JOINT VENTURE AGREEMENT


               THIS AGREEMENT MADE AS OF THE 24TH DAY OF JUNE 1998


                                 BY AND BETWEEN


                       SOUTHERN    PHILIPPINES    DEVELOPMENT    AUTHORITY,    a
                       government-owned  and controlled  corporation,  organized
                       and existing  under P.D.  690, as amended,  by P.D.  1703
                       with its  principal  office at Km 12  Catalunan  Pequeno,
                       Davao City, Philippines represented by its Administrator,
                       ATTY. BLO UMPAR ADIONG, Al Haj hereinafter referred to as
                       SPDA.

                                       AND

                       WARISAN GROUP JOINT  VENTURE,  a company,  registered and
                       organized  under the existing laws of the Republic of the
                       Philippines,  with its principal  office  address at Unit
                       21, Chason Townhouse,  C. Raymundo Ave., Maybunga,  Pasig
                       City,  Philippines  represented by its JV Partners GUEMAR
                       M.  AMIN,   President   and   Director   (Amin  and  Sons
                       Corporation)  and PG.  HASHIM  PSR PG HJ JAYA,  Executive
                       Vice-President   and   Director,    (WULF   International
                       Limited),  hereinafter referred to as WARISAN GROUP JOINT
                       VENTURE.

                                WITNESSETH THAT:

                 WHEREAS,  the  parties  have  agreed  to form a Joint  Venture,
                 hereinafter  referred to as the "Joint Venture" for the purpose
                 of participating  in a Socialized  Low-Cost Housing Project for
                 the Southern Philippines; and

                 WHEREAS, the Parties have set forth in this Agreement the terms
                 and conditions  governing their relationship as Joint Venturers
                 and the organization and operation of the Joint Venture.












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                 IN  CONSIDERATION  OF the  promises  and mutual  covenants  and
                 agreements  herein  described,  the  Parties  hereto  agree  as
                 follows:

                 1.    COMPLIANCE OF HEADS OF AGREEMENT (MOU)

                       1.1      This Agreement is in compliance with the Memo of
                                Understanding  entered  into  between  SPDA  and
                                WARISAN  GROUP  JOINT  VENTURE  signed in Manila
                                last May 22, 1998.

                2.     CREATION AND OBJECTIVE OF JOINT VENTURE

                       2.1      In  consideration  of the efforts to be expended
                                by each  Party  for the  mutual  benefit  of the
                                Parties  hereby  associate  themselves  as Joint
                                Venturers  and hereby create a Joint Venture for
                                the purposes set forth below.

                       2.2      The name of the Joint Venture is "SPDA-WARISAN
                                JOINT VENTURE."

                       2.3      The  objective of the Joint  Venture is to build
                                1.0  million  socialized  low cost  housing  and
                                related  livelihood  projects in accordance with
                                the  Applicable  laws  of  the  Philippines  and
                                pursuant to SPDA Mandate  herein  referred to as
                                the "Project."

                3.     OBLIGATIONS AND RIGHTS OF JOINT VENTURERS

                       3.1      SPDA  shall   secure  the   necessary   permits,
                                contracts,  guarantees,  and  approvals for each
                                project from all involved Government entities in
                                the Republic of the Philippines on behalf of the
                                SPDA-WARISAN JV.

                       3.2      WARISAN GROUP shall arrange for the underwriting
                                and  issue  of  10-year  corporate  bond  in the
                                principal  amount of $250 M and  provide the net
                                proceeds  of this  bond  issue to the JV for the
                                purposes describe in para 2.3.

                       3.3      Upon  completion  of  the  funding  the  parties
                                hereto shall be  reimbursed  for all prior costs
                                and  expenses  directly  related to the  project
                                described herein subject to the submittal to the
                                Joint Venture of an itemized  accounting of such
                                costs and expenses.

                       3.4      With reference to future obligations,  if either
                                party is required to perform any  obligation  or
                                discharge any liability that exceeds in scope or
                                amount  the  proportion  of  such  liability  or
                                obligation  undertaken  by such Party under this
                                Agreement,  such Party  shall  require the other
                                Party to contribute  thereto in accordance  with
                                this Agreement.


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                4.     ACCEPTANCE OF PRIOR CONTRACTS

                       4.1      The  parties to this  Agreement  recognize  that
                                WARJSAN  GROUP has entered into  agreements  for
                                Project   management    services   and   Project
                                architectural   engineering  services.   WARISAN
                                GROUP hereby  assigns all of its interest in and
                                to these  agreements to the SPDA-WARISAN JV, and
                                the Joint  Venture  shall  assume all rights and
                                obligations of these agreements.

                       4.2      The  parties  also agreed to abide of the duties
                                and  responsibilities,  terms and  conditions as
                                stated in the attached MOU.

                5.     TERM OF JOINT VENTURE

                       5.1      The term of the Joint Venture shall commence on
                                15 July 1998.

                       5.2      The Joint Venture shall continue for a minimum
                                of ten (10) years and until the project is fully
                                completed

                                5.2.1   all obligations and liabilities  assumed
                                        by the Joint  Venture  pursuant  to said
                                        project    have   been   performed    or
                                        discharged, and

                               5.2.2    all disputes,  claims, causes of action,
                                        obligations,  and  liabilities  to third
                                        parties   and  other   similar   matters
                                        arising  out  of or in  connection  with
                                        said  Project  have  been   resolved  or
                                        discharged, and

                               5.2.3    the Joint  Venture has received  payment
                                        in full of all sums  due it  under  said
                                        Project, and

                               5.2.4    the  final  accounting   and  settlement
                                        provided  for below have been agreed  to
                                        and completed.

                6.     OFFICES OF THE JOINT VENTURE

                       6.1      The principal office of the Joint Venture  shall
                                be in Manila, Republic of the Philippines, in  a
                                facility  to be leased by the Joint Venture.

                       6.2      The Joint Venture shall  establish and  maintain
                                field  offices  and   facilities  in   different
                                locations in Mindanao as the Executive Committee
                                may approved.

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                7.     INTEREST OF PARTIES

                       7.1      WARISAN GROUP JOINT VENTURE:  Seventy Percent
                                (70%)

                       7.2      SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY;
                                Thirty Percent (30%) in the form of land owned
                                by SPDA

                       7.3      Each Party shall assume and bear the obligations
                                and liabilities of the Joint Venture,  including
                                any losses that the Joint  Venture may incur, in
                                the  same  percentages as  set  forth  above  in
                                aragraphs  7.1 and 7.2, and as maybe  determined
                                by the Executive Committee.

                8.     BANK ACCOUNTS

                                8.1.1     All  funds   received  by   the  Joint
                                          Venture  from  its  funding  source(s)
                                          shall be deposited in an account to be
                                          opened and  maintained  in the name of
                                          the     SPDA-WARISAN    JV    at    an
                                          international  bank  agreeable  to the
                                          funding source(s). The transfer of any
                                          and all funds from this account  shall
                                          require the  unanimous  consent of the
                                          Executive   Committee  and  all  other
                                          parties of interest.

                                8.1.2     A  "working   capital"  banks  account
                                          shall be opened  and  maintained  in a
                                          bank located in Manila and Davao City,
                                          Philippines.  The  signatures  of  two
                                          members  of the  Executive  Committee,
                                          one  of  whom  shall  be  the  Program
                                          Manager  defined  hereafter,  shall be
                                          required for all checks and drafts and
                                          all other transactions with respect to
                                          this account.

                                8.1.3     Operating accounts may  be opened  and
                                          maintained  by the Joint Venture  with
                                          such other banks as may be  authorized
                                          by the Executive Committee  with  such
                                          signatories as the Executive Committee
                                          shall determine.  Such accounts  shall
                                          be funded from time to time  from  the
                                          account referenced  in Paragraph 8.1.2
                                          above.

                                8.1.4     Neither  Party to  this  Joint Venture
                                          may borrow  money upon,  or  otherwise
                                          pledge  or  commit, the  credit of the
                                          other Party without prior and  express
                                          written  consent  of the  other  Party
                                          except  by   action   taken   by   the
                                          Executive Committee  within the limits
                                          of its authority as defined herein.


<PAGE>



                9.     EXECUTIVE COMMITTEE

                       9.1      The  operations of the Joint  Venture  shall  be
                                carried  out under the  general  management  and
                                direction of the EXECUTIVE COMMITTEE  consisting
                                of Five (5)  members,  three  (3)  from  WARISAN
                                GROUP and Two (2) From SPDA to be  nominated  by
                                and  designated  in writing by each party hereto
                                represent   respectively,   SPDA  shall  be  the
                                Chairman   and   WARISAN   GROUP  shall  be  the
                                President.   If  a  member   of  the   Executive
                                Committee  fails to or is unable  to serve,  the
                                party or parties  designating  said member shall
                                designate  another  member  within five (5) days
                                after notification.

                       9.2      Each  member of the  Executive  Committee  shall
                                have  full  power and  authority  to act for the
                                Party by whom said member was designated, in all
                                matters relating to the management and operation
                                of  the   business  and  affairs  of  the  Joint
                                Venture.  Any  action  taken  by  the  Executive
                                Committee,  within the authority  herein granted
                                shall  be  binding  and  conclusive   upon  both
                                Parties.

                       9.3      The  Executive  Committee  shall meet once every
                                month or at other  agreed to intervals to review
                                the  progress  of the  Project  and to take  any
                                action required on matters within its authority.
                                Special  meetings  may be called by either Party
                                or by the  Program  Manager  with a  minimum  of
                                fifteen (15) days notice. Meetings shall be held
                                at a mutually  agreed  location.  The reasonable
                                and   necessary   travel  and  living   expenses
                                incurred  by  the   members  of  the   Executive
                                Committee in connection with such meetings shall
                                be  charged  to and paid by the  Joint  Venture.
                                Majority  of the five  members of the  Executive
                                Committee.  All  resolutions  and decisions made
                                and  resolutions  passed at said meetings  shall
                                become effective only by unanimous vote. Minutes
                                shall  be kept of all  meetings,  recording  all
                                actions taken,  and said minutes shall be signed
                                by all members.  From time to time  meetings may
                                be  held by  conference  telephone  followed  by
                                distribution   in  writing  to  all  members  of
                                actions to be taken.








<PAGE>




                       9.4      Each party shall  designate its  representatives
                                on the Executive  Committee by notice in writing
                                to the other Party.  Each party may  thereafter,
                                at any time, change such designations by written
                                notice  to  the  other  Party.   Any  change  of
                                representative  shall be effective  upon receipt
                                of said  notice  by the  party  so  notified.  A
                                member of the Executive  Committee  representing
                                either Party may at any time, by written  notice
                                to the other  Party,  designate  an alternate to
                                attend  and act in his or her  place  at any and
                                all  meetings of the  Executive  Committee.  Any
                                vote by such alternate at any meeting shall have
                                the  same  effect  as  made  by  the  originally
                                designated member.

                       9.5      The Executive Committee shall designate the "key
                                management   personnel"  of  the  Joint  Venture
                                including   PROGRAM   MANAGER   who   shall   be
                                responsible for the day to day management of the
                                Joint Venture.

                10.    PROGRAM MANAGER

                       10.l     The Program  Manager shall be designated by  the
                                Joint Venture to be nominated by WARISAN GROUP.

                       10.2     The program  Manager shall have the authority to
                                conduct the day to day  business  and affairs of
                                the SPDA-WARISAN, subject to the limitations set
                                forth in this  Agreement  and any  other  future
                                limitations that may be imposed by the Executive
                                Committee.   The   Program   Manager   shall  be
                                responsible for the selection and supervision of
                                Project  contractors,   and  the  selection  and
                                supervision of all Project employees, subject to
                                confirmation by the Executive Committee.

                       10.3     The Program  Manager  shall not do or cause  any
                                of  the  following   without  the  express  and
                                written approval the Executive Committee.

                                10.3.1. sell,    exchange,    encumber,   lease,
                                        abandon, or  otherwise  dispose  of  any
                                        asset or other  property  of  the  Joint
                                        Venture.

                                10.3.2  borrow any money for, or against the
                                        credit of the Joint Venture.


                                10.3.3  obligate  the   Joint  Venture  to   any
                                        third  party  as  a  surety,  guarantor,
                                        accommodation    party,    or    similar
                                        undertaking.

                                10.3.4  enter  into   any   contract   including
                                        modification  or  any  extension  of any
                                        contract,  or  make  any  commitment  to
                                        any  third  party  for  or on  behalf of
                                        the   Joint  Venture   without   express
                                        permission of the Executive Committee.


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                                10.3.5  make or   authorize any  distribution of
                                        Joint Venture profits,  assets,  or  any
                                        repayment of working capital advances to
                                        any Party.

                       10.4     Deputy Program Manager

                                10.4.1  The Executive  Committee  may  appoint a
                                        Deputy Program  Manager who would serve
                                        in  the capacity  of  Program Manager in
                                        the event the Program  Manager fails  to
                                        serve or is unable  to serve.


                                10.4.2  The  Program  Manager may be removed  by
                                        unanimous vote of the representatives of
                                        the  Executive Committee  designated by
                                        the  parties  to  this  Agreement.   Any
                                        employment contracts negotiated with the
                                        Program   Manager    shall contain   the
                                        foregoing removal.

                11.    JOINT VENTURE ORGANIZATION AND OPERATIONS

                       11.1     The Joint  Venture  shall   be  fully staffed to
                                carry out the business and affairs of  the Joint
                                Venture.

                       11.2     From  time  to time  the  staffing  requirements
                                shall be reviewed by the Executive Committee.

                       11.3     The  Parties  to  this  Agreement   may   assign
                                qualified    personnel  from  their   respective
                                corporations to fill key management positions on
                                the staff of the Joint Venture with the approval
                                of the Executive Committee.

                       11.4     All joint venture  employee costs  including
                                but  not  limited  to  salaries,   benefits,
                                travel,  living,  and lodging  expenses with
                                the exception of travel  expense  advance as
                                limited  above,  shall  be  approved  by the
                                Executive Committee.

                12.    DISTRIBUTION OF PROFITS

                       12.1     Distribution of  any and  all profits earned  by
                                the Joint Venture   shall  be made  from time to
                                time to  the parties  hereto in the  proportions
                                specified  above   in Paragraph 7  and  in  such
                                amounts  as   the  Executive   Committee   shall
                                determine, provided  that no distribution  shall
                                be made until all advances  of  working  capital
                                (Section  3.3) have been  repaid to the  Parties
                                hereto by the Joint Venture.


<PAGE>


                       12.2     Distribution  of   profits  shall  be  made only
                                after all other current obligations of the joint
                                venture  have been paid  including but not
                                limited to short and long term debt and
                                interest payments and costs of operations.

                13.    WORK PROGRAMS AND BUDGETS

                       13.1     The   budget  shall   consist  of   two   parts,
                                (I) Management Program  and Budget, and (2)  the
                                Project Program and Budget.

                                13.1.1 The Management Program and Budget for the
                                       next calendar year shall be prepared   by
                                       the Program Manager and submitted to  the
                                       Executive  Committee  for  approval.  The
                                       Budget shall include annual costestimates
                                       for the day-to-day administration of  the
                                       Joint Venture  and  the  cost of carrying
                                       out  the  management  instructions of the
                                       Executive   Committee.    The   Executive
                                       Committee   shall   review,  discuss, and
                                       modify  if  necessary    the     proposed
                                       Management    Program   and   Budget  and
                                       corresponding      payment  schedule  and
                                       approve in  writing   a  final  form each
                                       year, however, a revision or addition  to
                                       the  approved   Management   Program  and
                                       Budget maybe made at any  time throughout
                                       the operating year by unanimous  consent
                                       of the Executive Committee.

                                13.1.2 The Executive Committee shall  approve an
                                       Authorization  For  Expenditure (AFE) for
                                       each phase of the  Project  after careful
                                       review, discussion, and modification   if
                                       necessary within  thirty (30) days  after
                                       receipt of the  report  from the  Program
                                       Manager.  Subsequent revisions to the AFE
                                       may be made at any time during the course
                                       of  the  Project  by unanimous consent of
                                       the Executive Committee.

                14.    ACCOUNTING AND RECORDS

                       14.1  Books of accounts and supporting records  shall  be
                             maintained  by the  Joint Venture   in   accordance
                             with  generally accepted accounting  practices  and
                             may be examined at any time by either Party.

                       14.2  Financial statements including a balance  sheet and
                             statement of  profit and  loss  shall  be  prepared
                             monthly in such  detail as may be  required  by the
                             Executive Committee and submitted to each Party.



<PAGE>



                15.    ARBITRATION

                       15.1  Any dispute,  controversy  or claim  arising out of
                             or relating to this Joint Venture Agreement, or the
                             breach, termination or invalidity thereof, shall be
                             finally settled by arbitration administered by  the
                             Philippines Dispute Resolution Center, Inc. (PDRCI)
                             in accordance with its own International Commercial
                             Arbitration Rules as at present in force.

                       15.2  It shall be  understood  and agreed that  the Joint
                             Venture   Agreement   shall  be  governed  by   and
                             interpreted under Philippine Laws.

                       15.3  The  number  of  arbitrators  shall be three   (3).
                             Each Party shall appoint one arbitrator.   The  two
                             arbitrators thus appointed shall  choose the  third
                             arbitrator who will act as the presiding arbitrator
                             of the tribunal.

                       15.4  The place of arbitration shall be in Manila,
                             Philippines.

                       15.5  The language to be used in the arbitral proceedings
                             shall be English.

                       15.6  The parties may be represented or assisted    by  a
                             person of their choice in the arbitral proceedings.
                             The  names  and  addresses  of  such  persons  must
                             specify whether the appointment is being  made  for
                             purposes of representation  or assistance.

                16.     NOTICES AND CORRESPONDENCE

                       16.1  All  notices  and  correspondence  concerning  this
                             Joint Venture  shall  be  sent  to  the  respective
                             Parties as follows;








<PAGE>


                           MEMORANDUM OF UNDERSTANDING
                           ---------------------------

This  Memorandum of  Understanding  is made and entered into on this 22nd of May
1998, at Manila, Philippines

                                 BY AND BETWEEN

                   SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY,
a government-owned and controlled corporation, organized and existing under P.D.
690, as  amended,  by P.D.  1703 with its  phncipal  office at Km 12.  Catalunan
Pequeno,  Davao City,  Philippines  represented by its Administrator,  ATTY. BLO
UMPAR ADIONG, Al Haj hereinafter referred to as SPDA.

                                       AND

                   WARISAN  GROUP  JOINT  VENTURE,  a  company,  registered  and
organized under the existing laws of the Republic of the  Philippines,  with its
principal  office  address  at Unit  21,  Chason  Townhouse,  C.  Raymundo  Ave.
Maybunga,  Pasig City, Philippines represented by its JV Partners GUEMAR M. AMIN
President  and Director  (Amin and Sons  Corporation)  and PG.  HASHIM PSR PG HJ
JAYA,  Executive  Vice  President and Director,  (WULF  International  Limited),
hereinafter referred to as WARISAN GROUP JOINT VENTURE.

                                   WITNESSETH

                   WHEREAS,  there is an  estimated  shortage  of  at least  one
million  housing units in the region  administered  by the Southern  Philippines
Development Authority (SPDA);

                   WHEREAS,  the Special Zone of Peace and Development  (SZOPAD)
in the  Southern  Philippines  was created in 1996 by  Executive  Order No. 371,
which in  Section 3  provides  that the SPDA  shall be one of the  institutional
mechanisms for carrying out development efforts in the Southern Philippines;

                   WHEREAS,  the  Housing  and  Urban  Development  Coordinating
Council  (HUDCC)  was  created in 1996 by  Executive  Order No. 90, and  further
strengthened in 1989 by Executive Order No.357;

                   WHEREAS,  the National  Shelter  Program (NSP) was created by
the Development and Housing Act of 1992;

                   WHEREAS, the HUDCC acts as the highest policy making  body on
shelter and provides overall direction in the implementation of the NSP;

                   WHEREAS,  the SPDA and HUDCC  Special  Mindanao ZOPAD Housing
Task Force  entered into a  Memorandum  of  Agreement  of joint  cooperation  on
October 22, 1997;


<PAGE>


                   WHEREAS the Warisan  Group Joint Venture has  agreed to bring
private sector business to Muslim  Mindanao to develop and construct  socialized
low-cast housing for beneficiaries who are members of the GSIS, SSS and PAG-lBIG
fund and other beneficiaries who are members of the cooperatives;

                   WHEREAS, SPDA manifests its  interests  in  the  Mass Housing
project in Mindanao in  accordance  with its mandate and pursuant to its role as
corporateimplementing  arm of the  Southern  Philippines  Council  for Peace and
Development  (SPCPD) with priority to the Special Zone of Peace and  Development
(SZOPAD) areas.

                   Therefore  and in  consideration  of the above,  the  parties
hereby mutually agree as follows:

               1.   CREATION OF JOINT VENTURE

                    1.1  The Parties  agree to form a Joint  Venture to be known
                         as SPDAWARISAN GROUP JOINT VENTURE.

                    1.2  The  equity  structure  of the Joint  Venture  shall be
                         Warisan   Group  as  majority   and  SPDA  as  minority
                         shareholders.

                    1.3  During  the  process  of   organization   an  Executive
                         Committee  shall be created to be  composed  of experts
                         from SPDA and WARISAN  Group Joint Venture to formulate
                         immediately the joint venture set-up the  determination
                         of  projects,  the  financial  requirements  and  other
                         details subject to confirmation by both parties.

               2.   DUTIES AND RESPONSIBILITIES

                    2.1  SPDA

                    2.1.1 Provide administrative  services  for the projects and
                          ensure Government  approval  for  the establishment of
                          the joint venture.

                    2.1.2 Identify and contribute land and contact other private
                          land owners that will be developed as project site.

                    2.1.3 Assist in the  procurements of  additional  land areas
                          for the project.

                    2.1.4 Assist in  the  selection  of  highly   qualified  and
                          skilled manpower.

                    2.1.5 Co-manage  the low  cost  housing  projects,  includin
                          marketing.

                    2.1.6 Assist in the organization of various  cooperatives fo
                          its Member beneficiaries for low cost housing.


<PAGE>


                    2.1.7 Create linkage with LGU, other government agencies and
                          private sector, housing and subdivision developers, as
                          may be required.

               2.2  WARISAN GROUP

                    2.2.1 Prepare and finance  feasibility  studies, subdivision
                          development  schemes  and  detailed  architectural and
                          engineering plans;

                    2.2.2 Provide  development funds  for land  development  and
                          housing  construction;

                    2.2.3 Undertake land development and/or housing development;

                    2.2.4 Ensure  installation  of basic  utilities and services
                          per existing housing rules and regulations;

                    2.2.5 Assist in marketing of developed lots and/or completed
                          housing units;

                    2.2.6 Maintain projects  until turnover to  the  homeowners'
                          associations as required by law;

                    2.2.7 Participate  in  previously  approved   projects  with
                          third-party developers who are required to provide low
                          income housing units.










<PAGE>



NOW, THEREFORE, the SPDA and the WARISAN JV agree to the following:

o    To enter into a joint venture relationship for the purpose of accomplishing
     the housing goals of the SPDA at an ultimate  annual  production rate of as
     many as one hundred thousand (100,000) low-income housing units;

o    To complete the  definitive  joint venture  housing  development  agreement
     within  thirty  (30)  calendar  days  after the date of  execution  of this
     Memorandum of Understanding (MOU), but not later than June 30,1998;

o    To organize the  Executive  Committee  for the  documentation  of the Joint
     Venture, formulate the organization,  preparation of the master development
     plan  and  feasibility  studies,  and  licenses,  application  permits  and
     financing packages;

o    To facilitate the application for housing accreditation with government and
     housing  agencies,  including the  application for commitment line from the
     housing financial institutions;

o    To treat as  confidential  and  proprietary  all documents  and  supporting
     information developed pursuant to this MOU.


   AGREED TO AND ACCEPTED:

   /s/ Blo Umparadiong, Al Haj                      Illegible Signature
   --------------------------------                 ----------------------------
   BLO UMPAR ADIONG, Al Haj                         Witness
   Administrator
   SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY

   /s/ Guemar M. Amin                               Illegible Signature
   --------------------------------                 ----------------------------
   GUEMAR M. AMIN                                   Witness
   President and Director
   AMIN AND SONS CORPORATION
   WAROSPM JV PARTNER

   /s/ Pg. Hashim Psr Pg H. J. Jaya                 Illegible Signature
   --------------------------------                 ----------------------------
   PG.  HASHIM PSR PG H. J. JAYA                    Witness
   Executive Vice President and Director
   WULF INTERNATION LTD.
   WARISON JV PARTNER





<PAGE>


                   SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY
                 3/F Basic Petroleum Bldg. 104 C. Palanca Street
                          Legaspi Village, Makati City
                          Tel. #818-3893 Fax #818-3907

                           WARISAN GROUP JOINT VENTURE
              Unit 21, Chason Townhouse, C. Raymundo Ave. Maybunga,
                                   Pasig City

           IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement
effective as of this 24th day of June 1998.

SOUTHERN PHILIPPINES DEVELOPMENT AUTHORITY


BY:  /s/ Atty. Blo Umpar Adiong, Al Haj
     --------------------------------------
     ATTY BLO UMPAR ADIONG, Al Haj
     Administrator


WARISON GROUP JOINT VENTURE


BY:  /s/ Guemar M. Amin      /s/ Pg. Hashim PSR Pg HJ Jaya
     -----------------------------------------------------
         GUEMAR M. AMIN & PG. HASHIM PSR PG HJ JAYA
         President & Director  Executive Vice-President & Director