REAL ESTATE MORTGAGE

Real Estate Mortgage dated ___ December 2002 executed by and between:

ASIAWORLD PROPERTIES PHILIPPINE

CORPORATION, a corporation duly organized and validly
existing under Philippine laws, with principal office at the
Asiaworld City, E. Aguinaldo Boulevard, Paraaque City (the
Mortgagor),

and

ERLINDA B. LEGASPI, married to JESUSITO D.

LEGASPI, of legal age, Filipino citizen, and with address at 2232
Paraiso St. Dasmarias Village, Makati City (the Mortgagee).

RECITALS

The Mortgagor has obtained a loan (the Loan) in the principal amount
of Philippine Pesos Five Million (PhP5,000,000) from the Mortgagee as evidenced
by and upon the terms and conditions set forth in the Loan Agreement dated 3
December 2002 (the Loan Agreement).

As security for the Loan and the Loan Agreement (collectively, the
Obligations), the Mortgagor has offered to mortgage Unit - Elevator Floor 25-C
of the Cleveland Tower Condominium, Brgy. Tambo, Paraaque City, Metro
Manila, with an area of three hundred sixty three and 94/100 (363.94) square
meters, and covered by, and more particularly described in, Condominium
Certificate of Title No. 2624 issued by the Paraaque Register of Deeds in the
name of the Mortgagor, and the Mortgagee is willing to accept such mortgage
under the terms and conditions of this Real Estate Mortgage (the Mortgage).

For and in consideration of the premises and the covenants herein

contained, the parties agree as follows:

SECTION 1. GRANT OF MORTGAGE

1.01 As security for the payment by the Mortgagor of the Obligations

when due and the faithful performance and observance of the covenants
contained herein and in the Loan Agreement, the Mortgagor hereby establishes
and constitutes in favor of the Mortgagee a first preferred mortgage and a
security interest in Unit - Elevator Floor 25-C (the Mortgaged Property) of the
Cleveland Tower Condominium, Brgy. Tambo, Paraaque City, Metro Manila,
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and covered by, and more particularly described in, Condominium Certificate of
Title No. 2624 issued by the Paraaque Register of Deeds in the name of the
Mortgagor, to wit:

Unit Elevator Floor 25-C: Facing Coastal Road SW corner of

building, with an area of 363.94 square meters more or less,
designed with the following: Masters bedroom with walk-in closet
and toilet & bath; 2 bedrooms, each with toilet & bath; den room
with toilet & bath; maids room with toilet & bath; powder room;
foyer, living/dining room; kitchen; service area, utility room and
balcony.

A copy of Condominium Certificate of Title No. 2624 is attached hereto and

made an integral part hereof as Annex A.

1.02 If the Mortgagor shall pay in full all the Obligations according to
the terms of the Loan Agreement, or if the Mortgagor shall well and truly have
kept and performed all the covenants, undertakings and agreements herein and
in the Loan Agreement, then this Mortgage shall terminate; otherwise, it shall
remain in full force and effect.

SECTION 2. REPRESENTATIONS AND WARRANTIES

2.01 To induce the Mortgagee to enter into this Mortgage and to secure
the payment of the Obligations, the Mortgagor represents and warrants to the
Mortgagee as follows:

(a) The Mortgagor has good and marketable title to the

Mortgaged Property, and the Mortgaged Property is free and clear of
mortgages, liens, charges, and other encumbrances, except (i) the
mortgage lien created pursuant to this Mortgage, or (ii) statutory liens and
preferences and other obligations established solely by operation of law.

(b) The Mortgagor has the capacity and power to enter into, and
perform the Mortgagors obligations under, this Mortgage.

(c) This Mortgage constitutes the legal, valid and binding

obligation of the Mortgagor, enforceable in accordance with its terms, and,
when duly registered with the appropriate Registry of Deeds pursuant to
Section 3.04, will create a valid and enforceable first and preferred lien
upon the Mortgaged Property.

(d) No event has occurred and is continuing which constitutes a

default by the Mortgagor under or in respect of any loan agreement or
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other contract under which a loan outstanding as of the date hereof has
been extended to the Mortgagor and no event has occurred which with
giving of notice, lapse of time, or other condition would constitute a
default by the Mortgagor under or in respect of any such loan agreement
or other contract.

(e) Except for the registration of this Mortgage with the

appropriate Registry of Deeds pursuant to Section 3.04, all necessary
consents, licenses, approvals, and authorizations of, and all filings and
registrations with, any governmental authority, bureau, or agency or other
entity or person required in connection with the execution, delivery,
performance, validity, or enforceability of this Mortgage have been
obtained and are in full force and effect.

(f) There is no action, suit, or proceeding pending or, to the

knowledge of the Mortgagor, threatened against or affecting the
Mortgagor or any of its properties before any court or governmental
department, commission, board, bureau, agency, or instrumentality of the
Republic of the Philippines or any other jurisdiction, which, if determined
adversely, could have material adverse effect on the business, property, or
financial condition of the Mortgagor.

(g) The obligation of the Mortgagor to pay the Obligations

constitutes and will constitute the direct, unconditional, and general
obligation of the Mortgagor, and any residual amount not satisfied out of
the proceeds of the security created under this Mortgage ranks and will
rank, at least, pari passu with all unsecured indebtedness of the
Mortgagor, except for indebtedness in respect of which a preference or
encumbrance has been created by operation of law and except as
otherwise disclosed to the Mortgagor in writing prior to the date hereof.

2.02 The representations and warranties contained in Section 2.01 shall

survive the execution of this Mortgage.

SECTION 3. TERMS AND CONDITIONS

3.01 So long as no Event of Default shall have occurred and be

continuing, the Mortgagor shall be permitted to possess, use, and enjoy the
Mortgaged Property and to receive, use, and dispose of, free from the lien of this
Mortgage, the revenues, earnings, income, product, and profits of the Mortgaged
Property.

3.02 The Mortgagor shall at all times keep the Mortgaged Property in
good condition, promptly making repairs, and in general doing or causing to be
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done all such acts and things as may be reasonably necessary for the care,
preservation, and maintenance of the Mortgaged Property.

3.03 The Mortgagor shall pay and discharge on time all taxes,
assessments, and governmental charges levied or assessed on the Mortgaged
Property (except taxes, assessments, or charges contested in good faith) and,
upon request, surrender to the Mortgagee copies of the official receipts for such
payments.

3.04 The Mortgagor shall deliver to the Mortgagee the owners

duplicate of the certificate of title covering the Mortgaged Property upon
execution of this Mortgage, and shall, within ten (10) days from the date hereof,
register this Mortgage and any such supplement with the appropriate Registry of
Deeds. All expenses incurred in connection with the execution, notarization,
recording, and cancellation of this Mortgage or any supplement hereto, such as,
but not limited to, documentary stamp taxes and registration fees, shall be
defrayed by the Mortgagor.

3.05 In the event that the Mortgagor shall fail to comply with its
obligations under Sections 3.02, 3.03, and 3.04 and unless the Mortgagee shall
have declared the Obligations secured hereby due, payable, and defaulted in
their entirety, the Mortgagee may, in her discretion, advance all expenses
necessary to maintain the Mortgaged Property, settle taxes, and effect
registration of this Mortgage and any supplement to the extent necessary to
comply with such sections. All expenses so advanced by the Mortgagee, as well
as all costs of litigation and other proceedings in which the Mortgagee may be
involved in relation to the preservation of the Mortgaged Property and the
perfection and maintenance of the lien created by this Mortgage, shall be
reimbursed by the Mortgagor on demand with interest at the rate of thirty
percent (30%) from date of disbursement to date of reimbursement, and until so
reimbursed, shall form part of the Obligations secured hereby.

3.06 Should the Mortgaged Property be condemned, seized, or

otherwise appropriated, expropriated, or sequestered by the Philippine
Government or any department, branch, subdivision, or instrumentality thereof,
or by any person, association, or body corporate duly authorized by law to
acquire property by eminent domain, all moneys paid or payable on account or
in consideration of such condemnation, seizure, appropriation, expropriation, or
sequestration of such Mortgaged Property, and any real or personal property
given in exchange for the Mortgaged Property so condemned, seized,
appropriated, or expropriated, shall be delivered to the Mortgagee, which is
hereby expressly authorized to collect such moneys and to receive such property
on behalf of the Mortgagor.
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3.07 The Mortgagor shall provide the Mortgagee with such further
assurances and execute and deliver or cause the execution and delivery of such
other documents as may be necessary or desirable to effectuate the purposes and
intent of this Mortgage, including any supplement or addendum to this
Mortgage. The Mortgagor shall also provide the Mortgage with any information
pertaining to this Mortgage as may be reasonably requested by the Mortgagee.

SECTION 4. DEFAULT AND REMEDIES

4.01 Each of the following shall constitute an Event of Default under this
Mortgage:

(a) the Mortgagor shall fail to pay to the Mortgagee any amount
due and owing with respect to the Obligations;

(b) any representation or warranty or statement made or

furnished to the Mortgagee by or on behalf of the Mortgagor in connection
with this Mortgage shall prove to have been false in any material respect
when made or furnished:

(c) the Mortgagor shall default in the due performance or

observance of any provision contained herein and such default continues
unremedied for thirty (30) days after notice to the Mortgagor by the
Mortgagee; or

(d) the lien created by this Mortgage shall be lost or impaired or

shall cease to be a first and preferred lien upon the Mortgaged Property.

4.02 Upon the occurrence of an Event of Default and at any time

thereafter, the Mortgagee may declare the Obligations secured hereby to be
forthwith due and payable, and shall forthwith foreclose this Mortgage,
judicially or extrajudicially under Act No. 3135, as amended. Thereupon, on
demand of the Mortgagee, the Mortgagor shall immediately turn over possession
of the Mortgaged Property to any party designated as the duly authorized
representative of the Mortgagee, free of all charges. Should the Mortgagor fail to
deliver the Mortgaged Property as aforesaid, the Mortgagee, through her duly
authorized representatives, is hereby irrevocably authorized to take possession
of the Mortgaged Property without the need of any order from any court of any
authority other than that herein granted. For the purpose of extrajudicial
foreclosure, the Mortgagor hereby irrevocably appoints the Mortgagee or her
duly authorized representative as the attorney-in-fact of the Mortgagor to sell the
Mortgaged Property in accordance with the provisions of Act No. 3135, as
amended, and the stipulations herein set forth, to sign all documents and
perform any act requisite or necessary to accomplish said purpose and to appoint
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their representatives or substitutes as such attorneys-in-fact with all the powers

herein conferred. In any extrajudicial foreclosure under Act No. 3135, as
amended, the auction sale shall take place in the city or capital of the province
where the Mortgaged Property is situated. In case of judicial foreclosure, the
Mortgagor hereby irrevocably consents to the appointment of the Mortgagee, or
her duly authorized representatives, as receivers, without bond, to take charge of
the Mortgaged Property at once and to hold possession of the same.

4.03 Upon the occurrence of an Event of Default, and in addition to the

remedies specified in Section 4.02, the Mortgagee and her duly authorized
representatives are hereby appointed attorneys-in-fact of the Mortgagor, with
full power and authority to lease the Mortgaged Property or any portion thereof
for such rent as they may consider satisfactory, to collect rents, to eject tenants, to
make repairs or improvements on the Mortgaged Property for the Mortgagors
account, to execute such contract of lease or other documents as may be deemed
convenient, and to perform any other act which the Mortgagee may deem
necessary or convenient for the proper administration of the Mortgaged
Property.

The powers herein granted shall not be revoked while this Mortgage is in
force and effect, and all acts that may be executed by the Mortgagee by virtue of
said powers are hereby ratified and confirmed by the Mortgagor.

4.04 All moneys realized by the Mortgagee in the exercise of her rights,
powers, and remedies under this Mortgage shall be applied: first, to the
reimbursement to the Mortgagee of all expenses and costs of litigation, including
attorneys fees, receivership, collection, maintenance, improvements, and other
acts of administration and/or sale of the Mortgaged Property; second, to the
payment of the Obligations to the Mortgagee hereunder and under the Contract.
The balance, if any, after application as aforesaid shall be delivered and paid to
the Mortgagor or as otherwise required by law.

SECTION 5. MISCELLANEOUS

5.01 All correspondence relative to this Mortgage, including demand

letters, summonses, requests, or notices shall be personally delivered or
transmitted by postage prepaid registered mail to the Mortgagor, and to the
Mortgagee at their respective addresses hereinabove set forth.

The date of any notice or other correspondence hereunder shall be

deemed to be (i) the date of receipt if delivered personally or (ii) the date ten (10)
calendar days after posting or the date of receipt, whichever is earlier, if
transmitted by mail, whichever shall first occur.
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5.02 If any provision, term or condition of this Mortgage or the

application hereof to any person or circumstance is held invalid, the other
provisions, terms and conditions hereof and the application of such provisions,
terms and conditions to other persons or circumstances shall not be affected
thereby.

5.03 The headings in this Mortgage are inserted for convenience only
and shall be ignored in construing this Mortgage. Unless the context shall
otherwise require, words denoting the singular number shall include the plural,
and vice versa.

5.04 The written consent of the parties hereto shall be required for any
amendment or waiver of the terms and conditions of this Mortgage.

5.05 This Mortgage shall be governed in accordance with the laws of the
Republic of the Philippines.

IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have caused

this Mortgage to be executed as of the day and year first above-written.

ASIAWORLD PROPERTIES
PHILIPPINE CORPORATION
Mortgagor
By:

NELIA T. GONZALES ERLINDA B. LEGASPI

President Mortgagee

With my marital consent:

JESUSITO D. LEGASPI

SIGNED IN THE PRESENCE OF:

_______________________ _______________________

ACKNOWLEDGMENT
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REPUBLIC OF THE PHILIPPINES)

______________________________ ) ss.

BEFORE ME, a Notary Public in and for ___________________, personally

appeared:

Name C.T.C. No. Date / Place of Issue

Asiaworld Properties
Philippine Corp.
By:
Nelia T. Gonzales, President
Erlinda B. Legaspi
Jesusito D. Legaspi

known to me to be the same persons who executed the foregoing Real Estate
Mortgage and who further acknowledged to me that the same is their free and
voluntary act and deed and that of the corporation Nelia T. Gonzales represents.

This instrument consists of eight (8) pages, including its annex and the
page on which this acknowledgement is written, and refers to a Real Estate
Mortgage, duly signed by the parties and their instrumental witnesses on the
signature pages and on the left margin of each of the other pages hereof.

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

notarial seal on the day and year first above-written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2002.