FOR VALUE RECEIVED, the undersigned promises to pay to DIEGO FINANCING CO. ("Holder"), or order, at such address as the holder hereof may specify, the principal of TWELVE MILLION AND 00/100 PESOS (PHP12,000,000.00), Philippine Currency, plus interest of TWELVE PERCENT (12%) PER ANNUM on the principal, at an installment of ONE MILLION PESOS per month. Payments of the interest of the installment of ONE MILLION per month shall commence on 1 October 1999 and continue through 1 September 2000. The Borrower shall have the right at any time or from time to time to pay all or a portion of the principal without premium or penalty. Prepayments may not be reborrowed.

Any default or delay in the payment of any installment shall bear a penalty of THREE (3%) PERCENT per month by way of liquidated damages.

Should suit be brought to recover on this note, or should the same be placed in' hands of an attorney for collection, Maker promises to attorney fees equal to FIFTEEN (15%) PERCENT of the principal and costs incurred in connection therewith. This note shall be governed and construed accordance with the laws of the Philippines, and suit hereon may be brought in the Regional Trial Court of Makati City, Metro Manila, and for this purpose Maker hereby expressly consents to the venue and jurisdiction of said court.

Failure of Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent default or in the event of the continuance of any existing default after demand for strict performance hereof.

Maker hereby waives demand, diligence, presentment for payment, protest or notice of demand and exercise of any option hereunder. Maker or each individual and entity signing this note, whether or not as a Maker, further agrees that the granting of any extension or extensions of time for payment of any sum or sums due hereunder, or under any other instrument securing this note, or for the performance of any covenant, condition or agreement hereof or thereof or the taking release of other or additional security shall in no way release or discharge the liability the Maker or any signor or any guarantor hereof.

Time is of the essence of this note and each and every term and provision herein is intended to insure the prompt payment of the obligation.
IN WITNESS WHEREOF, the parties hereto have executed this Note this day of October, 1999.




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