LOAN AGREEMENT

This Loan Agreement duly executed in the City of Manila this 6

th
day of January,
2006 by and between:

Mr. Marvin Manicap, Filipino, of legal age, with address at # 140 Chi
Building, The Redwoods, Fairview, Quezon City (hereinafter referred to as
the Lender)

- and -

Mr. David Azurin,Filipino, of legal age with address at # 143 Chi Building, The
Redwoods, Fairview, Quezon City (hereinafter referred to as the Borrower).


WITNESSETH, That -

WHEREAS, at the request of the Borrower, the Lender have agreed to extend a
loan under the terms and conditions set forth below;

NOW THEREFORE, subject to such premise and the mutual covenants
contained herein, the parties hereto agree as follows:


1. Principal.
The Lender shall extend to the Borrower, by way of a loan, the aggregate
principal amount of FIVE MILLION PESOS (PhP5, 000,000.00) (the Loan).


2. Use of Proceeds.
Unless otherwise permitted by the Lender, the Borrower shall use the
proceeds of the Loan solely for the following purpose/s: as a capital for the
planned trucking business.


3. Notes.
The release of the Loan or any portion thereof shall be evidenced by
promissory notes (Notes) prescribed by the Lender, duly executed by the
Borrower.


4. Payment of Loan.
The principal amount of the Loan together with accrued interest shall be
payable within five (5) years commencing from the date of the release of the
Loan.

The Borrower shall pay the Lender the amount of Two Hundred Sixty
Seven Thousand Five Hundred Pesos (Php 267, 500.00), inclusive of the seven
percent (7%) per annum interest, as quarterly installment for a period of five
years due on December 31, 2012, at which time, the remaining unpaid principal
and interest shall be due in full.

It is hereby agreed that any amount due under the Loan is based on the
value of the peso at the time of the execution of the Note corresponding thereto,
and should there be any sudden decrease in the value thereof due to
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extraordinary inflation or deflation or any other cause, the value of the peso at the
time of the execution of the Note shall be the basis of payment. For this purpose,
extraordinary inflation or deflation takes place when so declared by the Bangko
Sentral ng Pilipinas (BSP) or in the event of an increase or decrease in any
given year of 50% in the prices of prime commodities based on the consumer
price market index for Metro Manila as announced by the BSP.


5. Interest.
The Loan shall bear interest at the rate of seven percent (7%), and shall
be payable yearly from the date the Loan was released unless otherwise the
Lender permitted other periods of payment.


6. Belated Charge.
The Borrower promises to pay a late charge of Thirteen Thousand Three
Hundred Seventy Five Pesos (Php 13, 375.00) representing the five percent
(5%) interest of the amount of a quarter installment, applicable for each
installment that remains unpaid more than three (3) days at the end of the
quarter. This charge serves as a penalty for the delay.payment of such charge
shall, under no circumstances, be construed to cure any default arising from or
relating to such late payment.


7. Prepayment
The Borrower reserves the right to prepay this Note (in whole or in part)
prior to the Due Date with no prepayment penalty.


8. Repayments
Without any obligation upon the Lender to do so, the Lender shall be
entitled to allow the Borrower extebded time to pay or grant any other indulgence
to the Borrower without affecting any of the rights of the Lender in whole or in
part.


8. Default.
If for any reason the Borrower not succeeds to make any payment on
time, Borrower shall be in default.

The following are considered as events of default:

a. The failure of the Borrower to pay the principal and any accrued interest
when due;
b. The death of the Borrower or Lender;
c. The filing of bankruptcy proceedings involving the Borrower as a debtor;
d. The application for the appointment of a receiver for the Borrower;
e. The making of the general assignment for the benefit of the Borrowers
creditors;
f. The insolvency of the Borrower;
g. A misrepresentation by the Borrower to the Lender for the purpose of
obtaining or extending credit.

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If the Borrower has not paid the full amount of the loan when the final
payment is due, the Lender will charge Borrower the rate of legal interest at 6%
per year of default.


9. Security.
The Client agrees to provide the following security for the payment of its
obligations under this Agreement and other instruments or agreements required
hereunder, as well as for the prompt observance and performance of the terms
and conditions contained herein and in such other instruments or agreements
required hereunder: chattel mortgage over the TRUCKS of the trucking
business.

The foregoing security shall be evidenced by agreements and documents
to be executed and delivered by the relevant parties (the Security Documents).


10. Modes of Payment.
There shall be no other modes of payment except through bank deposit
in Lenders BPI Account Number 3214-8879-10. The latter shall be timely notified
of every deposit made.


11. Warranties and Representation.
The Borrower hereby represents and warrants the Lender that the loan will
be exclusively used on the agreed purpose. Their friendship compels lender to
grant the request.


12. Waiver, Cumulative Rights.
No failure or delay on the part of the Lender in exercising their right, power
or remedy under this Agreement shall impair any such right, power or remedy,
nor shall a waiver of any single breach or default be deemed a waiver of any
other breach or default thereafter occurring, nor shall any single or partial
exercise of any such right or power preclude any other or further exercise thereof
or the exercise of any other right or power hereunder. All remedies, either under
this Agreement or by law or otherwise afforded the Lender shall be cumulative
and not alternative. No notice to or demand on the Borrower in any case shall
entitle them any other or further notice or demand in similar or other
circumstances.


13. Taxes, Duties, Fees and Charges.
All payments due to the Lender hereunder or under any instrument or
agreement required hereunder shall be made without set-off or counterclaim, and
free and clear and without any deduction or withholding on account of any taxes,
levies, imposts, duties or other fees or charges, all of which shall be for the
account of the Borrower.


14. Costs of Collection.
If the Lender shall require the services of counsel to enforce any of its
rights and remedies under this Agreement and related documents, the Lender
shall be entitled to recover from the Borrower as and for attorneys fees, a sum
equal to fifteen percent (15%) of the sum sought to be recovered, which in no
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case shall be less than One Hundred Thousand Pesos (P100,000.00), in addition
to costs of suit and all other fees and expenses incurred by and reimbursable to
the Lender by the Borrower.


15. Waiver in Case of Judicial Execution.
In case of judicial execution of this obligation or any part of it, the
Borrowers hereby waive all their rights under the provisions of Rule 39, Section
13 of the Rules of Court.


16. Conflict.
If any provision of this Agreement is in conflict or inconsistent with any
provision in any Note, this Agreement shall prevail notwithstanding that the Note
is executed on a later date.


17. Assignment.
The Borrower may not transfer their rights or obligations hereunder
without the prior written consent of the Lender.


18. Severability of Provisions.
If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions shall
remain fully operative.


19. Governing Law.
This Note shall be construed in accordance with the laws of the Republic
of the Philippines.


20. Venue for Suit.
The Borrower irrevocably agrees that any legal action, suit, or proceeding
arising out of or relating to this Agreement may be instituted, at the option of the
Lender, in any competent court in the Metro Manila, Philippines, and by
execution and delivery of this Agreement, the Borrower submit to and accept with
regard to any such action or proceeding for themselves and in respect of their
properties or assets, generally and unconditionally, the jurisdiction of any such
court. The foregoing, however, shall not limit or be construed to limit the rights of
the Lender to commence proceedings or to obtain execution of judgment against
the Borrower in any venue or jurisdiction where assets of the Borrower may be
found.


21. Notices.
All notices, requests, demands, or other communications provided for
herein may be oral or in writing and shall be deemed to have been given when
sent forth above, or to such other address as either party shall designate to the
other from time to time in writing forwarded in like manner.


22. Benefit of Agreement.
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This Agreement shall be binding upon and inure to the benefit of the
Borrower and the Lender and their successors and assigns, and all subsequent
holders of the Note.


23. Execution in Counterparts.
This Agreement may be executed in counterparts, all of which taken
together shall be deemed one original.


IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first written above.


Lender Borrower

MR. MARVIN MANICAP MR. DAVID AZURIN



SIGNED IN THE PRESENCE OF


____________________ ____________________


ACKNOWLEDGEMENT


REPUBLIC OF THE PHILIPPINES )
CITY OF MAKATI ) S.S.


BEFORE ME, a Notary Public for and in the City of Makati, personally
appeared:

Date/Place
Name ID No. of Issue



known to me and by me known to be the same persons who executed the
foregoing Loan Agreement and who further acknowledged to me that the
same is their free and voluntary act and deed and that of the corporations
they represent, and that they are duly authorized to sign the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal in the City of Makati this ____ day of __________, 1999.



Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 2000.