PLEDGE AGREEMENT

This Pledge Agreement (“Pledge”) is hereby executed by and between:

[Name of Bank], a corporation duly organized under the laws of the

Philippines, with principal office address at [Address], represented
herein by its [Designation/Position of the Authorized Representative],
[Name of the Authorized Representative], hereinafter referred to as the
“PLEDGEE”;

-AND-

[Name], Filipino, of legal age, single/married, and a resident of

[Address], hereinafter referred to as the PLEDGOR.

[If the party is a corporation, use this:]

[Name of Corporation], a corporation duly organized and existing

under the laws of the Philippines, with principal office address at
[Address], represented herein by its [Designation/Position of the
Authorized Representative], [Name of the Authorized Representative],
hereinafter referred to as the PLEDGOR.

Pledgor and Pledgee are hereafter collectively referred to as “Parties”

WHEREAS, under the terms and conditions of the Loan Agreement dated [Date]
between [Name/s] (herein referred to as the "Debtor", irrespective of number) and the
Pledgee, and any and all amendments, supplements and modifications thereof (the
"Loan Agreement"), the Pledgee agreed to extend to the Debtor a financial
accommodation evidenced by Promissory Note/s (the "Notes") in the aggregate amount
of [amount in words] (P________) Philippine Pesos; (copy of the Note/s may be
annexed)

WHEREAS, the Pledgee agreed to extend the aforesaid financial accommodation on

condition, among others, that this Pledge shall be duly executed, delivered and
complied with by the Pledgor in favor of the Pledgee to secure under the terms and
conditions set forth herein, the Secured Obligations set forth hereafter.

NOW, THEREFORE, for and in consideration of the foregoing premises and in order to
secure the due and full payment and performance of the Secured Obligations, the
Pledgor, by way of pledge, hereby transfers, conveys and encumbers, in favor of the
Pledgee, all of the Pledgor's rights, title and interests in and to the Pledged Properties
under the terms and conditions below set forth or referred to.

Section 1. Secured Obligations. - The obligations secured by this Pledge (the

"Secured Obligations") are the following:

a) All the obligations of the Debtor and/or the Pledgor under: (i) the Notes, the
Loan Agreement and this Pledge; (ii) any and all instruments or documents
issued upon the renewal, extension, amendment or novation of the Notes, the
 Loan Agreement and this Pledge, irrespective of whether such obligation as
renewed, extended, amended or novated are in the nature of new, separate or
additional obligations; and (iii) any and all instruments or documents issued
pursuant to the Notes, the Loan Agreement and this Pledge;

b) All other obligations of the Debtor and/or the Pledgor in favor of the Pledgee,
whether presently owing or hereinafter incurred and whether or not arising
from or connected with the Loan Agreement, the Notes and/or this Pledge; and

c) Any and all expenses which may be incurred in collecting any and all of the
above and enforcing any and all rights, powers and remedies of the Pledgee
under this Pledge.

Section 2. Pledged Properties. The properties herein pledged are all the properties
set forth and particularly described in the List of Pledged Properties attached to form
an integral part of the Pledge as Annex "___" , inclusive of the following, all of which
shall, without need for any further act or deed, form part of the Pledged Properties
securing the Secured Obligations under the terms hereof:

If the pledged properties consist of shares of stock

a) All shares of stock, if any, arising from stock splits and reverse splits
involving the Pledged Properties as well as all stock dividends declared on
the Pledged Properties and all shares of stock or other securities arising or
derived from the exercise of stock rights or warrants attributable to the
Pledged Properties, it being agreed however, that the Pledgor shall be
liable for the subscription price and all calls and assessments thereon, as
well as on the Pledged Properties, although the Pledgee may, at its
discretion, advance the same, to be reimbursed by the Pledgor
immediately upon demand by the Pledgee, with interest at the highest
rate allowed by law from date of advance until full payment thereof (which
amount advanced and interest thereon shall from part and shall be
secured hereunder in the same manner as the Secured Obligations);
b) Including, whenever applicable, the certificates covering any securities
pledged which have already been issued and the subscription agreements
or other instruments covering any such securities pledged for which the
corresponding certificates have not been issued

c) Any and all replacements, substitutions, additions, increases and accretions to the
Pledged Properties now or hereafter existing; and

d) Any and all properties hereafter pledged under the terms hereof pursuant to Section
3.

Section 3. Required Collateral Value. - For as long as any Secured Obligation

remain outstanding, the aggregate fair market value of all Pledged Properties shall, at
all times, be equal to at least ______________per cent (________%) of the aggregate of all
the Secured Obligations remaining unpaid (the "Required Collateral Value").

If at any time, in the opinion of the Pledgee, the fair market value of the Pledged
Properties is less than the Required Collateral Value, the Pledgor shall, upon demand
by the Pledgee, pledge under the terms and conditions set forth or referred to herein,
additional properties of sufficient quantity and quality acceptable to the Pledgee, such
that in the reasonable determination of the Pledgee, the aggregate fair market value of
the Pledged Properties including the additional properties shall at least be equal to the
Required Collateral Value. Such additional properties shall be subject to the terms
and conditions of this Pledge and shall form part of the Pledged Properties without
need of any other or further act or deed.

If deemed necessary by the Pledgee however, the Pledgor shall execute, deliver and
register at the Pledgor's own expense and in favor of the Pledgee a supplemental
pledge instrument/s covering such additional properties.

The Pledgor further covenants that, upon demand by the Pledgee, the Pledgor shall, at
the Pledgor's own expense, do such other things and acts necessary to subject to the
lien and provisions of this Pledge any and all of such additional properties.

Section 4. Representations and Warranties. - The Pledgor hereby represents and

warrants as follows:

a) The Pledgor reiterates herein all the representations and warranties of the Debtor in
the Loan Agreement;

b) The Pledgor is the absolute owner in fee simple and is in lawful possession of the
Pledged Properties, free and clear from any and all liens, encumbrances and adverse
claims of whatever kind and nature, has full power and authority to pledge the same
under the terms hereof, and that there is no legal or contractual impediment which
would in any way impair the validity or enforcement of this Pledge;

c) The Pledge and all other documents and deeds related or supplemental hereto have
been authorized by all necessary acts and deeds (including government authorization,
if required) and when executed and delivered as contemplated by this Pledge, will be
valid and binding in accordance with their respective terms;

d) As of the date hereof, the Pledged Properties have the Required Collateral Value,
and during all the time that any Secured Obligations remain outstanding and unpaid,
the Pledged Properties shall at all times be at least equal to the Required Collateral
Value.

Section 5. Covenants of the Pledgor. As long as any portion of the Secured

Obligations remains unpaid, the Pledgor hereby covenants and undertakes as follows:

a) The Pledgor hereby reiterates herein all the covenants and undertakings of the
Debtor under the Loan Agreement.

b) Simultaneously with the execution of this Pledge, the Pledgor shall: (i) deliver to the
Pledgee the Pledged Properties or otherwise the stock certificates or other evidence of
ownership of the Pledged Properties which are already issued; and (ii) execute and
deliver in favor of the Pledgee, by way of pledge, assignment/s in the form and
substance satisfactory to the Pledgee covering the Pledged Properties for which the
stock certificates or other evidence of ownership thereof have not been issued.
c) The Pledgor will, at the Pledgor's own expense and account, warrant and defend the
title to all the Pledged Properties for the benefit of the Pledgee.

d) The Pledgor shall not sell, assign, dispose of, encumber or otherwise subject to any
other lien, the Pledged Properties or any part thereof.

e) Within thirty (30) days from date hereof, unless sooner required by the Pledgee, the
Pledgor shall at its own expense, and to the satisfaction of the Pledgee, cause this
Pledge and all instruments amendatory or supplemental thereto, to be duly filed and
registered in the books of the issuers thereof or in such other manner and at such
places as may, in the opinion of the Pledgee, be required by law in order to make fully
effective, and to maintain, preserve and protect, the lien and security of this Pledge.

f) The Pledgor will protect and preserve the lien constituted under this Pledge and,
upon reasonable request of the Pledgee, the Pledgor shall execute and deliver such
further instruments and perform such further acts as may be necessary or proper, in
the reasonable opinion of the Pledgee, to more effectively carry out the purposes of this
Pledge and to subject to this Pledge any property intended to be covered hereby.

Upon failure of the Pledgor to keep, observe and perform any or all of the foregoing
covenants, the Pledgee may, in conjunction with or in addition to any other remedy
herein provided, perform or cause to be performed said covenants on behalf of the
Pledgor. Any and all costs advanced or incurred by the Pledgee thereon shall be
reimbursed by the Pledgor immediately upon demand, and shall bear interest at the
highest rate permitted by law from the date the advance was made or cost incurred
until full payment thereof, and shall together with the interest herein provided be
deemed to form part of the Secured Obligations.

Section 6. Default. The Pledgor is in default within the meaning of this Pledge when
the Debtor fails to duly and fully pay and perform any of the Secured Obligations
when due, or when the Debtor and/or Pledgor is otherwise in default under the terms
and conditions of the Loan Agreement, without need for notice to or consent of the
Pledgor or any other or further act or deed.

Default by the Pledgor as herein defined shall, without need for notice or demand, or
any other act or deed, all of which are hereby waived, have the same effect and entitle
the Pledgee to exercise the same remedies provided for in the Loan Agreement, in
addition to the following, all of which remedies shall be alternative, concurrent and
cumulative, unless prohibited by law:

a) The Pledgee shall have the right, without need for advertisement, notice or demand
on or consent of the Pledgor or any other act or deed, to immediately sell all or any
portion of the Pledged Properties in such order or quantity or by such lot or lots as the
Pledgee may deem convenient, necessary or proper, at private sale or public sale, at
the Pledgee's place of business or elsewhere, or in any broker's board or securities
exchange, or otherwise. Any such sale or sales may likewise be made through
negotiated over-the-counter transactions, provided that if any such sales be at
broker's board or public auction, the Pledgee may itself be the purchaser at such
sale/s free from any right or equity of redemption, such right or equity being hereby
expressly waived and released by the Pledgor.

b) The Pledgee shall likewise have the right to issue receipts, to execute and deliver
any instrument or document and/or do such acts or deeds as may be necessary,
proper or convenient to effect the sale, transfer and assignment of any or all rights,
titles and interest of the Pledgor in any or all of the Pledged Properties to the
purchaser/s or to itself, in the proper case; and

c) To apply the proceeds realized from such sale/s as provided hereinafter.

Section 7. Application of Proceeds. The proceeds realized from any sale of the
Pledged Properties shall be applied to the following, in the order given:

a) To the payment of all taxes, assessments, governmental charges or liens, if they

have priority over the lien established herein;
b) To the payment of all expenses of sale, including but not limited to, notices and
advertisements thereof, commissions, attorney's fees and other charges; and
c) To the payment of the Secured Obligations.

Section 8. Power and Authority of Pledgee. To effectively carry out the powers
granted to the Pledgee under Section 7 and elsewhere in this Pledge, the Pledgee
hereby irrevocably names, constitutes and appoints the Pledgee as its true and lawful
attorney in fact, with full power and authority to do and perform, by itself or through
its nominees or agents, with full power of substitution or revocation, any and all acts
and things which may be necessary, proper or convenient to be done or performed in
and about the premises, without however, any responsibility on the part of the
Pledgee for its failure to do any or all of its powers herein vested, all to the same
purposes and effects as if done by the Pledgor, and all acts done in conformity with
the powers herein granted are hereby confirmed and ratified.

Section 9. Expenses. The Pledgor shall pay all costs, fees, charges, and other
expenses in connection with the preparation, execution, delivery, registration and
enforcement of this Pledge or any amendment, supplement or any modification
thereof, including but not limited to all stamp and other taxes.

Section 10. Attorney's Fees and Liquidated Damages. - If the Pledgor fails to
promptly or fully pay or perform any of its obligations herein or should the Pledgee
require the assistance of counsel in enforcing its rights hereunder, the Pledgee shall
be entitled to recover from the Pledgor, as and for attorney's fees and liquidated
damages a sum equivalent to ____% of the total amount of the obligations then due
and outstanding (whether by acceleration or at their stated maturity) even without
any legal action taken, said sum in no case be less than P______,000.00.

Section 11. No Implied Waivers. - The exercise of the rights, privileges and
remedies provided in this Pledge, the Loan Agreement and in any Note, shall be at the
absolute discretion and option of the Pledgee. No failure, omission or delay on the
part of the Pledgee in the exercise of any of said rights, privileges or remedies shall
operate as a waiver thereof, nor shall any single or partial exercise of any right,
privilege or remedy preclude any other or further exercise thereof or the exercise of
any other right, privilege or remedy under the same. No modification or waiver of any
provision of this Pledge, the Loan Agreement and any Note, and no consent to any
departure by the Pledgor from the same shall in any event be effective unless the
same shall be in writing, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice to or demand on
the Pledgor in any case shall entitle it to any other or further notice or demand in
similar or other circumstances.

Section 12. Binding on Successors and Assigns. - This Pledge shall be binding
upon and inure to the benefit of the Pledgor and Pledgee and their successors and
assigns, except that the Pledgor may not assign or transfer its rights hereunder
without the prior written consent of the Pledgee.

Section 13. Separability of Provisions - If any provision of this Pledge or any

instrument delivered pursuant hereto shall be held invalid, the remainder thereof
shall not be affected thereby.

Section 14. Amendment, Extension, etc. - The Pledgor shall remain liable under
this Pledge for as long as the Secured Obligations or any portion thereof remain
unpaid and notwithstanding modification, amendment or novation of the Loan
Agreement or any Note and/or notwithstanding any renewal, roll- over, extension or
grace period, the right to any notice to or consent of the Pledgor of which are hereby
waived.

Section 15. Effectivity and Termination. - This Pledge shall continue to be valid,
binding and be in full force and effect until all the Secured Obligations are fully paid
and performed. Upon the full payment and performance of all the Secured
Obligations, this Pledge shall, without need for any act or deed, cease to have any
further force and effect.

In witness whereof, the parties have hereunto signed this Pledge on [Date] in Place],
Philippines.

For the PLEDGOR: For the PLEDGEE:

[Signature] [Signature]
[Name] [Name]
[Position/Department] [Position/Department]
[Date] [Date]

Witnesses:
 __________________ __________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES}

____________________________} S.S.

SUBSCRIBED AND SWORN TO before me, a notary public for and in the City of
__________, Philippines, this [Date] by the above parties, who personally appeared
before me and whose identity I have confirmed through their respective Government-
issued IDs listed below, bearing their photograph and signature.

Name ID Type/Number Place and Date of Issue

known to me and to me known to be the same persons who executed the foregoing
[Pledge Agreement] consisting of _____ (__) pages including this page, and they
acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and in the place first above written.

NOTARY PUBLIC

Doc. No. ___;

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