MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is made and entered into this ___ day of _________ 1997 by and
between:

DEPARTMENT OF ENVIRONMENT AND NATURAL

RESOURCES, a government agency with principal office address at
Visayas Avenue, Diliman, Quezon City, represented in this act by its
Undersecretary for _____________________, DELFIN GANAPIN, JR.,
hereinafter referred to as "DENR";

- and -

BELLE CORPORATION, a domestic corporation duly

organized and existing under Philippine laws with office address at 28th
Floor, Philippine Stock Exchange Centre, Exchange Road, Ortigas Centre,
Pasig City, hereinafter referred to as "BELLE".

WITNESSETH:

WHEREAS, BELLE is the developer of TAGAYTAY MIDLANDS COUNTRY

CLUB, a golf course complex/residential facilities in Talisay, Batangas consisting of
__________ hectares (the "Project").

WHEREAS, BELLE has been granted an Environment Compliance Certificate

(ECC) by the DENR with the condition, among others, that an Environment Guarantee
Fund (EGF) must be established by BELLE for the purpose of monitoring, rehabilitation
of affected ecosystems, and providing compensation for resultant damages arising from
the construction and development undertaken by BELLE.

WHEREAS, the ECC requires the formulation of an Environmental Monitoring

Plan addressing the potential issues concerning construction of structures that could
endanger life, property and the environment; and, adoption of pollution causing
processes.

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

the mutual covenant hereinafter setforth, the parties have agreed as follows:
I. GENERAL PROVISIONS

1. Belle shall design and construct the Project in accordance with the
environmental standards and specifications contained in its Environmental Impact Study
submitted to DENR.

2. BELLE, in the implementation of the project and in accordance with the

ECC and DENR-EMB guidelines, will establish an EGF and an EMP, taking into
particular consideration the following factors:

a. Presence of structures that could endanger life, property

and the environment in case of structural failure; or

b. Presence of processes that may cause pollution as defined

under Presidential Decree No. 984 and other related pollution laws.

II. ENVIRONMENTAL MONITORING FUND (EMF)

The EMF is a fund which shall be established by PEA-AMARI to support the

activities of the Multi-partite Monitoring Team (MMT) for environmental compliance
monitoring.

The EMF forms of the Environmental Management Plan as required in the

Environmental Compliance Certificate (EGC). The amount of PESOS: FIFTY
THOUSAND (P50,000.00) shall be allocated for the EMF, which shall be subject to
replenishment, and shall be based on the monitoring work program and annual plan
agreed upon by the MMT.

The EMF shall be utilized according to the monitoring work program and annual
plan as agreed upon by the MMT and shall cover all costs attendant to the operation of
the MMT. Specifically, it shall be used to defray the following MMT expenses.

a) transportation costs for official trips authorized by MMT.

b) cost of MMT meeting

c) honoraria of MMT members

d) cost of sampling / shipment / transport of samples

e) cost of documentation (photos, video, etc.)

 f) cost of laboratory analysis

g) cost of hiring outside experts / subcontracting of a

monitoring work to a neutral party

h) cost of training of the MMT

i) cost of preparation of monitoring reports and its

distribution

j) cost of public information campaign / dissemination

The EMF shall be disbursed in accordance with the following guidelines.

a) Prior to any disbursement, the DENR-EMF / Regional

Office shall review and affirm / approve the work plan and operating
budget adopted by the MMT.

b) Based on the monitoring schedule, program and budget

affirmed / approved by the EMF / DENR RO, PEA-AMARI shall disburse
the fund on a cash advance basis. A monthly accounting statement
determines the amount of the next cash advance must be accompanied by
valid receipts.

c) Accounting of all expenses by the MMT shall be

undertaken by PEA-AMARI.

d) Auditing shall be undertaken and / or Supervised by the

Executive Management Committee organized under the MMT.

Multi-Sectoral Monitoring Team

The parties hereto agreed to form a Multisectoral Monitoring

Team of six (6) members which shall be governed by the Multipartite
Monitoring Guidelines in Annex A. The team shall consist of a
representative from the DENR, National Capital Region. PEA, AMARI,
and a representative from one local environmental Non-Government
Organizations (NGO) accredited by the LGU concerned PEA-AMARI
shall make available and accessible to the MMT such information
concerning the construction and operation of the reclamation project
necessary to determine compliance with the ECC and all applicable laws
 and regulations. At least two (2) members of the MMT or their duly
authorized representatives, acting as a single group, shall be entitled to
inspect and observe the construction and operation of the reclamation
project provided that (i) a single member of the MMT or his duly
authorized representative shall have the inspection rights granted herein
for the purpose of responding to an emergency situation, and (ii) nothing
herein restrict visitorial powers granted by laws to any individual member
of the MMT.

A representative of PEA-AMARI shall be made available,

anytime, day or night, to accompany the members of the MMT. During
such inspections, the MMT shall comply with all reasonable health and
safety requirements of PEA-AMARI. For failure on the part of PEA-
AMARI to observe the minimum requirement of operations prescribed by
the ECC, and thus jeopardize the primary impact zone and radius impact
zone of the reclamation area and its related facilities, the health and safety
of the inhabitants, the MMT shall conduct an investigation and if
necessary, recommend the appropriate action to the DENR, furnishing a
copy to PEA-AMARI, which may include suspension and cessation of
operations of the activities in the project site, subject to pertinent rules and
regulations of the DENR.

III. ENVIRONMENTAL GUARANTEE FUND (EGF)

The EGF shall have two (2) major components namely the Damage Liability
Fund (DLF) and the Environmental Management Plan Cash Fund (EMPCF) which shall
be used exclusively for the following purposes:

a) The immediate rehabilitation of areas affected by damages in the

environment and the resulting deterioration of environmental quality as a
direct consequence of project construction, operation and abandonment.

b) The just compensation of parties and communities affected by the

negative impacts of the project;

c) As a fund source to implement community based environmental related

projects including education, information, awareness and preparedeness
programs, and

d) As a fund source for contingency clean up activities.

The committee shall undertake the following functions:

 1) Manage, control and operate the EGF in accordance with agreed and
established internal procedures on the mechanisms for fund disbursement,
processing, validation, accounting and documentation.

2) Resolve issues involving rehabilitation and similar claims for damages

that may be brought before it.

3) Decide issues on complaints / questions involving the implementation of

the rehabilitation program between PEA-AMARI and the aggrieved party.

4) Designate entities or individual in the event that the issues and cases must
be resolved by an independent body.

5) Hire credible experts to conduct independent studies and research on the

environmental and socio-cultural impacts of the project in order to assist
the EGF Committee in making judicious decisions about environmental
issues related to the project.

6) Promulgate the rules for arbitration of any dispute between the claimant
and PEA-AMARI wherein the Committee's decision shall be final and
executory.

Within thirty (30) days from the execution of this Agreement, the EGF
Committee shall hold an organizational meeting to establish and adopt internal
procedures regarding the direction, management, control, arbitration function and
operation of the EGF and the EGF Committee.

CLAIMS AGAINST THE EGF

1) Emergency

A claim is considered for emergency purposes if such claims is intended to:

a) prevent imminent loss of life or serious damage to property and

environment;

b) rehabilitate immediately damages areas;

c) provide immediately correction for or prevention against the spread of

accident or disaster or the effect thereof;
 d) evacuate and temporarily relocate affected residents.

The above mentioned emergency situation should be due to pollution and/or

environmental degradation arising from PEA-AMARI's violation of
environmental laws and regulation, or PEA AMARI's failure to comply with
obligations set forth in the EIS and the ECC.

2) Compensatory

A claim is considered compensatory if it is intended to pay for pecuniary loss or damage

suffered by a party, persons or entity as a consequence of PEA AMARI' violation of
environmental laws and regulations, or PEA-AMARI's failure to comply with obligation
set forth in the EIS and the ECC.

The EGF Committee shall come out with guidelines to be approved by its
members on how to access the EGF for compensatory claims. The guidelines shall
specify the following:

1) Procedures for filing a claim for compensation;

2) Required proofs or evidence that should be submitted;

3) Basis for computation of compensatory damages.

The following shall be established in making a claim for compensatory damages.

a) evidence of ownership or stewardship of the property

b) location of the property

c) nature/extent of damages based on an honest assessment by the owner and

as certified by the evaluation and investigation conducted by the DENR
regional office or the EMB, if necessary.

Written complaints for compensation, with accompanying evidence, shall be filed

with the EMB for verification and certification in conjunction with the DENR Region
IV, PEA-AMARI and MMT.

Moreover, complaints must be filed with the EMB or DENR regional office with
the EMB for verification and certification in conjunction with the DENR Region IV,
PEA-AMARI and MMT.
 Any claims approved by the EGF Committee and certified by the EMB or DENR
regional office shall be paid to the claimant within thirty (30) days after the receipt of
notice by PEA-AMARI.

IV. OTHER TERMS AND CONDITIONS

1) DENR, LGU's and COMMUNITY acknowledge that the responsibilities

of PEA-AMARI set forth in this Agreement are adequate, fair and equitable.

2) This Memorandum of Agreement shall be governed by and construed in

accordance with the laws of the Republic of the Philippines.

V. EFFECTIVENESS

The parties hereto agree that this MOA will become effective upon its execution.

VI. COMPLIANCE WITH LAWS

In the performance of their respective duties and obligations under this agreement
each of the parties hereto as well as their respective affiliates, officers, directors, agents
and employees shall comply strictly with all applicable laws, regulations, and orders of
the Republic of the Philippines. The parties hereby acknowledge and agree that certain
laws of the Republic of the Philippines prohibit among other things any direct payment
of money or anything of value to any government official.

IN WITNESS WHEREOF, we have hereunto signed our hands on this ___ day of
_______________ at __________________.

DEPARTMENT OF ENVIRONMENT BELLE CORPORATION

AND NATURAL RESOURCES
By: By:

DELFIN GANAPIN, JR. GREGORIO T. YU

President and
Chief Executive Officer

Signed in the Presence of:

_______________________ _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ) SS.

Before me, a notary public, in and for _________________, Metro Manila,

personally appeared, the following persons to wit:

Name Comm. Tax Cert No. Date/Place Issued

Department of Environment
and Natural Resources
Delfin Ganapin, Jr.
Belle Corporation
Gregorio T. Yu

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

This instrument refers to Memorandum of Agreement consisting of _____ ( )

including this page on which this acknowledgment appears, signed by the parties and
their respective witnesses on all pages thereof.
 Notary Public
Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 199 .

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