MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, made and executed by and between:

BELLE CORPORATION, a domestic corporation duly

organized and existing under and by virtue of the laws of the
Philippines, with principal office at 28/F East Tower, Philippine
Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig
City, Metro Manila, represented herein by its President and
Chief Executive Officer, MR. GREGORIO T. YU, hereinafter
referred to as the "BELLE";

- and -

NORTHERN PACIFIC LINK CORPORATION, a

domestic corporation duly organized and existing under and by
virtue of the laws of the Philippines, with principal office at 144
Fortune Building, Shaw Blvd., Pasig City, represented herein
by its President, MR. PACIFICO U. MARCELO, hereinafter
referred to as "NPLC".

ACKNOWLEDGES that -

1. BELLE is a corporation engaged in the business of property

development, and provides the facilities pertaining to the Tagaytay
Highlands Complex located in Tagaytay City (hereafter, the "Site").

2. BELLE is the owner of a cable television facility (hereafter

"Facility") at the Site which is used for the provision of cable television
programming to owners-subscribers of residential units located therein.
Included in the said cable television facility are the head end equipment and
cable network used to distribute cable programming to subscribing
members/owners.

3. In connection therewith, BELLE desires to obtain the services

of an independent contractor for the purpose of upgrading, improving,
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operating and maintaining the Facility (hereafter "Service") stipulated in this
Memorandum of Agreement (the "Agreement") under the supervision of a
Service Inspector.

4. NPLC has represented itself to be competent and an expert in

and to be fully capable of undertaking, and has offered to undertake, fully
the aforesaid services.

5. BELLE, relying upon such representations, has agreed to

engage the services of NPLC.

ACCORDINGLY, the parties hereto agree as follows:

ARTICLE I. AGREEMENT DOCUMENTS

1.1 Components

It is mutually understood that the following documents (hereafter,

"Agreement Documents") form part of the Agreement:

(a) ________________________ consisting of _____ ( ) sheets

forming part of this Agreement as Annex "A".

(b) ________________________ consisting of ____ ( ) sheets

forming part of the Agreement as Annex "B".

(c) ________________________ consisting of ____ ( ) sheets

forming part of the Agreement as Annex "C".

1.2 Agreement as a Whole

The Articles of the Agreement and the Agreement Documents are

intended to be correlative and mutually explanatory and should be viewed
and construed as a whole, and if such construction so indicates, any work
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 the Agreement from that set forth by the Agreement
as a whole.

1.3 Conflicts; Ambiguities

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

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

1.4 Agreement to Prevail

In the event of any irreconcilable conflict or discrepancy between the

Articles of the Agreement and the Agreement Documents, the former shall
prevail. In determining whether or not any such conflict or discrepancy
exists, it shall be borne in mind that the Agreement Documents are intended
to provide a detailed elaboration of general statements in the attachments of
the Contract. In any event, BELLE shall have the sole discretion in
resolving such conflict, ambiguity, error, omission or discrepancy.

ARTICLE II. OBJECT OF THE AGREEMENT AND OVERALL

SCOPE OF WORK

2.1 Object of Agreement

The object of the Agreement is the appointment of NPLC for the

purpose of taking over, upgrading, improving, and operating the Facility; the
supply of labor and necessary manpower complement, tools, equipment and
all materials for the performance of the Service in accordance with the plans
and specifications in the Contract Documents enumerated in Article 1.

2.2 Scope of Work

(a) In addition to the works described in the Agreement

Documents, the Service required of NPLC under the Agreement shall consist
of, among other things:

(1) Maintenance of the amount of cable television channels

available under the existing Facility;

(2) Provision and maintenance of at least three (3) additional

channels which shall be such channels enjoying
nationwide or worldwide popularity, such as, but not
limited to, "Cinemax", "Discovery Channel", "AXN

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 (Action Channel)", "Lifestyle", and "Nickelodeon", or such
other channels as BELLE may choose in addition to or in
substitution of the latter and those under 2.2(1) above;

(3) Provision and maintenance of the head end equipment

and cable network and such other materials, devices and/or
equipment necessary or desirable for the proper
performance of the Service under the Agreement;

(4) Payment of all the necessary charges and fees to program

providers;

(5) Provision of competent staff and labor and suitable tools

and equipment (including safety equipment) at its own
cost and expense necessary for the Service;

(6) Receiving and inspecting of materials at the Site;

(7) Unloading, unpacking and inspection at its own cost and

expense of all Service-related materials, machineries and
equipment delivered to the Site, including the storage,
control, transportation, safekeeping and any other
necessary arrangement for such materials and machinery
and equipment within the Site.

(8) Maintenance of adequate insurance on the materials,

devices and/or equipment used for the Service against
damage, robbery and pilferage;

(9) Assumption of all the rights and obligations of BELLE

and Tagaytay Highlands Community Condominium
Association under subsisting contracts with Cable Box
Office Shows & Systems effective 1 March 2000 to 28
February 2002 and with Asian Cable Communications,
Inc. effective 31 May 2000 to 31 May 2001, respectively;

(10) Performance of all other acts necessary for the efficient,

safe, complete, satisfactory and economical provision and
maintenance of the Service;

(11) Provision to BELLE of the appropriate and accurate

monthly billing statement which will be the basis of
BELLE's collection efforts to its members-subscribers;
(b) Procurement of all necessary licenses and permits for the
Service shall be the responsibility of NPLC.

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ARTICLE III. REPRESENTATIONS OF NPLC

NPLC represents and warrants unto BELLE that:

(a) It has fully read and studied the Agreement Documents and has
fully acquainted itself with all the contents and technical aspects thereof.

(b) It has the required and appropriate capabilities, qualifications,

experience, technical expertise and financial resources, and also has
available or will make available the necessary equipment, tools, materials,
facilities and services to perform the Services described in Article 2.2 in an
efficient, regular and sustained manner in accordance with the terms hereof;

(c) It has full corporate capacity, power and authority to enter into
the Agreement and to perform its obligations hereunder, and has taken all
necessary action to authorize the execution, delivery and performance of the
Agreement;

(d) The Agreement constitutes the legal, valid and binding

obligation of NPLC enforceable against it in accordance with its terms in the
courts of the Philippines;

(e) The execution, delivery and performance of the Agreement by

NPLC will not violate in any respect any provision of (i) any applicable law
or regulation or any order or decree of any governmental authority or court
of the Philippines or (ii) any contract, instrument or other undertaking to
which it is a party or which is binding upon it or any of its assets;

(f) All authorizations, approvals, consents, licenses, filings,

registrations, notarizations and other requirements of any governmental
body, authority, bureau or agency, as well as of any private person or entity,
necessary for the execution, delivery, performance, validity, enforceability
or admissibility in evidence of the Agreement have been obtained, and are in
full force and effect and there has been no default in the performance of any
material condition or restriction imposed in connection with any of the same;
and

(g) There is no material action, arbitration proceeding or

governmental investigation or proceeding pending or threatened against
NPLC or its properties or business, nor is there any basis for any future
action, arbitration proceeding, which, if adversely decided against it, would
have an adverse effect upon its financial condition or technical capability.

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ARTICLE IV. COVENANTS OF NPLC

4.1 General Obligations of NPLC

NPLC shall ensure the efficient, regular and sustained provision of the
Service and will perform the same in accordance with the highest technical
standards prevailing in the industry to which it forms part.

4.2 NPLC's Personnel and Authorized Representative

(a) NPLC shall provide and employ only competent, trustworthy,

experienced and properly qualified and trained personnel. If BELLE so
requires, any personnel of NPLC whom BELLE considers not competent or
trustworthy shall be removed by NPLC and replaced with a competent one.

(b) Before commencing the Service hereunder, NPLC shall appoint

a competent representative acceptable to BELLE, duly authorized to
represent, act for and bind NPLC at all times during the performance of the
Service and shall inform BELLE in writing of his address and telephone
number, the scope of his authority and of any and all limitations on such
authority. Upon BELLE's approval of such authorized representative, NPLC
shall not remove or replace him without BELLE's written consent, which
consent shall not be unreasonably withheld. Such authorized representative
shall have overall responsibility for the Service. All notices, determinations,
instructions and other communications given to NPLC's authorized
representative by BELLE shall be binding upon NPLC.

4.4 NPLC as Independent Contractor, no Agency

In carrying out the Service hereunder, NPLC shall be an independent

contractor and shall not, nor shall it represent itself to be, an agent of
BELLE. In no case shall the employees of NPLC be considered those of
BELLE. As an independent contractor, NPLC shall have entire control of the
Service in accordance with the provisions of the Agreement, and BELLE
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
arising from the acts of NPLC, its employees, agents, servants and sub-
contractors and the latter's employees and agents, to any person or property.
NPLC hereby covenants and agrees to indemnify BELLE for any such loss,
damages or expenses to be incurred.

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4.5 Compliance with Laws and Regulations

In the implementation of and subject to the provisions of the

Agreement, NPLC and its employees and representatives shall at all times
comply, and shall cause all sub-contractors, their employees and
representatives to comply with all present and future laws, decrees,
ordinances, decisions, regulations and rules 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 NPLC will assume full responsibility for the payment and
collection of all present and future Social Security, Medicare, Pag-ibig 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 Service under the Agreement. BELLE and NPLC, and their respective
officers, employees and representatives shall abide by BELLE's and NPLC's
Site regulations as discussed and agreed between the parties prior to
implementation.

4.6 Penalties for Non-Compliance

NPLC agrees to indemnify and save free and harmless BELLE, its
directors, representatives, officers, employees and consultants against any
and all liabilities, obligations, losses, penalties, fines, costs, expenses or
disbursements of any kind and nature whatsoever which BELLE 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 NPLC to comply with Article 4.5.

4.7 Subcontractors

(a) NPLC shall not subcontract the Service without the prior
written consent of BELLE. BELLE's consent, if any, shall not relieve NPLC
from its responsibilities under the Agreement. NPLC shall ensure that the
terms and conditions of any subcontract shall comply with and conform to
the terms and conditions of the Agreement. NPLC shall be responsible for
the observance by any such sub-contractor of the terms and conditions of the
Agreement.

(b) If any portion of the Service which has been subcontracted or

delegated by NPLC upon BELLE's written consent is not performed
faithfully in accordance with the Agreement, BELLE shall advise NPLC
accordingly and after consultations between BELLE and NPLC, the sub-
contractor shall be removed or replaced promptly on written request of
BELLE, provided, however, that any failure of BELLE to make such a

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request shall not relieve NPLC of its obligations under the Agreement.
BELLE shall not be responsible for delay or costs incurred by NPLC
because of removal of a sub-contractor upon request of BELLE. Upon
written request, NPLC shall furnish BELLE with two copies of any or all of
its subcontracts entered into pursuant to the Agreement, provided that the
prices thereon may be deleted.

4.8 Insurance

(a) Without limiting NPLC's liabilities under the Agreement, NPLC

will, at its own expense, take out and maintain, for the duration of the
Service, adequate insurance on the materials, devices, and/or equipment
used for the performance of the Service, under terms and conditions and
from insurance companies nominated by or acceptable to BELLE.

(b) NPLC shall obtain and maintain the foregoing insurance

coverage and shall furnish original copies of the policies and proof of
premium payments therefor within fifteen (15) days after signing of the
Agreement.

(c) Nothing in this section shall in any way affect or relieve NPLC
of its responsibility over the correctness, quality, and maintenance of the
Service.

4.9 Conflict of Interest

NPLC shall exercise all reasonable care and diligence to prevent any
actions or conditions which could result in a conflict with BELLE's best
interests. This obligation shall apply to the activities of the employees and
agents of NPLC in their relations with the employees and families of
BELLE, suppliers, subcontractors and third parties arising from the
Agreement or in connection with the performance of the Service hereunder.
NPLC's efforts shall include, without limitation, establishing precautions to
prevent its employees or agents from making, receiving, providing, or
offering gifts, entertainment, payments, loans or other consideration for the
purpose of influencing individuals to act contrary to BELLE's best interest.

4.10 Liability, Indemnity and Release

NPLC shall indemnify, defend, save free and harmless and release
BELLE, its directors, representatives, officers, employees and consultants
from any loss, damage, claim or liability, which is in any manner was
caused, occasioned by or attributed to, in whole or in part, any failure of
NPLC to comply with the provisions of the Agreement, any material
inaccuracy or error or omission in the representations of NPLC hereunder, or

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any act, omission, strict liability, fault or negligence, whether active or
passive, of NPLC, its officers, employees, subcontractors, suppliers or
consultants, done or arising out of or in connection with the carrying on the
Service under the Agreement.

ARTICLE V. OWNER'S AUTHORIZED REPRESENTATIVE

(a) The Service Inspector shall be BELLE's authorized

representative in connection with the administration of the Agreement.
Except as otherwise provided in such written notice, as modified or
supplemented in writing from time to time, the Service Inspector shall have
the authority to act for BELLE with respect to the performance of the
Service by NPLC with the objective of achieving full compliance by NPLC
with the terms and provisions of the Agreement. NPLC shall accept and
comply with instructions from Service Inspector as though such instructions
had been personally given by BELLE and NPLC shall deal directly with the
Service Inspector in all matters arising under the Agreement, including but
not limited to matters involving contract interpretation, disputes and
submissions for BELLE's approval. However, the Service Inspector is
authorized to act in connection with the Agreement solely as the
representative of BELLE and not as principal hereunder. It is understood
that BELLE may designate qualified technical advisors or consultants to
assist BELLE in connection with the Agreement.

(b) BELLE reserves the right to change its representative at any

time without the consent of NPLC and may designate such other persons as
its authorized representative in connection with the administration of the
Agreement.

ARTICLE VI. CONSIDERATION

6.1 Charges and Fees

(a) BELLE shall exert best efforts to collect the appropriate

monthly subscription fees from its members-subscribers, and remit its actual
collection to NPLC, net of BELLE's share therein, within fifteen (15) days
from receipt of such payments. However, NPLC shall not hold BELLE liable
in any manner for the failure or refusal of any member-subscriber to pay his
monthly subscription fee, nor for any delay in making such payments.

(b) BELLE agrees to charge its members-subscribers a monthly

subscription fee for cable television services in the amount of FIVE
HUNDRED FIFTY PESOS (P550.00), regardless of usage, and an additional

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amount of ONE HUNDRED PESOS (P100.00) for each additional television
set connected to the Facility.

(c) NPLC and BELLE agree to the distribution of revenues for

cable television subscription on a "per subscriber" basis, in the following
proportion:

BELLE P100.00
NPLC P450.00
Total P550.00

(d) Any other charges and fees relating to services that may be
offered by NPLC in the future shall be distributed to BELLE and NPLC in
such amount and/or such percentage as may be agreed upon by the parties in
writing.

(e) Any proposed increase in monthly subscription fees shall be

promptly communicated to BELLE, and jointly determined by NPLC and
BELLE prior to the actual implementation thereof.

(f) BELLE shall provide NPLC, free of charge, with all necessary
access and facilities for the head end equipment, cable network, dish farm,
and living quarters of NPLC personnel that may be needed in the
performance of the Service. However, the use of electricity, water and other
utilities shall be for the account of NPLC.

(g) For the performance of the Service and the taking over of the
Facility from BELLE under the Agreement, NPLC agrees to reimburse
BELLE the amounts representing the book values, as of the date of the
signing of the Agreement, of the head end equipment and cable network
included in the existing Facility, in accordance with a payment schedule to
be agreed upon by the parties in writing.

(h) In the event NPLC extends its scope of operations to areas

outside of the Site, BELLE shall be entitled to the same proportionate share
of the revenues generated therefrom. Accordingly, NPLC shall remit to
BELLE its rightful share in said revenues within fifteen (15) days from
receipt thereof without necessity of demand.

ARTICLE VII. TURNOVER OF FACILITY

(a) BELLE shall turn over the existing Facility to NPLC

immediately upon the signing of the Agreement and the submission by

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NPLC of its written consent to be bound by the payment schedule provided
for in Article VI, 6.1(g).

(b) The members-subscribers shall be charged the monthly

subscription fees as provided herein only beginning from the month
immediately following the month wherein the additional channels as
provided herein have been installed and are ready for viewing. Accordingly,
NPLC shall not be entitled to, and BELLE shall not be under obligation to
remit, any amount or percentage of monthly subscription fees BELLE may
collect and receive from its members-subscribers until the additional
channels have been installed and are ready for viewing.

(c) Before and after the turnover of the Facility and the imposition
of the monthly subscription fees provided herein, NPLC shall perform any
part of the Service, including the upgrade and improvement of the Facility,
without causing, directly or indirectly, the suspension, interruption, or
interference of the present cable television service and programming or,
otherwise, the enjoyment by the members-subscribers of the cable television
service and programming provided by the existing Facility. Likewise, NPLC
shall not, in the performance of the Service, suspend, interrupt, interfere,
damage, or cause to be suspended, interrupted, interfered, or damaged, any
other facility, utility, or the aesthetic quality of any and all areas within the
Site.

(d) The upgraded and improved Facility must be fully complete and
ready for operation with an approved Certificate of Completion within
________ ( ) calendar days after the execution of the Agreement. Should
NPLC fail to complete the entire upgrade and improvement of the existing
Facility, NPLC shall pay BELLE the amount of P100.00 per member-
subscriber for each calendar day of delay (Sundays and holidays included) as
liquidated damages.

(e) The liquidated damages above provided are fixed, agreed, and
not by way of penalty. BELLE shall be not required to prove that it has
incurred actual damages to be entitled to liquidated damages. In case of
such delay, BELLE is hereby authorized to deduct the amount of liquidated
damages from each money due to or may become due NPLC under the
Agreement and to collect such amount from NPLC through any and all
methods of recovery allowed by law or under the Agreement.

(f) The payment or deduction of such damages shall not relieve

NPLC from the performance of the Service, including the upgrade and
improvement of the existing Facility, under the Agreement.

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 (g) Apart from the liquidated damages provided in the immediately
preceding paragraphs, NPLC agrees to indemnify BELLE for actual
damages suffered by the latter occasioned by any delay by the former in
commencing the performance of the Service as scheduled.

ARTICLE VIII. OWNERSHIP OF FACILITY

8.1 Facility, Upgrades and Improvements

Upon turnover of the Facility to NPLC, the Facility and all assets,
resources, materials, devices and/or equipment used in the upgrade,
improvement and maintenance of the Facility shall be owned by NPLC. As
such, subject to the relevant provisions of the Agreement, all transactions
and activities relating to the use, sale, or purchase of the Facility and/or its
upgrade or improvement shall be done at the sole discretion of NPLC.

ARTICLE IX. INSPECTION OF WORK

9.1 Inspection by BELLE

Except as otherwise expressly provided in the Agreement, NPLC shall

be responsible for all inspections specified in the Agreement or required by
law, applicable codes or sound professional and current international
practice. In addition to and without limiting NPLC's aforesaid
responsibility, all materials, equipment and facilities supplied and all
Services performed hereunder, shall be subject at all times to review and
inspection by BELLE/Service Inspector. NPLC shall grant BELLE/ Service
Inspector free access at all reasonable times to any area at the Site where the
materials, devices, and/or equipment used in the performance of the Service
are situated. In addition, NPLC shall grant BELLE/Service Inspector free
access at all reasonable times, to and shall provide upon request, copies of
NPLC's basic and detailed technical data and calculations, support materials
and data and all other information concerning the Service which are
necessary to review and inspect the performance of the Service according to
current internationally accepted standard or practice. If BELLE/Service
Inspector decides to inspect or review any part of the materials, devices,
and/or equipment used in the performance of the Service, NPLC shall
provide sufficient and convenient facilities and equipment for such
inspection.

9.2 Right to Reject

BELLE/Service Inspector shall have full power to reject at any time

any material, device and/or equipment that as a result of such inspection has
been found defective or inferior in quality of performance for the Service.

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Any material, device, and/or equipment so rejected shall be immediately
corrected or replaced by NPLC other than at BELLE's expense and NPLC
shall then re-submit the rectified or replaced materials, devices, and/or
equipment for re-inspection. NPLC and its suppliers shall make available all
tools, instruments, apparatus, equipment, facilities, materials and services for
carrying out such inspection on the works, at other than BELLE's expense.

9.3 Non-Waiver

Neither BELLE/Service Inspector's inspection of or failure to inspect,

nor approval or acceptance of, or payment for any of the works shall be
construed to operate as a waiver of any rights of BELLE under the
Agreement or of any cause of action arising out of any failure of
performance of the Agreement, and hence NPLC shall nonetheless be and
remain liable to BELLE in accordance with this Agreement.

ARTICLE X. ACCEPTANCE OF WORK

10.1 Certificate of Acceptance

(a) Upon completion of the upgrade and improvement of the

Facility, NPLC shall advise BELLE/Service Inspector of such fact in writing
and BELLE/Service Inspector shall complete an inspection and review of
said work within seven (7) days from receipt of said notice. Within seven
(7) days from said inspection, BELLE shall either issue a Certificate of
Acceptance or if it finds that it cannot issue a Certificate of Acceptance
because the work was not done in accordance with the plans and
specifications or because it was not properly performed or because of use of
improper materials, it shall serve upon NPLC, a written Statement of
Objections indicating in detail the reason or reasons why it cannot issue a
Certificate of Acceptance. The Statement of Objections shall indicate which
specific parts of the upgrades and improvements are affected by the
objections. If the statement refers to NPLC's failure to upgrade and improve
the Facility in accordance with the plans and specifications, it must mention
the specific item or items or a particular plan or plans or of the specifications
allegedly not complied with. If the statement refers to the use of improper
materials, devices, and/or equipment, it must mention what materials,
devices and/or equipment have been used and what materials, devices and/or
equipment ought to have been used and the specific parts to which the same
relates. If the statement refers to improper performance of the Service, it
must mention the detailed factual grounds upon which is based the view that
the Service was irregularly performed.

(b) NPLC shall immediately undertake to correct the defects noted

in the Statement of Objections at no cost to the BELLE. Thereafter, NPLC

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shall forthwith advise BELLE in writing of the corrective measures it has
undertaken and resubmit the rectified/replaced materials, devices, and/or
equipment for reinspection.

10.2 Surviving Obligation

Notwithstanding the issuance by BELLE of a Certificate of

Acceptance of the materials, devices, and/or equipment used in the
performance of the Service, as well as the smooth performance of the
Service, each party shall remain under obligation to the other under all the
provisions herein which expressly or by their nature extend beyond and
survive said Certificate.

ARTICLE XI. CHANGES AND EXTRA/REDUCTION IN

SERVICE

11.1 Provision for Changes and Extra/Reduction of Service

(a) BELLE, at any time, without invalidating the provisions herein

may require NPLC to perform Changes and Extra/Reduction of Service. All
Changes and Extra/Reduction of Service shall be administered in accordance
with the procedure hereinafter set forth, consisting of the issuance of
instructions by BELLE, the submission of an estimate by NPLC and the
issuance of a Change Order signed by Service Inspector and BELLE.
BELLE reserves the right to perform any Change or Extra/Reduction of
Service with its own personnel or to hire other contractors to perform such
Service at such terms and conditions as may be acceptable to BELLE. It is
understood that the exercise of such right by BELLE shall not unduly
interfere with the performance of the Service by NPLC.

(b) NPLC shall make no change or alteration in the upgrade and

improvement plans, drawings and specification nor in any Agreement
Document without the prior written approval of BELLE and the Service
Inspector. A mere act of tolerance shall not constitute approval.

11.2 Instructions Directing a Change or Extra/Reduction of Service

(a) When in the opinion of BELLE, a Change or Extra/Reduction

of Service is required, BELLE shall issue instructions to NPLC with respect
thereto, and shall request NPLC to submit in writing its comments, if any, on
the technical compatibility of such proposed Change or Extra/Reduction of
Service with the Service then being performed, its estimate of all costs, the
time required for such Change or Extra/Reduction of Service and its
proposed method of adjusting the monthly subscription fees, the respective

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share of BELLE and NPLC in the revenues and the terms of payment to the
extent unavoidably necessary, all of which shall be discussed and agreed by
the parties subject to Article 11.3 below. In the event of an emergency
which, as determined by BELLE, threatens to disrupt the orderly
performance of the Service, BELLE may issue to NPLC 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/Reduction of Service as BELLE may in its discretion
believe to be necessary under the circumstances. NPLC shall carry out such
Change or Extra/Reduction of Service, and BELLE and NPLC shall share in
any revenue in the amount or proportion provided herein. 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/Reduction of Service.

(b) If, however, NPLC receives an order from BELLE which in

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

(c) NPLC shall not, except in case of an emergency, commence

work on such a Change or Extra/Reduction of Service prior to receiving
BELLE's written instructions and shall perform such work in accordance
with said instructions and the provisions of the Agreement. Should NPLC,
except in case of an emergency, proceed with work associated with an order
for Change or Extra/Reduction of Service in advance of formal approval by
BELLE and if such approval is not given by BELLE, all costs incurred by
NPLC for such work shall be borne by NPLC.

11.3 NPLC's Estimate

Within five (5) days of its receipt of BELLE's instructions directing a

Change or Extra/Reduction of Service, NPLC shall submit in writing to
BELLE all information requested by BELLE in such instructions, including
the proposed changes, if any, in the Completion Time, revenue share and
terms of payment. Sufficient detail shall be provided by NPLC in its

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estimate to permit thorough analysis of the estimate by BELLE. In the event
that NPLC shall be required to commence an emergency Change or
Extra/Reduction of Service before its estimate has been prepared and
approved, NPLC shall record its actual costs, which shall constitute its
estimate of the change in the parties' share in the revenues and terms of
payment.

11.4 Issuance of a Change Order

When NPLC's compensation for a Change or Extra/Reduction of

Service and the required adjustments, if any, to the parties' share in the
revenues and terms of payment, if unavoidably necessary, have been
determined pursuant to the foregoing provisions, BELLE shall issue a
Change Order setting forth all the adjustments and modifications to be made
to the appropriate provisions of this Agreement. Such Change Order, when
signed by BELLE and NPLC shall constitute an amendment to this
Agreement.

11.5 Adjustment of Revenue Share and Terms of Payment

If, as the result of a Change or Extra/Reduction of Service, BELLE is

required to charge its members-subscribers additional/reduced monthly
subscription fees and is accordingly required to remit additional/reduced
amounts, such fees and remittance amounts will be arranged by adjusting the
same and the terms of payment thereof. If such adjustment is not feasible,
then NPLC will propose alternate arrangements in NPLC's estimate required
under Article 11.3. If as the result of a Change or Extra/Reduction of Service
NPLC is required to pay or otherwise compensate BELLE, NPLC shall do so
promptly upon demand by BELLE.

ARTICLE XII. GUARANTEES AND WARRANTIES OF

CONTRACTOR

12.1 Guarantee

NPLC guarantees and warrants that in the performance and for the
duration of the Service, all materials, devices and/or equipment supplied,
and other service provided by it, or by its vendors, suppliers and sub-
contractors as part of the Service, shall be brand new and of first-class
workmanship based on cable standards in the United States, fully meeting
the specifications and design and fit for the purpose contemplated in the
Agreement, and shall be duly constructed, fabricated, assembled, erected and
installed without any defects or repairs, except for repairs expressly
authorized in writing by BELLE. Any defect or deficiency of the

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workmanship, materials, devices and/or equipment shall be corrected
promptly by NPLC at its own expense.

NPLC likewise guarantees that in the performance of the Service,

NPLC shall provide and maintain cable television programming of high
technical, audio and visual quality. More specifically, NPLC shall ______
______________________________________________________________
____________________________________________________________.

12.2 Procedure for Correction

Any corrections of the defect or deficiency of the workmanship,

materials, devices and/or equipment, and cable television programming
required under the provisions of Article 12.1 shall be made promptly by
complete repair or physical replacement or by a monetary adjustment as
mutually agreed. If no mutual contract is reached within ten (10) days from
the date BELLE expresses its preference in writing to NPLC, NPLC shall, at
BELLE's option, correct the defect or deficiency either by a complete repair
or by the removal of the defective or deficient portions of the works and the
installation of the replacement or substitute works or equipment. For the
workmanship, materials, devices, and equipment so repaired, replaced or
substituted, the term of the guarantee under Article 12.1 shall likewise be for
the period specified in Article 12.3, such period to commence on the date of
completion of such repair, replacement or substitution.

12.3 Term of Guarantee

(a) The guarantee under Article 12.1 above shall exist with respect
to the upgrade and improvement of the Facility and the performance of the
Service from the turnover of the Facility and for the entire period the
Agreement is in force and effect. Any defects found in the works within
NPLC's scope of works within said guaranteed period shall be replaced and
made good by NPLC at its own expense.

(b) Should NPLC fail to act within five (5) calendar days upon
receipt of the notice to rectify the defects in workmanship, materials, devices
and/or equipment employed, the BELLE may at its discretion or upon advise
of the Service Inspector have the work done by another contractor, and
charge all expenditures to NPLC.

ARTICLE XIII. FORCE MAJEURE

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13.1 No Liability

Subject to the applicable provisions of the Agreement, neither party

hereto shall be liable to the other for failure of or delay in the performance of
part or all of their respective obligations hereunder nor be deemed to be in
breach of the Agreement if such failure or delay is due to Force Majeure
affecting either of the parties. "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, hostilities, riot or civil commotion, earthquake, violent
typhoon, flood, fire or other natural physical disaster and general or industry-
wide strikes.

13.2 Notification

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 the event of Force Majeure and of the obligation or part of the works
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, certification by proper authorities).
Without prejudice to other applicable provisions of the Agreement, the party
affected shall, upon such substantiation, be excused from the timely
performance or partial performance, as the case may be, of its obligations
hereunder.

13.3 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 of such event and to
evaluate the consequences of such event within the provisions of the
Agreement. Unless otherwise shown to have an actual delaying effect on the
commencement of the performance of the Service, no single event of Force
Majeure shall be a ground for NPLC to excuse its non-performance or to ask
for any extension of time for the commencement of the Service.

13.4 Effect upon NPLC

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 Should NPLC be the party prevented from performing its obligations
under this Agreement by an event of Force Majeure, BELLE may, having
advised NPLC 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 Service which NPLC is unable to
perform by reason of such event. Within Five (5) days after the effects of
such event have ceased, NPLC shall notify BELLE thereof and NPLC shall
promptly resume the performance, in accordance with the provisions of the
Agreement, of the obligations that had been delayed or prevented by the
event, including such obligations or part of the Service, if any, carried out or
performed by BELLE (either directly or through others) during the event.

13.5 Effect upon BELLE

Should BELLE be the party prevented from performing its obligations

under the Agreement by an event of Force Majeure, BELLE shall within
Five (5) days after the effects of such event shall have ceased, notify NPLC
of the cessation of such effects and BELLE shall promptly resume the
performance, in accordance with the provisions of the Agreement, of the
obligations hereunder that had been delayed or prevented by such events.

13.6 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 fulfill or resume performance of their obligation
hereunder, then BELLE may in good faith and in its sole discretion terminate
the Agreement. Upon such termination, BELLE shall pay to NPLC within
thirty (30) business days from such determination, the book value of the
Facility including such materials, devices and/or equipment used for the
Service, or shall agree to the suspension of the performance of the Service
until the cessation of the event of Force Majeure.

ARTICLE XIV. TERMINATION OF AGREEMENT

14.1 Events of Default

Upon the occurrence of any of the following events of default, BELLE

may, by service of written notice to NPLC, terminate the Agreement in

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whole (or in part):

(a) NPLC shall fail to comply with any of its obligations under the
Agreement, and such failure is in the opinion of BELLE, not remediable, or,
if remediable, shall remain unremedied for a period of more than seven (7)
days;

(b) Any representation or warranty made by NPLC in or in

connection with the Agreement or in any certificate, statement or other
document delivered by it in connection therewith shall prove to have been
untrue, incorrect, or misleading in any material respect;

(c) Any governmental consent, license or authority hereafter

required for any such purpose shall not be obtained within fifteen (15) days
after the date the same shall have first been required;

(d) NPLC shall suspend or cease, or threaten to suspend or cease,

its operations, 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 NPLC shall be
expropriated or threatened with expropriation by any governmental or other
authority, or any other action or proceeding is taken or instituted with respect
to NPLC, or its properties which gives rise to serious doubts as to NPLC's
ability to perform its obligations under the Agreement.

(e) Any material adverse changes shall occur in the financial

condition, business or prospects of NPLC, which, in the reasonable opinion
of BELLE, may imperil, delay or prevent fulfillment by NPLC of any of its
obligations under the Agreement.

14.2 Performance of the Service by BELLE

Upon termination by BELLE upon occurrence of any of the events of

default described in Article 14.1 above, BELLE may forfeit and take over
the Facility without any obligation on its part to pay or reimburse NPLC any
amount therefor, and perform the Service by itself or through another
contractor of BELLE's choice. This shall not prejudice BELLE's rights of
recovery against NPLC under other provisions of the Agreement.

14.3 Damages

In case of termination by BELLE of the Agreement under Article 14.1

hereof, BELLE shall in addition to the right set forth in 14.2 above and the
right to enforce the penalties provided for in the Agreement, be entitled to
compensation for damages actually suffered by it arising by reason of the

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event of default and the eventual termination of the Agreement.
Furthermore, BELLE may exercise whatever remedies BELLE may have
under any applicable law or in equity, or under any other applicable contract,
which remedies shall be non-exclusive and cumulative and may be exercised
singly or concurrently.

ARTICLE XV. INTERPRETATION OF AGREEMENT AND

SETTLEMENT OF DISPUTES

15.1 Claims of NPLC

All claims and questions of NPLC concerning interpretation or

clarification of the Agreement or the acceptable performance of the Service
hereunder and all questions of NPLC as to collection and/or remittance of its
share in the monthly subscription fees shall be submitted in writing to
BELLE for determination within the period of time specified in the relevant
provision of the Agreement or, if no such period is specified, within ten (10)
days after such claim or question arises. BELLE shall respond in writing
within ten (10) days after receipt of such claim or question, and all
determinations, instructions, and clarifications of BELLE shall be final,
unless NPLC files with BELLE within ten (10) days after NPLC receives
from BELLE written notice of any such determination, instructions or
clarification, a written protest, stating clearly and in detail the basis thereof.
NPLC's failure to file such protest within such ten (10) day period shall
constitute a waiver by NPLC of all of its rights to protest further, whether to
BELLE or otherwise.

15.2 Decision or Protest

BELLE shall issue as promptly as practicable a decision in writing

upon each such protest. BELLE's decision shall be final, unless within
fifteen (15) days after NPLC receipt thereof, NPLC disputes such decision
by sending written notice to BELLE. If NPLC disputes such decision as
aforesaid or if BELLE has an unresolved claim against NPLC, 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 dispute or claim remains unresolved shall
a party be entitled to bring the matter to court.

15.3 Effects of Dispute

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 Notwithstanding any such protest, dispute, claim, settlement effort or
judicial proceeding relating directly or indirectly to the Agreement, and
without prejudice to the eventual outcome hereof, NPLC shall at all times
proceed with the performance of the works in accordance with the
determination, instructions and clarifications of BELLE, and BELLE shall
continue to carry out its obligations under the Agreement.

ARTICLE XVI. MISCELLANEOUS PROVISIONS

16.1 Entire Agreement, Amendments and Approvals

The Agreement embodies the entire agreement between BELLE and

NPLC relating to the works for which NPLC is engaged 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 the works
which is not set forth or provided for herein. Except as otherwise expressly
provided for in the Agreement, 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 BELLE shall be in writing, but such action or failure to
act, by BELLE shall not relieve NPLC of its responsibilities for performance
of the Agreement.

16.2 Waiver

None of the provisions of the Agreement shall be considered waived

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

16.3 Assignment

NPLC shall not assign the Agreement in whole or in part or any

benefit or interest herein or hereunder without the prior written permission of
BELLE. Similarly, NPLC shall not sell, transfer, pledge, or mortgage the
Facility, its assets, resources, materials, devices and/or equipment used at the
Site, or do any other act with respect to the latter so as to give rise to the
possibility of an involuntary relinquishment by NPLC of its absolute control
over the said Facility, assets, resources, materials, devices and/or equipment.
Any such act, sale, transfer, pledge or mortgage shall operate to terminate
the Agreement under Article IV, at the option of BELLE.

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16.4 Confidentiality

All discussions and communications between and among the

employees, agents, directors and officers of NPLC and BELLE relating to
the Agreement shall be deemed confidential. Thus, neither party, its
employees, agents, directors, and officers may divulge or make available any
and all information obtained from such discussions and communications
without the prior written consent of both parties.

16.4 Severability

If any provision of the Agreement is declared or rendered invalid,

prohibited or unenforceable, the same shall be ineffective only to the extent
of such invalidity, prohibition or unenforceability without affecting the
remaining provisions hereof.

16.5 Duration of Agreement

This Memorandum of Agreement shall continue to be in force and

effect unless otherwise terminated under the provisions of Article XIV, or
upon termination by either party upon written notice to the other party at
least thirty (30) days before the intended effectivity date thereof. In the event
the Agreement is terminated by either party under this Article, the Facility
shall be turned over to BELLE under such terms as may be agreed upon in
writing by BELLE and NPLC.

IN ATTESTATION of the above, this Contract has been signed this

_____ day of ___________ 2000 at _____________, Philippines.

BELLE CORPORATION NORTHERN PACIFIC LINK

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 CORPORATION
(BELLE) (NPLC)

By: By:

GREGORIO T. YU PACIFICO U. MARCELO III

President & Chief Executive Officer Managing Director

SIGNED IN THE PRESENCE OF:

_________________ ________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) s.s.

BEFORE ME, a Notary Public, for and in the above jurisdiction, this day of
personally appeared -

NAME COMM. TAX CERT. NO. DATE/PLACE ISSUED

BELLE CORPORATION
GREGORIO T. YU

NORTHERN PACIFIC LINK

CORPORATION
PACIFICO U. MARCELO III

known to me and to me known to be the same persons who executed the foregoing
instrument which consists of __________ (___) pages including the page in which
this acknowledgement is written, signed by the parties and their instrumental
witnesses and they acknowledged to me that the same is their own free and
voluntary act and deed and that of the corporations they represent.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the

place first above written.

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Page No.
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Series of 2000.

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