AGREEMENT OF EASEMENT OF RIGHT OF WAY

KNOW ALL MEN BY THESE PRESENTS

This AGREEMENT OF EASEMENT OF RIGHT OF WAY, entered into this ___

day of April 2002 by and between:

________________________, of legal age, Filipino, resident of Cebu City

and the___________________________________________., (a corporation
organized under and in accordance with the Corporation Code of the
Philippines and duly registered with the Securities and Exchange Commission
with its principal office located in Cebu City), owner of the dominant estate,
now and hereinafter referred to as the FIRST PARTY;

-and-

____________________, of legal age, married to__________________, with

residence and postal address at___________________________, Cebu City,
owner of the servient estate, now and hereinafter referred to as the SECOND
PARTY;
-witnesseth-

That the FIRST PARTY is the owner of a parcel of land situated

at______________________, and more particularly described as follows, to wit:

[description of the property]

which property is covered by TCT No. __________ of the Registry of Deeds of

the Province of Cebu.

That the SECOND PARTY is the owner of a parcel of land situated at

Lawaan, Talisay City, Cebu, which lot is adjacent to the FIRST PARTYS
property and more particularly described as follows:

[descprition of the property]

which property is covered by TCT No. _________ of the Registry of Deeds of

the Province of Cebu

-2-

That the SECOND PARTY, hereby agrees and permits the FIRST PARTY
to establish a permanent easement of drainage upon his (SECOND PARTYs)
property under the following terms and conditions:

1. The establishment of the drainage shall be in such a manner as to

cause the least damage to the property of the SECOND PARTY and shall be
at a point where egress and flow of the water coming from the property of
the FIRST PARTY is most efficient;
 2. The drainage system shall to be in accordance with the
specifications as set forth in the attached plan, which is made an integral
part of this contract as Annex A

3. The FIRST PARTY shall bear the cost of the construction of the
drainage system and in consideration for the easement granted by the
SECOND PARTY, the former hereby agrees and permits the latter to tap,
connect and utilize said drainage system established for his (SECOND
PARTYs) own use and benefit;

4. The FIRST PARTY shall strictly adhere and follow the specifications
established in the plan hereto attached as Annex A and by these presents,
it is stipulated that the constructed site of the drainage system cannot be
changed or altered once it is established. However the SECOND PARTY can
modify or restructure the said drainage system as it may appear beneficial to
the utilization and economy of the servient estate. Provided, however, that it
will not prejudice the function of the drainage system and the utilization of
the same by the FIRST PARTY;

5. The FIRST PARTY shall ensure that its wastewater shall pass through a
sanitary treatment facility before it is dumped to the drainage system
established in the property of the SECOND PARTY. Free flow maintenance of
the drainage pipes shall also be the primary undertaking of the FIRST PARTY;

6. The FIRST PARTY is hereby given sixty (60) days from the signing of this
agreement to undertake and complete the drainage system herein
stipulated, which period is essentially reckoned from the construction of the
structures and edifices on the property of the SECOND PARTY.

7. Further, the SECOND PARTY shall deliver to the FIRST PARTY all the
necessary papers, deeds and titles in relation to the servient estate in order to
facilitate the registration of the abovementioned easement of drainage, in
accordance with law.

This agreement shall be binding between the parties and upon all their
heirs, successors and assigns.

-3-

IN WITNESS WHEREOF, the parties have hereto set their hands this ___
day of April 2002 at Cebu City, Philippines.

with my marital consent:

 Signed in the presence of

_______________________ _______________________
(signature over printed name) (signature over printed
name)

ACKNOWLEDGMENT

Republic of the Philippines)

City of Cebu...) s.s.

Before me, this ____day of April 2002 in the City of Cebu, Philippines
personally appeared___________________________, with Community Tax
Certificates as above indicated, known to me to be same persons who
executed the foregoing instrument consisting of three (3) pages, and they
acknowledged to me that the same is their free act and deed.

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

notarial seal, the day, year, and place above written.

Doc. No.
Page No.
Book No.
Series of 2002