DEVELOPMENT AGREEMENT

This Agreement entered into this ____ day of ______________ at

______________________, Metro Manila, by and between:

ASIATIC DEVELOPMENT CORPORATION, a corporation duly

organized and existing under and by virtue of the laws of the Philippines,
with principal offices at ______________________________________,
represented herein by PETER F. TANCHI, hereinafter referred to as the
"OWNER-DEVELOPER";

- and -

SYSTEMS TECHNOLOGY INSTITUTE, a corporation duly organized

and existing under and by virtue of the laws of the Philippines, with
principal office at __________________________,represented herein by
its Chairman of the Board, EDGAR H. SARTE by virtue of Board
Resolution No. ____, hereinafter referred to as the "CO-DEVELOPER"

ACKNOWLEDGES, That

1. The LANDOWNER is the legitimate and lawful owner of a parcel of land

(hereinafter referred to as the PROPERTY), with a total area of THREE HUNDRED
FIFTY THOUSAND (350,000) SQUARE METERS, more or less, located in Brgy.
Olaes, Municipality of Gen. Mariano Alvarez (GMA), Cavite, covered by Transfer
Certificate of Title No. 75093 issued by the Registry of Deeds for the Province of Cavite,
which is still registered in the name of Lakeview Realty but has been lawfully conveyed
to the herein LANDOWNER, by virtue of Memorandum of Agreement
dated_____________;

2. The OWNER-DEVELOPER and CO-DEVELOPER are desirous of

converting a portion of said PROPERTY, more or less 20 hectares, into a modern
CyberCity complete with all accompanying amenities and facilities as enumerated
hereunder under terms and conditions stipulated herein.
 3. The CO-DEVELOPER, either by itself or through its affiliate
companies, has the financial resources, facilities and technical know-how required for the
development of the PROPERTY and has agreed to undertake the development of the
same into a modern CyberCity complete with all the structures, facilities and amenities
such as, but not limited to, those enumerated hereunder;

ACCORDINGLY, the parties have agreed and do covenant with each other as
follows:

ARTICLE I
DEFINITION OF TERMS

In this Agreement, the following expressions shall have the respective meanings
as set forth hereunder except where the context otherwise requires:

"Agreement" shall mean this Development Agreement together with all

the annexes thereto as originally executed and as varied, amended, supplemented
or modified from time to time.

"Cybercity" shall refer to the II project which will be developed by the

parties

"Corporation" shall refer to the entity which shall undertake

thedevelopment works in Cybercity

"Plans and Specifications" shall refer to the plans and specifications for
the Complex prepared by Architect ___________________ dated
____________, which the parties have designated as Master Planner-Architect,
attached herewith as Annex "B".

"Property" shall refer to the portion of the land identified in Annex "A"
 where the CYBERCITY shall be erected.

"Board" shall refer to the Board of Directors

ARTICLE II
ORGANIZATION OF NEW CORPORATION

2.1. The parties shall cause to be organized, promptly after the

effective date of this Agreement, a corporation called _____________ (hereinafter New
Corporation) under the laws of the Republic of the Philippines or shall acquire an
existing organization registered with the Securities and Exchange Commission, which
shall be primarily responsible in the development of Cybercity.

2.2. The New Corporation shall have as its primary purpose the
__________. The New Corporation may do any and all acts necessary, advisable or
incidental thereto, and in connection therewith, shall have, under a statement of purposes
to be set forth in the Articles of Incorporation, any and all powers customarily possessed
and exercised by a corporation engaged in such business, which the parties consider
necessary or appropriate to the successful conduct of such business or operation of the
New Corporation.

2.3 This Agreement shall take effect upon approval being obtained
from the Securities and Exchange Commission of the Philippines for the incorporation of
the New Corporation.

2.4. The parties agree that the authorized capital stock of the New
Corporation shall be__________________________, divided into ____________shares
of common stock and ____________shares of preferred shares.

2.5. The par value of each share authorized to be issued by the New
Corporation shall be ____________ and the number of authorized shares shall be
___________ shares

2.6. The payments for the subscriptions of the individual incorporators,

and the full payments for the shares so subscribed to by them, shall be made within sixty
(60) days from execution of this Agreement, and the Articles of Incorporation and by-
laws of the New Corporation.

ARTICLE III
SWAP OF SHARES FOR PROPERTY

4.1 It is the essence of this Agreement that the parties shall undertake or cause
the development of Cybercity with CO-DEVELOPER contributing cash for the
development works and the OWNER-DEVELOPER contributing the land for the
required development works. CO-DEVELOPER shall contribute
_________________________________________ Pesos (P__________), provided,
however, that CO-DEVELOPER shall make further contributions in such amounts and at
such times that the parties may mutually agree; provided that the amount of such further
contributions shall be determined on the same basis as that of the initial contribution.

4.2 The CO-DEVELOPER shall remit its cash contributions in accordance

with the following schedule:

______________________ ______________________
______________________ ______________________

4.3 The OWNER-DEVELOPER shall convey the PROPERTY to the

CORPORATION as its capital contribution. The PROPERTY shall be valued at
P3,000.00 per square meter, or for a total sum of PESOS SIX HUNDRED MILLION
(P600,000,000.00). In consideration of the parties' contribution to the CORPORATION,
each of them shall acquire separate ownership over designated individual condominium
units ("Units"). The OWNER-DEVELOPER shall turn-over title of the PROPERTY to
the CORPORATION in exchange for shares of stock of equal value. The value of the
stocks shall be mutually agreed upon by the OWNER-DEVELOPER and CO-
DEVELOPER.

4.4 The management of the New Corporation shall be vested in its Board of
Directors (Board) composed of ______ members. The parties shall nominate the
members of the Board accoriding to the following composition : (a) The chairman and
___ members of the Board shall be nominated by the OWNER-DEVELOPER ; (b) ___
members of the Board shall be nominated by the CO-DEVELOPER.

4.5. CO-DEVELOPER will likewise undertake to implement the Initial Public

Offering (IPO) of the CORPORATION's shares. If the IPO is not successfully
implemented or the project is not completely implemented, the PROPERTY shall revert
back to the LANDOWNER immediately from demand thereof and consequently, the
shares under its name will be returned to STI.

ARTICLE IV
DEVELOPMENT WORKS

2.1 The CORPORATION shall develop the Cybercity conformably with the
Plans and Specifications.
 2.2 The Plans and Specifications shall be submitted to the proper government
authorities for approval and shall be followed strictly in good faith in the construction
and development of CYBERCITY by the CORPORATION.

2. CO-DEVELOPER hereby undertakes to develop the PROPERTY and

construct the following necessary facilities:

i) all concrete roads

ii) concrete curbs and gutters
iii) underground drainage and sewer system
iv) concrete sidewalks
v) centralized water system
vi) electrical system
vii) concrete catch-basins and manholes
viii) street lights
ix) developed open spaces as decreed by PD No. 957

3. Aside from the aforesaid improvement and facilities enumerated above,

CyberCity is conceptualized to include the following structures:

i) Technical Building
ii) Locator Building
iii) Executive Training Building
iv) Service and Utility Buildings
v) College Buildings
vi) Residential Dormitories
vii) Clubhouse
viii) Canteen
 ix) Developed Lots to be sold or leased to local or
multinational companies engaged in IT or related
businesses.

ARTICLE V
OBLIGATIONS OF THE CORPORATION

5.1. The CORPORATION shall be responsible in securing the following:

i. Conversion or Exemption Clearance from the Department of Agrarian

Reform, if required;
ii. Development Permit from the appropriate local government unit;
iii. Environmental Compliance Certificate from the Department of
Environment and Natural Resources.

5.1 The CORPORATION shall be responsible for securing all permits and
licenses including approvals from the proper government agencies for the technical
studies, designs and plans of the Cybercity and specifications for the underground
drainage system, water system, electrical system and all other improvements and
facilities. It is understood that after all approvals have been obtained, the execution of all
works envisaged herein shall be the exclusive prerogative and domain of the
CORPORATION.

5.2. The CORPORATION shall, as soon as practicable, start commence with

the construction and development works on of the PROPERTY within ______ days
from the date of issuance by the appropriate local government units and agencies of the
necessary development permits.
 5.3. The CORPORATION hereby undertakes to prepare, make and submit to
the LANDOWNER and STI for its their approval, the technical studies, designs and
plans of the PROPERTY. The subdivision plans and specifications, upon presentation
and approval thereof of by the LANDOWNER and STI, shall be followed strictly in
good faith and in the development of the PROPERTY by the CORPORATION and the
said documents shall become parts and parcels be incorporated herein by reference and
shall form part of this Agreement.

5.4. Unless otherwise stipulated, the CORPORATION shall procure all the
necessary heavy equipment and hire or contract for all engineering, administrative and
other contractors, employees or laborers required to carry out the development work on
the Condominium Project. The DEVELOPER shall also acquire or otherwise cause to be
acquired all materials and supplies needed for the construction and development of the
Condominium Project.

5.5 The CORPORATION shall complete or otherwise cause the completion

of Cybercity in approximately _________ (___) years from issuance of all the necessary
permits and clearances to commence development works.

5.6 The CORPORATION shall ensure all the works shall be done by its
agents and contractors in a good workmanlike manner following the designs, plans and
specifications, as approved. Subject to this condition, the CORPORATION shall have
full control and supervision as to all matters pertaining or relating to the construction and
development of the Cybercity.

5.7 The CORPORATION shall not sell, cede, transfer, assign, mortgage,
encumber or in any manner dispose of the PROPERTY or any of their the rights and
obligations under this Agreement without the express written permission and consent of
the OWNER-DEVELOPER and CO-DEVELOPER.
 ARTICLE VI
OBLIGATIONS OF THE OWNER-DEVELOPER

6.1 The LANDOWNER warrants that it is the lawful, sole and absolute
owner and is in complete and peaceable possession of the PROPERTY and that the same
is not leased, tenanted, or otherwise occupied by third parties, or under any option and/or
offer to sell or lease.

6.2 The LANDOWNER warrants and undertakes to free the PROPERTY

from any and all kinds of liens, or encumbrances other than the lien created by this
Agreement.

6.3 Should there be squatters or tenants occupying the PROPERTY or any

portion thereof on or before the date of signing of this Agreement, the LANDOWNER
undertakes to cause the removal and/or relocation of any and all squatters or tenants at its
own exclusive expense. The removal and relocation of squatters or tenants who entered
the PROPERTY after the signing of this Agreement and turn-over of the physical
possession of the PROPERTY through a Deed of Assignment/Exchange to be annotated
on the titles, together with the titles, shall be for the account of the CORPORATION.
 4. Real estate taxes on the PROPERTY shall be for the account of the
LANDOWNER until its turnover or assignment of the PROPERTY after which to the
CORPORATION, which shall thereafter shall be responsible for the payment of all real
estate taxes.
 ARTICLE VI
CORPORATE ENTITY AND PROJECT
SEPARABILITY AND INTEGRITY
 5.1 This Agreement shall not in any way be deemed to constitute a merger,
and/or consolidation of, or partnership between the OWNER-DEVELOPER and CO-
DEVELOPER. Pursuant to and consistent with their respective undertakings provided
herein, each party shall retain its separate juridical personality as a distinct legal
corporate entity; Provided, Further, that each of the OWNER-DEVELOPER and CO-
DEVELOPER shall act on its own behalf and that neither party has any authority to bind
and/or commit the other party to any obligation or liability without the express written
consent of the other.

5.2 Except as otherwise provided herein, it is hereby expressly agreed,

stipulated and understood that each of the OWNER-DEVELOPER and CO-
DEVELOPER shall exclusively be liable, responsible and accountable for obligations
arising from their own respective corporate business transactions.

5.3 Each of the OWNER-DEVELOPER and CO-DEVELOPER shall exercise

sole and exclusive authority and jurisdiction over their respective employees.
Accordingly, each party, insofar as their respective employees are concerned shall be
exclusively responsible and accountable for the rights, duties and obligations arising
from "employer and employee" relationship and the provisions of the Labor Code of the
Philippines.

5.4 The OWNER-DEVELOPER and CO-DEVELOPER hereby hold each

other free and harmless of any and all consequences arising from the corporate
insolvency, reorganization, readjustment or liquidation of debts of or affecting them;
Provided, Further, that OWNER-DEVELOPER and CO-DEVELOPER undertake not to
commit any act that would affect and/or prejudice the stability and viability of the
Condominium Project.
ARTICLE VI
FORCE MAJEURE
 In the event of any force majeure, including but not limited to fire, storm,
earthquake, volcanic eruption, and other acts of God, acts of public enemy, war,
rebellion, insurrection, sabotage, terrorism, public disorder, civil strife, labor disputes,
rules, regulations, orders or directives of the national government or any political
subdivision, agency or instrumentality thereof, or the order of any court or regulatory or
arbitral body of competent jurisdiction, which makes it impossible or extremely difficult
for the OWNER-DEVELOPER to continue the Project, the OWNER-DEVELOPER
may suspend the development works on the IT Project by written notice to the CO-
DEVELOPER.

ARTICLE VII
VALIDITY OF THE AGREEMENT

7.1 This Agreement shall take effect upon its execution and shall continue
until the IT Project shall have been completed.

7.2 The parties shall execute any and all documents, agreements or
instruments necessary or proper to render effective the terms and conditions of this
Agreement.

7.3 The signature of the parties set forth below signify that this Agreement
truly set forth their entire undertaking and commitment in respect of the IT Project and
that there are no other representations and no other warranties between the parties hereto
except those expressly set forth herein. No provision of this Agreement may be waived,
changed, terminated, modified or discharged, either expressly or impliedly, except by
subsequent written agreement signed by the party against whom such waiver, change,
termination, modification or discharge is sought to be enforced.
 7.4 If any provision of this Agreement shall be held void, invalid or contrary
to law by a final judgment or decree of any court, commission or other judicial or quasi-
judicial body of competent jurisdiction, the validity of the other provisions hereof shall
remain in full force and effect in all other respects as if said provision had not been
included in this Agreement, unless said judgment affects the Agreement as a whole.

ARTICLE VIII
CONFIDENTIALITY

The OWNER-DEVELOPER and CO-DEVELOPER shall hold in strict

confidence all information furnished by one to the other and shall not disclose the same
to any third party without the prior written consent of the party providing such
confidential information, except non-sensitive information relating to general matters
concerning the IT Project. It is hereby further agreed that both parties shall likewise hold
in strict confidence all information relating to this Agreement and all other subsequent
agreements that may be entered into by the parties, and shall not disclose any such
information unless expressly agreed upon in writing by the parties hereto.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 All notices and communications shall be in writing delivered either in

person or by registered mail, and addressed to the parties at their addresses as specified
above unless change of address is given in writing.

9.2 This Agreement shall be valid and binding upon the successors and
assigns of the contracting parties hereto.
9.3 This Agreement shall be annotated on the title of the Project Site.
 9.4 The parties warrant that they each have the required authorization, permits
and consents necessary to enter into this Agreement and are legally in a position to
comply with their respective obligations herein and the signatories hereof are duly
authorized for the purpose.

9.5 The OWNER-DEVELOPER undertakes to furnish CO-DEVELOPER

true and clear copies of the plans and specifications of the IT Project, development
permit, clearances, performance bond and License to Sell within thirty (30) days from
receipt thereof by the OWNER-DEVELOPER.

9.6 All disputes arising out of or in connection with this Agreement which
cannot be settled amicably between the parties shall be finally settled in accordance with
the provisions of PD 957 and the amendments thereof and comply with the requirements
of Section 18 of RA 7279 (Urban Development and Housing Act of 1992) with respect
to the provision of on socialized housing in subdivision projects.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be

signed on the date and at the place first above written.

ASIATIC DEVELOPMENT SYSTEMS TECHNOLOGY

CORPORATION INSTITUTE
(OWNER-DEVELOPER) (CO-DEVELOPER)

By: By:

_______________________ _______________________

SIGNED IN THE PRESENCE OF:

_______________________ _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public for and in this _____ day of

__________________, personally appeared:

Name Comm. Tax Cert. No. Date/Place of Issue

____________________
____________________

both known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledge to me that the same is their own free and voluntary act
and deed and of the corporations represented herein.

This instrument consisting of twelve (12) pages including this page of the
acknowledgment refers to a Development Agreement and that the same has been duly
signed by the parties hereto and two instrumental witnesses on each and every page
hereof.

WITNESS MY HAND AND SEAL on the date and at the place first above-
written.

Doc No. _____; Notary Public

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

/conversion/tmp/activity_task_scratch/553130955.doc
ABKT\RSEV\337-_______