AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed by and between:

( Name of Student Driver ), Filipino, of legal age,

and with residential address at __________________________________
and ( Name of Student Driver ), Filipino, of legal age,
and with residential address at
__________________________________, hereinafter referred to as
"STUDENT DRIVERS";

- and -

TOYOTA TSUSHO CORPORATION, a corporation duly

established and existing under the laws of Japan and duly
licensed to do business in the Philippines, with principal office at
8th Floor, Kings Court Building, 2129 Pasong Tamo Extension,
Makati City, hereinafter referred to as "COMPANY".

WITNESSETH: that

WHEREAS, the STUDENT DRIVERS wishes to learn how to drive a

motor vehicle;

WHEREAS, the STUDENT DRIVERS, who are employee of the

COMPANY, requested and the COMPANY has agreed to lend one of its
motor vehicles (hereinafter referred to as the MOTOR VEHICLES) to the
STUDENT DRIVERS.

WHEREAS, the STUDENT DRIVERS have requested and the

COMPANY has agreed to lend one of its Company Drivers to teach the
STUDENT DRIVERS how to drive a motor vehicle;

WHEREAS, the COMPANY has requested one of its company drivers

herein referred to as the Instructor-Driver to teach the STUDENT DRIVERS
how to drive a MOTOR VEHICLE during non-business hours;

WHEREAS, the INSTRUCTOR-DRIVER has agreed to teach the

STUDENT DRIVERS during non-business hours.

NOW THEREFORE, in consideration of the premises and the mutual

covenants and promises contained herein, the parties agree as follows:

1. Subject to the terms set forth in this Agreement, the COMPANY

will lend to the STUDENT DRIVERS one of its MOTOR VEHICLE and
particularly described herein as follows:

Registered Owner: Toyota Tsusho Corporation

Model : 1990
Make : Toyota Tamaraw FX
Type of Body : Wagon GL Gas

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 Color : Gray
Plate No. : UMR 287
Serial Chassis No.: KF 52-002520
Motor No. : 7K-0064115
The STUDENT DRIVERS and COMPANY hereby agree that the
MOTOR VEHICLE has a current fair market value of _________________
(P________);

2. The MOTOR VEHICLE to be lent by the COMPANY will

exclusively be used by the STUDENT DRIVERS and the INSTRUCTOR-
DRIVER for the driving lessons to be conducted by the INSTRUCTOR-
DRIVER in favor of the STUDENT DRIVERS;

3. The COMPANY hereby agrees with the consent of the

INSTRUCTOR-DRIVER, to also lend the latter to the STUDENT DRIVERS
for the purpose of teaching them how to drive the MOTOR VEHICLE during
non-business hours of the COMPANY. In this regard, it is hereby expressly
stipulated by the parties that the driving lessons to be conducted by the
INSTRUCTOR-DRIVER is a personal service by the latter in favor of the
STUDENT DRIVERS and is not within the scope of the INSTRUCTOR-
DRIVER's assigned tasks, duties, or responsibilities within the COMPANY.
Accordingly, the STUDENT DRIVERS hereby agree to compensate the
INSTRUCTOR-DRIVER for his services in an amount to be fixed by them
later.

4. The driving lessons shall be conducted in accordance with the

following schedule:

Start Time End Time Dates of the Driving Lessons

The MOTOR VEHICLE shall be delivered to the STUDENT DRIVERS

and INSTRUCTOR-DRIVER at (location) on or before the start time
of dates when the driving lessons shall be conducted as specified in the
above schedule. Acceptance, retention, or use by the STUDENT DRIVERS
of the MOTOR VEHICLE shall constitute acknowledgment by the STUDENT
DRIVERS that the MOTOR VEHICLE was received in good and perfect
conditions. Within thirty (30) minutes after every end time stated in the
above schedule, the STUDENT DRIVER and INSTRUCTOR-DRIVER shall
redeliver the property to the COMPANY or its authorized agents at the
same location mentioned above. The above schedule can be modified by
either party at least twenty four (24) hours before the scheduled start of the
particular driving lesson, provided the same is mutually agreed upon in
writing by both parties.

5. The term of this Agreement shall commence on (date of 1st

lesson) and shall terminate on (date of last lesson) . The
COMPANY cannot demand the return of the MOTOR VEHICLE until after
the expiration of each period stipulated in the schedule in paragraph 4

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above, OR after the INSTRUCTOR-DRIVER has certified to the COMPANY
that the STUDENT DRIVERS are licensed and competent to drive the motor
vehicles, whichever is earlier. However, if in the meantime, the COMPANY
should have urgent need of the MOTOR VEHICLE, he may demand its
return or use.

6. The COMPANY may demand the immediate return of the

MOTOR VEHICLE and the rescission of this Agreement if the STUDENT
DRIVERS commits any acts of ingratitude specified in Article 765 of the New
Civil Code or violates any term or condition of this Agreement, without
prejudice to the filing of the appropriate legal action.

7. The STUDENT DRIVERS and INSTRUCTOR-DRIVER shall keep

and maintain the MOTOR VEHICLE with proper care. However, subject to
the limit of the fair market value established in paragraph 1 herein, the
STUDENT DRIVER shall be solidarily liable for any accident, loss, damage,
or liability from all causes sustained by the MOTOR VEHICLE and/or third
persons and/or their property during the period when the MOTOR VEHICLE
is in the possession of the STUDENT DRIVERS pursuant to this Agreement.
For purposes of this paragraph, third persons shall have the same meaning
as Third Party defined under Section 373 of the Insurance Code and shall
include within its scope the INSTRUCTOR-DRIVER.

8. Should there be any defect or flaw in the MOTOR VEHICLE to

the COMPANY prior to its delivery to the STUDENT DRIVERS at any one
time, the COMPANY shall advise the STUDENT DRIVERS of the same and
shall refrain from lending the MOTOR VEHICLE until the defect or flaw is
repaired by the COMPANY. Any damages which the STUDENT DRIVERS
may suffer by reason thereof shall be borne by the COMPANY. However, if
there should be any hidden defect on the MOTOR VEHICLE and the
STUDENT DRIVERS accepts or retains possession thereof, the STUDENT
DRIVERS shall be solidarily liable for any accident, loss damage, or liability
arising therefrom sustained by the MOTOR VEHICLE itself and/or third
persons and/or their property.

9. The STUDENT DRIVERS shall be responsible for the ordinary

expenses for the use and preservation of the MOTOR VEHICLE during the
period of possession by the STUDENT DRIVERS. The STUDENT DRIVERS
shall likewise be responsible for the extraordinary expenses arising on the
occasion of the actual use of the MOTOR VEHICLE under this Agreement.
However, the COMPANY shall be liable for the extraordinary expenses for
the preservation of the MOTOR VEHICLE during the period of its possession
by the STUDENT DRIVERS.

10. The COMPANY is the sole and exclusive owner of the MOTOR
VEHICLE and the STUDENT DRIVERS have no right of title therein. The
same shall not be transferred or delivered to any other person or
corporation without prior written consent or instruction of the COMPANY
and neither this Agreement nor the bailment of the MOTOR VEHICLE be
assigned by the STUDENT DRIVERS.

11. No failure or delay on the part of the COMPANY to exercise any

right, power, or privilege herein shall operate as a waiver thereof, nor any
single or partial exercise of any right, power, privilege herein precluded any
other or further exercise thereof or the exercise of any other right, power, or

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privilege.

12. Non-compliance by either party with the terms and conditions of

this Agreement, will be a cause for the termination of this Agreement,
without prejudice to the right of the aggrieved party to collect damages,
attorney's fees, and cost of suit from the other party for the breach of
contract.

IN WITNESS WHEREOF, the parties hereto have executed and signed

this Agreement on this _____ day of ___________, 1998 in _______________,
Philippines.

TOYOTA TSUSHO CORPORATION __________________________

(Printed Name of Student
Driver)
By:

_____________________________________ _____________________________
(Printed Name and Position of the Signatory) (Printed Name of
Student Driver)

Conforme: ____________________________
(Printed Name of Instructor-Driver)

SIGNED IN THE PRESENCE OF:

_________________________ _______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) SS.

Before me, a Notary Public, for and in the above jurisdiction,

personally appeared, the following persons, to wit:

Name Comm. Tax Cert. No. Date/Place Issued

Toyota Tsusho Corporation 481986 1/17/96/Makati

City
(Name of Authorized
Representative of Toyota Tsusho Corp.)
(Name of the Student Driver)
(Name of the Student Driver)
(Name of the Instructor Driver)

all known to me and to me known to be the same persons who executed the
foregoing instrument and they acknowledged to me that the same is their
free and voluntary act and deed

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 This instrument refers to Agreement consisting of four (4) pages
including this page on which this acknowledgment appears signed by the
parties and their respective witnesses on all pages thereof.

Notary Public

Doc. No. ;
Page No. ;
Book No. ;
Series of 1998

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