EXHIBIT A
                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                              ASIA PROPERTIES INC.


     The  undersigned,  ________________________________  hereby certifies, with
respect  to  the sale of shares of Common Stock of Asia  Properties, Inc.,  (the
"Company"),  issuable  in  connection  with  this  Advance Notice and Compliance
Certificate  dated ___________________ (the "Notice"), delivered pursuant to the
Equity  Line  of  Credit  Agreement  (the  "Agreement"),  as  follows:
     1.     The  undersigned  is the duly elected Chief Executive Officer of the
Company.
2.     There  are  no  fundamental  changes  to the information set forth in the
Registration  Statement which would require the Company to file a post effective
amendment  to  the  Registration  Statement.
3.     The  Company  has  performed  in  all material respects all covenants and
agreements  to  be  performed  by  the  Company  on or prior to the Advance Date
related  to  the  Notice  and  has  complied  in  all material respects with all
obligations  and  conditions  contained  in  the  Agreement.
4.     The  Advance  requested  is  _____________________.
The  undersigned  has  executed  this  Certificate  this  ____  day  of
_________________.
ASIA  PROPERTIES  INC.


By:
Name:     Daniel  McKinney
Title:     Chief  Executive  Officer







                                 SCHEDULE 2.6(b)
                              ASIA PROPERTIES INC.

     The  undersigned  hereby  agrees  that  for a period commencing on the date
hereof  and  expiring on the termination of the Agreement dated ________________
between  Asia  Properties  Inc.,  (the "Company"), and Cornell Capital Partners,
LP, (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or
indirectly,  without  the  prior  written consent of the Investor, issue, offer,
agree  or  offer  to  sell,  sell,  grant an option for the purchase or sale of,
transfer,  pledge,  assign,  hypothecate,  distribute  or  otherwise encumber or
dispose  of  except  pursuant  to  Rule 144 of the General Rules and Regulations
under  the  Securities  Act  of  1933,  any securities of the Company, including
common  stock  or  options,  rights,  warrants  or  other securities underlying,
convertible  into,  exchangeable  or  exercisable for or evidencing any right to
purchase or subscribe for any common stock (whether or not beneficially owned by
the  undersigned),  or  any  beneficial  interest  therein  (collectively,  the
"Securities").

     In  order to enable the aforesaid covenants to be enforced, the undersigned
hereby  consents  to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the  Company.

Dated:  May  20,  2003

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