CHATTEL MORTGAGE

This CHATTEL MORTGAGE is made and executed by:

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR;

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

__________________________________________________, of legal age, single/married with

residence and postal address at _________________________________________________,
hereinafter referred to as the ACCOMMODATION MORTGAGOR

All above-mentioned parties are represented by., by virtue of a Special Power of Attorney.

-and-
., a corporation duly organized and existing under the provisions of Philippine laws, with
principal office at, Philippines, hereinafter referred to as the MORTGAGOR;

-IN FAVOR OF-

, hereinafter referred to as the MORTGAGEE.

W I T N E S S E T H: That

WHEREAS, the MORTGAGEE is

WHEREAS, the ACCOMMODATION MORTGAGOR is the present registered owner of

the motor vehicle located at ____________________________________________covered by
OR/CR ________________________, hereinafter referred to as the MORTGAGED
PROPERTY.

WHEREAS, the ACCOMMODATED DEBTOR-MORTGAGOR is a (insert company

profile);

WHEREAS, pending the execution of necessary documents by ACCOMMODATION

MORTGAGOR to effect the transfer of title over the said Mortgaged Property in the name of
ACCOMMODATED DEBTOR-MORTGAGOR, the parties hereto agree on the following terms
and conditions:

1. Pursuant to the terms of the Loan Agreement dated _____________________

executed between ACCOMMODATED DEBTOR-MORTGAGOR and CREDITOR-
MORTGAGEE to finance the acquisition of the Mortgaged Property presently owned
by the ACCOMMODATION MORTGAGOR; and in order to secure the obligations
(both present and future loans) of the ACCOMMODATED DEBTOR-
MORTGAGOR in favor of the CREDITOR-MORTGAGEE, in the amount of

PESOS:
__________________________________________________________________
(PhP __________________), including interest, penalties and other charges accruing,
the ACCOMMODATION MORTGAGOR transfers and conveys by way of Mortgage
to the CREDITOR-MORTGAGEE, its successors-in-interest or assigns, the motor
vehicle(s) which is/are more particularly described herein and/or a supplementary list
appended hereto referred to as the MORTGAGED PROPERTY of which the
ACCOMMODATION MORTGAGOR is the absolute owner, free from all liens and
encumbrances of whatever nature.

2. Except for the intended sale of the property by ACCOMMODATION MORTGAGOR

in favor of the ACCOMMODATED DEBTOR-MORTGAGOR, the former hereby
declares and warrants that there exists no other transaction or document affecting the
property subject of mortgage, previously presented for, and/or presently pending
registration before the Registry of Deeds of any city or province;
3. The ACCOMMODATION MORTGAGOR hereby covenants that he/she has a true,
valid and perfect title to the subject property, the same is free from any lien or
encumbrance; and that he/she will forever warrant and defend the same against all
claims whatsoever;

4. Upon transfer by the ACCOMMODATION MORTGAGOR to the

ACCOMMODATED DEBTOR-MORTGAGOR of the absolute ownership to the
Mortgaged Property either through sale or any evidence of transfer of ownership, the
ACCOMMODATED DEBTOR-MORTGAGOR shall assume this mortgage and the
property shall continue to stand as security for the payment of the obligations of the
latter under the aforesaid Loan Agreement without the necessity of executing another
Chattel Mortgage document. Furthermore, all provisions under this Chattel Mortgage
shall remain in full force and effect.

5. This Chattel Mortgage is constituted under the following conditions:

1. The Obligation secured by this Mortgage are (i) the Loan/Line, any extension,
renewal or restructuring thereof, (ii) any and all instruments or documents issued
upon the renewal, extension, amendments or novation of the Notes, the agreement
covering the Loan/Line (the Agreement) and this Mortgage, irrespective of whether
such obligations as renewed, extended, amended or novated are in the nature of new,
separate or additional obligations, (iii) all interest due on the Loan/Line, including
Capitalized interest and Other Charges (CIOC), including penalties, (iv) all advances
made by the MORTGAGEE for insurance premiums and realty taxes, (v) all fees,
costs and expenses payable by the Borrower under the terms of the TERM SHEET
dated ______________ Agreement, and (vi) all other obligations and liabilities of the
MORTGAGOR to the MORTGAGEE now existing or hereafter incurred.

This Mortgage secures any and all obligations of the MORTGAGOR to the
MORTGAGEE, of whatsoever nature and kind, whether said obligations were
contracted before, during or after the constitution of this Mortgage.

2. The lien established by this Mortgage extends to all replacements, substitution,

increases, increments and accretions to the Mortgaged Property described in Annex
A hereof, any property acquired from the proceeds of the Loan/Line hereby secured
or from the proceeds of the sale of said property as well as any property hereafter
acquired by the MORTGAGOR in addition to or as replacement of said property.

3. In the event that the MORTGAGOR execute subsequent promissory note or notes
either as a renewal of the former note, as extension thereof or as a consolidation
and/or restructuring of accounts represented by said note or notes, and/or guaranty
accommodations, including advances and charges on the loan as well as advances
and/or other fees, interest and charges on guaranty accommodations, or a new loan,
this mortgage shall stand as security for payment of said note or notes without the
necessity of executing a new contract and this mortgage shall have the same force and
effect as if the said promissory note or notes were existing on the date hereof.

4. In case the Mortgages Property includes inventory which consists of raw

materials, goods in process, finished goods and other stocks-in-trade, the
MORTGAGOR shall replenish the inventory stock at such level of quality, quantity,
value and standards shall be required by the MORTGAGEE, and said inventory shall
cover all such inventories belonging to the MORTGAGOR placed in or stored at the
establishment of the MORTGAGOR located as indicated in Annex A or at the back
hereof, provided that if such location is not so designated, this Mortgage shall cover
all inventories owned by the MORTGAGOR placed in or stored in al establishments,
warehouses or storage places wherever the same may be located. This Mortgage shall
extend to all replacements, substitutions, additions, increases and accretions on the
 inventories whether of the same or different kind, type, brand or make as those listed
at the back or in Annex A hereof.

5. At any time that the MORTGAGEE shall require, the MORTGAGR shall promptly
take and submit to the MORTGAGEE such duly certified reports or statements or
updated list of the inventories stating the description, quality, location and value of
the Mortgaged Property. The MORTGAGOR shall allow the MORTGAGEE, its duly
authorized representatives to enter its premises at any reasonable time of the day to
enable the MORTGAGEE to appraise the condition and value of the Mortgaged
Property, and to inspect the MORTGAGORs books. Such updated list shall, to all
intents and purposes, be deemed an integral part of this Mortgage and if deemed
necessary by the MORTGAGEE shall be registered or caused to be registered with
the proper official(s) at the expense of the MORTGAGOR.

6. The MORTGAGOR shall not, without first obtaining the MORTGAGEEs written
consent, mortgage, pledge, or alienate the Mortgaged Property or transfer the location
thereof.

7. The MORTGAGOR shall pay all the lawful taxes and assessments on the
Mortgaged Property, undertake to use extraordinary care and diligence in the use,
preservation, and maintenance of the Mortgaged Property, and shall make or cause
repairs, at its own expense, as may reasonably be necessary to preserve and maintain
the same in good order and condition.

8. The insurance coverage on all insurable assets mortgaged to the MORTGAGEE

equivalent to at least the sound value of such insurable assets, shall be procured and
placed by the MORTGAGEE, provided that the assets so covered will be periodically
reappraised for purposes of upgrading the policies as they are renewed to reflect the
current sound value and provided, finally, that all insurance indemnity proceeds on
said property shall be applied automatically to the MORTGAGORs account without
prejudice to the requirement for additional security to bring the MORTGAGEEs
security position to an acceptable level. Should the indemnity proceeds be insufficient
to cover the Loan, the balance of the account may be considered for restructuring
without charges for application fees and/or registration of the mortgage for the new
loan.

Should the MORTGAGOR secure an additional loan to repair or rebuild the damaged
project, the said additional loan need not be covered by a new mortgage provided the
amount is not more than the insurance money paid to the MORTGAGEE.

9. Should the Mortgaged Property or any part thereof be lost, destroyed or damaged
or suffer, in the reasonable judgment of the MORTGAGEE, any appreciable decline
in value, the MORTGAGEE shall have the right to declare the obligation hereby
secured due, payable and defaulted and to avail of the remedies under this Mortgage.
However, of the MORTGAGOR shall immediately after the loss, destruction or
damage of the Mortgage Property or the MORTGAGEEs advice or its opinion of the
appreciable decline in value of the Mortgaged Property, give such new or additional
security as shall be acceptable to the MORTGAGEE, then the MORTGAGEE may
grant a reasonable extension of time for the payment of the obligation hereby secured.

10. The MORTGAGOR shall not sell, dispose, alienate and/or encumber the
Mortgaged Property nor transfer the same to another location without the prior
written consent of the MORTGAGEE; otherwise, the obligation secured by this
Mortgage shall become immediately due, payable, and defaulted. In the event the
Mortgaged Property is sold, the vendee and MORTGAGOR shall be jointly and
severally liable for the mortgage obligations. Junior encumbrances shall recognize
and consider the extension of any term of this Mortgage, or the execution of a new
mortgage covering the same property executed by the MORTGAGOR in favor of the
MORTGAGEE as first and superior encumbrances, whether such junior
 encumbrances become such without or without the knowledge and/or consent of the
MORTGAGEE.

11. In the even the MORTGAGOR defaults in the obligations hereby secured, braches
or fails to comply with any of the terms and conditions stipulated in this Mortgage or
in the separate instruments evidencing the obligations hereby secured, or institutes
suspension of payments or insolvency proceedings or be involuntary declared
insolvent, or if this Mortgage cannot be recorded in the Registry of Deeds,
(hereinafter referred to as Events of Default), the MORTGAGEE may foreclose this
Mortgage extrajudicially in accordance with Act No. 1508, as amended, or judicially
in accordance with the Rules of Court. Should the MORTGAGEE be compelled to
foreclose this Mortgage or to take any other legal action to protect its interest, the
MORTGAGOR shall pay attorneys fees in the sum equivalent to ten percent (10%)
of the total obligation that is unpaid, but in no case less than Php25,000.00, exclusive
of all costs and fees allowed by law.

12. Effective upon the happening of any of the Events of Default, the MORTGAGEE
is hereby appointed attorney-in-fact of the MORTGAGOR to take actual possession
and control of the Mortgaged Property and to sell, transfer and deliver the whole or
any part thereof at public or private sale and execute the requisite documents and
receipts therefor. Until the Mortgaged Property is sold, the MORTGAGEE, as such
attorney-in-fact of the MORTGAGOR, is empowered to: a) administer, manage, and
operate the Mortgaged Property; (b) make needful repairs and improvements thereon;
(c) receive rents, revenues, earnings, income, products and profits thereof, and apply
the amount thus received to the expenses of taking possession of and administering
the Mortgaged Property and the balance, if any, in the manner and order provided in
paragraph 16 of this Mortgage; and (d) perform any other act deemed convenient for
the proper administration of the Mortgaged Property without, however, any obligation
the MORTGAGEEs party should it choose not to do any of said powers or acts. In
the event the MORTGAGEE chooses to file any judicial proceeding to enforce any
right under this Mortgage, it shall be entitled, as of right, to the appointment of a
receiver of the Mortgaged Property without a bond, with such powers as the court
making such appointment shall confer.

13. The MORTGAGOR expressly waives: a) the 30-day period or any other period
required by law to lapse before the MORTGAGEE shall be entitled to foreclose a
chattel mortgage, it being stipulated here that the MORTGAGEE may foreclose this
Mortgage at any time upon the happening of any of the Events of Default; (b) in case
of judicial execution of MORTGAGORs obligation or any party thereof, its rights
under Section 13, Rule 39 of the Rules of Court and the proper venue of the
foreclosure suit thereto corresponding.

14. The auction sale of Mortgaged Property may be held, at the MORTGAGEEs
option, at Makati where the MORTGAGEEs principal office is located, or the place
where the Mortgaged Property may be found. In case of judicial foreclosure, the
action for foreclosure may be filed, at the MORTGAGEEs option, in the appropriate
courts of Makati City, Philippines.

15. In either extrajudicial or judicial foreclosure, the sale of the Mortgaged Property
shall, at the MORTGAGORs option, be as a whole or in such parts as the
MORTGAGEE may determine. The MORTGAGEE shall the right to purchase the
Mortgaged Property or any part thereof at the auction sale of the Mortgaged Property.

16. The proceeds of the foreclosure sale of the Mortgaged Property shall be applied in the
following manner and order: a) to the payment/reimbursement of the expenses
incurred by the MORTGAGEE in connection with or as an incident to this Mortgage;
b) to the payment of all interests and charges accruing upon the Loan hereby secured;
c) to the satisfaction of the principal amount of the Loan hereby secured; d) to the
satisfaction of all other obligations owing by the MORTGAGOR to the
MORTGAGEE; and e) the balance, if any , shall be delivered to the MORTGAGOR.
 Should the amount realized from the sale of the Mortgaged Property be insufficient to
cover the total indebtedness of the MORTGAGOR, the latter shall pay the balance
within 24 hour after such sale, and in case of it/his/their failure to do so, the
MORTGAGEE shall have a right of action to recover such deficiency from the
MORTGAGOR.

17. The MORTGAGOR shall pay for all the expenses in connection with the
documentation of this mortgage, its notarization, and the documentary stamps
required, its registration, the foreclosure or cancellation thereof, and any litigation
relating to the Mortgaged Property in which the MORTGAGEE might become
involved.

At its option and without any obligation should it not do so, the MORTGAGEE
may advance any expenses chargeable to the MORTGAGOR under this Mortgage
such as the documentation, required thereof and any contract related thereto, its
notarization and registration, insurance premium/s, the taxes and assessments on the
property under paragraph 7, the expenses of MORGAGEEs taking possession of the
Mortgaged Property and administering it prior and up to the foreclosure sale under
paragraph 11 and any such expenses advanced by the MORTGAGEE shall be subject
to a one-time service charge of two percent (2%) plus regular interest on the amount
advanced based on the MORTGAGEEs prevailing rate computed from the date of
advance up to the date of payment plus a default charge at the rate of twenty-four
(24%) per annum computed three (3) months after date of advance up to the date of
payment, as may have been advised in writing by the MORTGAGEE to the
MORTGAGOR, and the repayment thereof shall likewise be secured by this
Mortgage. The MORTAGEEs payment of any such expenses shall not be taken as a
waiver of the MORTGAGORs obligation to pay the same or as curing the
MORTGAGORs breach of the provisions of this Mortgage.

18. The remedies of the MORTGAGEE under this Mortgage are and shall be in
addition to and cumulative with any right of action that it may have under the present
or any future laws of the Philippines.

19. This Mortgage shall take effect upon full or partial availment of the Loan secured
by this Mortgage and shall subject the entire Mortgaged Property as security or lien
for the outstanding obligation owing to the holder of this Mortgage in accordance
with the terms of the promissory note/s and other related documents evidencing the
Loan.