
effects and CLIENT shall promptly resume the performance, in accordance with the
provisions of this Contract, of the obligations hereunder that had been delayed or
prevented by such events.

11.6 Option to Terminate

If an event of Force Majeure extends for a continuous period of more than thirty
(30) days and, as a result thereof, either or both parties are unable during such period to

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fulfill or resume performance of any of their obligations hereunder, then CLIENT may in
good faith and in its sole discretion terminate this Contract. Upon such termination,
CONTRACTOR and CLIENT shall determine, and CLIENT shall pay within thirty (30)
Business Days from such determination, the amount due CONTRACTOR that had
already been earned by but not paid to CONTRACTOR with respect to that part of the
Works actually performed by CONTRACTOR in accordance with the provisions of this
Contract.

ARTICLE 12. TERMINATION OF CONTRACT

Upon the occurrence of any of the following events of default, CLIENT may, by
service of written notice on CONTRACTOR, terminate this Contract in whole or in part:

(a) CONTRACTOR shall fail to perform its obligations in accordance with

the Plans and Specifications and such failure is in the opinion of CLIENT,
not remediable, or, if remediable, shall remain unremedied for a period of
more than Thirty (30) days from receipt of written notice from CLIENT.

(b) CONTRACTOR shall fail to obtain the insurance/bonds required under

Article 4.2.

(c) Any representation or warranty made by CONTRACTOR in or in

connection with this Contract or in any certificate, statement or other
documents delivered by it in connection therewith shall prove to have
been untrue, incorrect, or misleading in any material respect.

(d) Any governmental consent, license or authority hereafter required for any
such purpose shall not be obtained within fifteen (15) days from the date
the same shall have first been required.

(e) CONTRACTOR shall suspend or cease, or threaten to suspend or cease,

its operations, make or offer an assignment for the benefit of creditors, file
a petition in bankruptcy, be adjudicated insolvent or bankrupt, petition or
apply for appointment of receiver or trustee or shall sell, transfer or
otherwise dispose of all or substantially all of its assets, in one or a series
of transactions whether related or not, or all or a substantial part of the
assets of CONTRACTOR shall be expropriated or threatened with
expropriation by any governmental or other authority, or any other action
or proceeding judicially or extrajudicially is taken or instituted by or with
respect to CONTRACTOR, or its properties which gives rise to serious
doubts as to CONTRACTOR's ability to perform its obligations under this
Contract.

(f) Any material adverse change shall occur in the financial condition,
business or prospects of CONTRACTOR which, in the reasonable opinion
of CLIENT, may imperil, delay or prevent fulfillment by CONTRACTOR
of any of its obligations under this Contract.

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12.2 Option of CLIENT upon Default

Upon the occurrence of any of the events of default, described in Article 12.1,
CLIENT may, at its option and without prejudice to its other rights or remedies under
this contract and applicable law, suspend the performance of work under this Contract in
whole or in part until the event of default shall have been remedied. In the event of such
suspension, CLIENT shall not be liable for any increased costs which CONTRACTOR
may incur by reason of or during such suspension.

12.3 Performance by CLIENT

Upon termination by CLIENT under Article 12.1 above, CLIENT may take over
and complete the Project by itself or through another contractor of CLIENT's choice. In
such event, CLIENT and the new contractor shall be entitled to the use of
CONTRACTOR's equipment and any temporary works or facilities which may be on the
Project Site or on properties provided by CLIENT in connection with the Project.
Furthermore, CONTRACTOR shall cooperate with CLIENT in minimizing costs and
losses including, if required, transfer of Project in progress to others as directed by
CLIENT and compliance with CLIENT's instructions in respect of termination of
CONTRACTOR's involvement with the Works. In such case CONTRACTOR shall
receive no further payment under this Contract unless the amount of the Contract Price
remaining unpaid shall exceed the expenses incurred by CLIENT in completing said
work plus any damage incurred by CLIENT by reason of CONTRACTOR's default, in
which event CONTRACTOR shall be entitled upon such completion to receive payment
of the amount of such excess, but, if the expense so incurred by CLIENT together with
any such damage incurred by it, shall exceed such amount of the Contract Price
remaining unpaid, the CONTRACTOR shall pay the amount of such excess to CLIENT.

12.4 Damages

In case of termination by CLIENT of this Contract under Article 12.1, CLIENT

shall have, in addition to the right set forth in Article 12.2 and 12.3 above and the right to
claim the penalties provided for in this Contract, the right to compensation for damages
actually suffered by it arising by reason of the event of default and eventual termination
of this Contract. Furthermore, CLIENT may exercise whatever remedies it may have
under any applicable law or in equity, or under any other applicable agreement, which
remedies shall be cumulative and non-exclusive and may be exercised singly or
concurrently.

12.5 Waiver

CONTRACTOR hereby irrevocably waives whatever rights it may have to seek

and obtain a writ of attachment or of injunction or of prohibition or restraining order
against CLIENT and/or its assigns, to prevent or restrain whether temporarily or
permanently, the termination of this Contract by CLIENT, or the letting or
subcontracting to another contractor the performance of this Contract, whether in whole
or in part. This waiver, however, shall be without prejudice to CONTRACTOR's right to
question the lawfulness or validity of CLIENT's exercise of such right through arbitration
proceedings specified in Article 14 of this Contract.

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ARTICLE 13. CONTRACT INTERPRETATION; DISPUTE
SETTLEMENT

13.1 Claims of CONTRACTOR

All claims and questions of CONTRACTOR concerning interpretation or

clarification of this contract or the acceptable performance by CONTRACTOR of its
obligations hereunder, and all questions of CONTRACTOR as to compensation and
extension of time shall be submitted in writing to CLIENT for determination within the
period of time specified in the relevant provision of this Contract or, if no such period if
specified, within seven (7) days after such claim or question arises. CLIENT shall
respond in writing within seven (7) days after receipt of such claim or question, and all
determinations, instructions, and clarifications of CLIENT shall be final, unless
CONTRACTOR files with CLIENT within seven (7) days after CONTRACTOR
receives from CLIENT written notice of any such determinations, instructions or
clarifications, a written protest, stating clearly and in detail the basis thereof.
CONTRACTOR's failure to file such protest within such seven-day period shall
constitute a waiver by CONTRACTOR of all of its rights to protest further, whether to
CLIENT or otherwise.

13.2 Decision on Protest

CLIENT shall issue, as promptly as practicable, a decision writing upon each

such protest. CLIENT's decision shall be final, unless within SEVEN (7) days after
CONTRACTOR receives from CLIENT written notice thereof, CONTRACTOR
disputes such decision by sending written notice to CLIENT. If CONTRACTOR
disputes such decision as aforesaid or if CLIENT has an unresolved claim against
CONTRACTOR, the parties together shall in good faith exert all efforts to resolve such
dispute or claim by whatever means they deem appropriate, including conciliation and
seeking the assistance of technical, accounting or other experts. Only after such efforts
have been exerted and the dispute or claim remains unresolved shall a party be entitled to
bring the matter to arbitration in accordance with Article 14.

13.3 Effects of Dispute

Notwithstanding any such protest, claim, settlement effort or judicial proceeding

relating directly or indirectly to this Contract, and without prejudice to the eventual
outcome thereof, CONTRACTOR shall at all times proceed with the performance of its
obligations under this Contract in accordance with the determinations, instructions and
clarifications of CLIENT, and CLIENT shall continue to carry out its obligations under
this Contract.

ARTICLE 14. ARBITRATION

14.1 Rules

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 All disputes arising out of, or in connection with, this Contract which cannot be
settled amicably between the parties shall be finally settled in accordance with Republic
Act 876 (RA 876) by a tribunal of three arbitrators. It is agreed that one arbitrator shall
be appointed by one party, another arbitrator by the other party and the first two
arbitrators shall agree upon the third arbitrator who shall be chairman of the tribunal.
The first two arbitrators shall continue to consider names of qualified and independent
persons until they reach agreement on a mutually acceptable chairman of the tribunal,
provided however, that the chairman of the tribunal shall be appointed within thirty (30)
days from receipt by either party of the other's request for arbitration. Otherwise, the
arbitrators shall be chosen in accordance with RA 876.

14.2 Venue

The place of arbitration shall be Pasig, Metro Manila

14.3 Finality of Award

Any award by the arbitration tribunal shall be final, inappealable and binding
upon the parties and may be enforced by judgment in a competent court having
jurisdiction in the premises.

ARTICLE 15. MISCELLANEOUS PROVISIONS

15.1 Entire Agreement, Amendments and Approvals

This Contract embodies the entire agreement between CLIENT and

CONTRACTOR relating to the object and over all scope hereof and the parties shall not
be bound by or be liable for any statement, representation, promise, inducement or
understanding of any kind or nature relating to said object and scope which is not set
forth or provided for herein. Except as otherwise expressly provided for in this Contract,
no changes, amendments or modifications of any of the terms or conditions shall be valid
unless reduced to writing and signed by both parties. In addition, all approvals, consents
and determinations by CLIENT shall be in writing, but such action or failure to act by
CLIENT shall not relieve CONTRACTOR of its responsibilities for performance of this
Contract.

15.2 Waiver

None of the provisions of this Contract shall be considered waived by CLIENT

unless such waiver is reduced to writing and signed by CLIENT. No such waiver shall
be construed as a modification of any of the provisions of this Contract or as a waiver of
any past or future default or breach hereof, except as expressly stated in such waiver.

15.3 Assignment

CLIENT and CONTRACTOR shall not, without the consent of each other, assign
this Contract and their respective rights and obligations hereunder to any third person.

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15.4 Notices

Except as otherwise specified herein, any notice required or permitted to be given

hereunder shall be in writing and personally delivered or transmitted by postage prepaid
registered mail to the parties as follows, as the party giving such notice may elect:

To CLIENT : BELLE CORPORATION

28th Floor, Tektite Tower I
Exchange Road, Ortigas Center
Pasig, Metro Manila
Telephone No.635-30-16-22

Attention : Mr. Gregorio T. Yu

With copy furnished to:

TAN & VENTURANZA LAW OFFICES

27th Floor, Tektite Tower I
Ortigas Ave., Ortigas Center
Pasig, Metro Manila

Attention : A. Bayani K. Tan, Esq.

To CONTRACTOR :

Attention : Mr. Jesus Z. Senseng

Except as otherwise specified herein, all notices and other communications shall
be deemed to have been duly received on the date of receipt if delivered personally or
twenty (20) days from the date of posting, if transmitted by mail, whichever shall first
occur.

Any change in the above addresses shall be communicated in writing by one party
to the other and such change shall take effect five (5) Business Days after receipt of such
written notice.

15.5 Severability

Should any provision of this Contract be declared or rendered invalid, prohibited

or unenforceable, the same shall have effect only insofar as concerns that provision

21
declared invalid, prohibited or unenforceable without affecting the remaining provisions
hereof.

15.6 Governing Law

This Contract shall be governed by Philippine Law.

IN ATTESTATION of the above, this Contract has been signed on the ___ day of
________________, 1994 at _____________________.

TAGAYTAY HIGHLANDS
INTERNATIONAL GOLF
CLUB, INC.
T.I.N.

By:

GREGORIO T. YU JESUS Z. SENSENG

President Contractor
T.I.N. 107-465-655 T.I.N.A
C.T.C. 22522924 C.T.C.
Makati, Metro Manila Quezon City
On 23 February 94 On

SIGNED IN THE PRESENCE OF:

___________________ ______________________

REPUBLIC OF THE PHILIPPINES)

) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in Pasig, Metro Manila, this ___ day of
___________ 1994, personally appeared the above named persons with their respective

22
Community Tax Certificate as shown above, all known to me and to me known to be the
same persons who executed the foregoing Contract and acknowledged to me that the
same is their own free and voluntary act and deed, and of the corporations they represent.

This instrument consists of ____ ( ) pages including this page.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

seal at the place date hereinabove written.

Doc. No. _____; Notary Public

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

RSEV/crs/060-5-37
f/clnt/bel/k/rsdntl-k.060

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