Matters Discussed at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc.

November 5, 1998 PSE CIRCULAR FOR BROKERS NO. 2528-98 03 November 1998 PHILIPPINE STOCK EXCHANGE, INC . Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Mr . Reynold P . Ong Vice-President, Listings & Disclosure Group SUBJECT : Matters Discussed at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc . Gentlemen : In compliance with the reportorial requirements of the Philippine Stock Exchange, Inc., please be advised that at the Special Meeting of the Board of Directors of Zipporah Realty Holdings, Inc . (the "Corporation") held on 03 November 1998, at which meeting a quorum was present and acting throughout, the following matters were taken up and approved: 1. Resolution appointing Mr. John Anthony B. Espiritu and Mr. Simeon Cua as two (2) of the authorized Group B bank signatories of the Corporation in its savings/current/time deposit accounts with Westmont Bank (Head Office, Salcedo Branch, or any of its branches), replacing Mr. Edgardo B. Espiritu, subject to the same terms and conditions set forth in the resolution adopted by the Corporation on 28 September 1996; 2. Resolution ratifying and adopting as the action of the Corporation the instructions given by its directors, Messrs. Harry U. Limtong and Pedro O. Tan, to Mr. Bienvenido Agundo, Sr. with respect to the temporary suspension effective 10 January 1998 of its mining operations in Barangay Buenavista, Lemery, Iloilo covered by Small Scale Mining Permit No. 97-0002 (the "Iloilo Lemery Black Clay Operations") due to the lack of customers for black clay, to prevent losses in the mining operations of the Corporation; LLjur 3. Resolution authorizing the resumption of the Iloilo Lemery Black Clay Operations only upon further determination by the members of the Board of Directors, as may be in the best interests of the Corporation; 4. Resolution revoking as of 10 January 1998 the authority of Messrs. Arturo O. Baldado, Bienvenido Agundo, Sr. and Carlito M. Melchor to represent the Corporation in any matter or transaction involving the Iloilo Lemery Black Clay Operations; 5. Resolution authorizing the Corporation to do and perform any and all acts necessary to: (1) investigate the illegal mining activities being conducted in the area in Barangay Buenavista, Lemery, Iloilo (the "Area") over which the Corporation has prior rights under Small Scale Mining Permit No. 97-0002, including the transport and sale by unauthorized persons of the black clay materials mined from the Area; and (2) prevent the further occurrence of such illegal mining activities; and 6. Resolution appointing one of its directors, Mr. Harry U. Limtong, as the Corporation's duly authorized representative for the purpose of: (1) instituting the proper criminal and civil cases in the courts of competent jurisdiction relative to the theft, estafa, falsification and/or other fraudulent acts committed by Bienvenido Agundo, Sr., Ramon Brilliantes, Sylvia Belmonte, David Jesusa and such other persons who may be later known to have conspired with the aforementioned persons in illegally conducting mining activities in the Area, thereby depriving the Corporation of its rights over the black clay materials obtained from the Area, and by transporting and selling said black clay materials to the material prejudice of the Corporation; and (2) representing the Corporation in any and all such cases that may be filed. We trust that you will find the foregoing in order. Very truly yours, ZIPPORAH REALTY HOLDINGS, INC. By: (SGD.) RAOUL R. ANGANGCO Corporate Secretary