For use with loans to
                               AKT & AKTA "EIP Participants"


                       PROMISSORY NOTE

                                   [__________________]
                                         date signed

                                                            

          FOR VALUE RECEIVED, the undersigned, _____________
("Borrower"), promises to pay to the order of _____________
("Lender"), the principal sum of _____________ (________),
with interest on the principal from the date of disbursement
hereof at the rate of _______________________ (___%) percent
per year. 

          This Note shall be repaid as follows:  
1) commencing on January 31, 199__, and on each January 31
thereafter, all accrued and unpaid interest on the unpaid
principal under this Note shall be due and payable and 2) on
January 31, 2004, the entire unpaid balance of principal and
interest hereunder shall be due and payable.  Any interest
not paid when due shall continue to be due and shall bear
interest until paid at the interest rate set forth in the
first paragraph.  All payments hereunder shall be in lawful
money of ______ and shall be applied first to outstanding
interest obligations and then to principal.

          Borrower shall not have the right to, and shall
not, prepay all or any part of the unpaid principal balance
of this Note prior to the effective date of an initial
public offering of the Common Stock of Applied Komatsu
Technology, Inc., a Japanese corporation ("AKT"), on any
stock exchange or stock quotation system (a "Company IPO"),
except as may be permitted by the next sentence or as may be
consented to in writing by Lender.  On each date an interest
payment is due under this Note, the Borrower may make a
partial principal prepayment on this Note in an amount not
to exceed the outstanding principal balance of this Note as
of that date, divided by the number which is equal to ___
(___) minus the number of installment payments of interest
previously due as provided above.  Borrower also may prepay
this Note, in whole or part, without penalty or limitation
at any time on or after the effective date of a Company IPO.

          If Borrower resigns or is removed, or is
terminated voluntarily or involuntarily, as an officer,
employee or advisor of AKT and its subsidiaries or dies
prior to January 31, 2004, then the entire outstanding
principal balance of this Note, together with all accrued
unpaid interest thereon, shall become immediately due and
payable at the option of Lender, upon written notice to
Borrower.   This Note, however, is not an employment
agreement, and neither this Note nor any failure to give
such notice shall give Borrower the right to be employed or
retained by AKT and its subsidiaries in any capacity or for
any length of time.

          If default shall be made in the payment of
principal and/or interest when due, then the entire
outstanding principal balance of this Note, together with
all accrued unpaid interest thereon, shall become
immediately due and payable at the option of Lender, upon
written notice to Borrower.  The Lender will not accelerate
payment of the Note prior to maturity for nonpayment of
interest.  If this Note remains unpaid ten (10) days after
written demand for payment in full and if action thereafter
is instituted to collect on this Note, then Borrower agrees
to pay Lender reasonable attorneys' fees and costs of suit,
as fixed by Japanese law.

          This Note is a full-recourse note secured by
shares of nonvoting preferred stock of AKT pursuant to the
terms of a Loan and Security Agreement by and between
Borrower and Lender that create a security interest in the
shares ("Joto-Tampo"), the terms of which are incorporated
herein by reference.  In accordance with the Joto-Tampo,
Lender shall receive any dividends paid on the shares on
Borrower's behalf and apply the same to the payment of
interest hereunder as it comes due.  Prior to the due date
of each interest installment under this Note, Lender shall
notify Borrower of the net amount of interest (including any
late interest) due on the next scheduled payment date, after
application of any dividends paid on the shares against
accrued interest hereunder.  Said preferred shares are
convertible into AKT's common stock in accordance with AKT's
Articles of Incorporation and the terms of the Joto-Tampo.

          This Note shall be governed by and construed in
accordance with the laws of Japan; provided, however, the
English language version of this Note will prevail and
control.  Borrower hereby irrevocably submits to the
jurisdiction of the Tokyo District Court in connection with
enforcement of this Agreement and/or any disputes hereunder.

          IN WITNESS WHEREOF,  Borrower has executed this
Note as of the date and year first above written.



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