ARTICLES OF INCORPORATION

OF
FIRST PHILIPPINES LEGACY, INC.

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

Article I: The name of this corporation shall be:

FIRST PHILIPPINES LEGACY, INC.

Article II: A. The primary purpose of this Corporation is:

PRIMARY PURPOSE

To acquire by purchase, exchange, assignment, gift or otherwise, and to manage

and hold, sell, assign, transfer, exchange, lease, let, develop, mortgage, pledge, traffic,
deal in and with and otherwise operate, enjoy and dispose of, all properties of every kind
and description and wherever situated, and to the extent permitted by law, real estate,
whether improved or unimproved and any interest or rights therein, as well as buildings,
tenements, warehouses, factories, edifices and structures, and other improvements.

B. That the Corporation shall have all the express powers of a corporation as
provided for under Section 36 of the Corporation Code of the Philippines.

SECONDARY PURPOSES

1. To purchase, acquire, own, lease sell and convey to the extent allowed by law,
property of every kind and description as may be necessary or incidental to the
conduct of its corporate business.
2. To invest in other companies and enter into joint venture agreements with any
company, partnership, persons or government entities, domestic or foreign, for the
advancement of its interest and in carrying out its primary purpose;
3. To establish and operate branch offices or agencies to carry out any or all of its
operation and business without any restriction as to place or amount;
4. To do and perform all acts and things necessary or incidental to the
accomplishment of the foregoing purposes or the exercise of any or all the powers of
a corporation for the benefit of this corporation and its stockholders.

Article III That the place where the corporation shall have its principal
office is at:

No. / Street: 1581 Yuseco Street. Corner Rizal Avenue

City / Town: Sta. Cruz
Province: Manila
 Article IV That the term for which said corporation is to exist is FIFTY (50)
years from and after the date of issuance of the certificate of incorporation.

Article V That the names, nationalities, and residences of the incorporators

majority of whom are residents of the Philippines, are as follows:

Name Nationality Residence

Warren R. Encarnacion Filipino 1581 Yuseco Street Corner Rizal Avenue,

Sta. Cruz, Manila
Rommel Martin Tan Filipino 14 Macopa Street Pamplona, Las Pinas
Jefferson Libarios Filipino 3314 Sawata Street Brgy. 35, Caloocan
City
Ayson Ng Filipino Phase 5 Block 16 Lot 18 Bagong Silang,
Caloocan City
Romar A. Gangcuangco Filipino 2416 Malaya Street Balut, Tondo, Manila

Article VI: That the number of directors of said corporation shall be five (5)
and that the names, nationalities, and residences of the first directors of the corporation,
majority of whom are residents of the Philippines, who are to serve until their successors
are elected and qualified as provided by the bylaws are as follows:

Name Nationality Residence

Warren R. Encarnacion Filipino 1581 Yuseco Street Corner

Rizal Avenue, Sta. Cruz,
Manila
Rommel Martin Tan Filipino 14 Macopa Street Pamplona,
Las Pinas
Jefferson Libarios Filipino 3314 Sawata Street Brgy. 35,
Caloocan City
Ayson Ng Filipino Phase 5 Block 16 Lot 18
Bagong Silang, Caloocan
City
Romar A. Gangcuangco Filipino 2416 Malaya Street Balut,
Tondo, Manila

Article VII: That the authorized capital stock of said corporation is EIGHT
MILLION PESOS (PHP 8,000,000.00), in lawful money of the Philippines, divided into
FIVE THOUSAND (5,000) common shares worth FIVE HUNDRED THOUSAND
(500,000.00) and SEVENTY FIVE THOUSAND (75,000) preferred shares worth
SEVEN MILLION FIVE HUNDRED THOSUAND PESOS (Php 7,500,000.00) both
with the par value of ONE HUNDRED PESOS (PHP100.00) per share.

A. PREFERRED STOCK

(1) Designation

The preferred shares will have a par value of One Hundred Pesos
(100.00) per share (the “Preferred Stock”).
 The Preferred Stock will rank, with respect to dividend rights and with
respect to rights in liquidation, distribution of assets upon winding up and
dissolution on the Corporation, as applicable, senior to the common stock of
the Corporation (the “Common Stock”), as provided herein.

(2) Authorized Number

The authorized number of shares constituting the Preferred Stock will

be Seventy Five thousand (75,000) shares.

(3) Dividends

(a) Whenever dividends are declared by the Board of Directors out

of funds of the Corporation legally available thereof, the holders of Preferred
Stock will be entitled to receive non-cumulative dividends equal to ten percent
(10%) based on the par value of One Hundred Pesos (P100.00) per share (the
“Preferred Dividends”) and always in priority against the holders of Common
Stock and against holders of any other preferred stock issued subsequent to the
Preferred Stock.

(b) In case the Corporation shall declare dividends over and above
the amount required to pay Preferred Dividends, the Preferred Stock is hereby
declared to be “participating”, such that holders of Preferred Stock shall share
in the distribution of the amounts in excess (i.e., amounts that remain after
payment of the Preferred Dividends), pro rata, together with the holders of
Common Stock and any other preferred shares issued subsequent to the
Preferred Stock (the “Participating Dividends”). The base for determining the
pro rate share shall be the par value of the different classes or series of stock.
Provided, however that in cases of redemption under subsection 9 of Article
VII (A), the Preferred Stock subject of redemption shall be “non-participating”
and shall no longer be entitled to participating Dividends still to be declared or
those already declared but unpaid at the time of redemption.

(c) All sums payable by the Corporation in respect of the Preferred

Dividends, Redemption Price (as defined below), Participating Dividends and
the Liquidation Value (as defined below) shall be paid by the holder of
Preferred Stock in full, without set-off or counterclaim for any reason
whatsoever, and shall be free and clear of and without deduction for any
present or future taxes, levies, imposts, deductions, charges or withholdings
imposed by the Philippines or any political subdivision or taxing authority
thereof or therein. If the Corporation is prohibited by laws from making any
such additional amount to the holder of Preferred Stock as may be necessary
so that after making all required deductions (including deductions applicable
to additional sums payable under this Paragraph 3(b)), each holder of
Preferred Stock receives an amount equal to the sum it would have received if
such deductions or withholding were not required.

(d) In the absence of any legal restriction on the capacity of the

Corporation to declare dividends, the Corporation shall declare and pay
Preferred Dividends and Participating Dividends on the Preferred Stock to the
full extent legally possible, in accordance with these terms and conditions, out
of any monies or funds legally available to the Corporation.

(e) All Preferred Dividends and participating Dividends which

become due and payable will be paid in cash.

(4) Liquidation

(a) The liquidation value (the “Liquidation Value”) of each share

of Preferred Stock is equal to the book value at the time of liquidation or the
par value, whichever is higher, plus any accrued and unpaid Preferred
Dividends and Participating Dividends in respect to such share, The payment
of the Liquidation Value of the Preferred Stock shall be subject to the above
provision of subsection 3 (b) of Article VII (A).

(b) In the event of any voluntary or involuntary liquidation,

dissolution or winding-up of the Corporation, after satisfaction of the claims of
creditors and before the payment or distribution of assets is made in any
Common Stock or on any other preferred shares issued subsequent to the
Preferred Stock, the holders of shares of Preferred Stock will be entitled to
receives a liquidation preference equal to the Liquidation Value of their shares.
If the assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the holders of outstanding shares of the Preferred Stock,
then the holders of the Preferred Stock shall share ratably in such distribution
of assets in accordance with the amount which would payable on such
distribution if the amounts to which the holders of outstanding shares of
Preferred Stock and other stock of equal rank (if any) are entitle were paid in
full. The consolidation or merger of the Corporation with another entity duly
approved by at least a majority of the members of the Board of Directors and
the stockholders of the Corporation representing at least two-thirds(2/3) of the
outstanding capital stock, inclusive of the Preferred Stock, of the Corporation,
shall not be deemed a voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, and shall not give rise to any
rights provided in this Paragraph. The Preferred Stock shall be deemed to be
participation stock with respect to liquidation and dividends (except as
provided for in subsection 3(b) of Article VII (A), such that after payment of
any liquidation preferences, including any accrued and unpaid Preferred
Dividends and Participating Dividends to which the Preferred Stock are
entitled, the entire remaining assets and funds of the Corporation legally
available for distribution, if any, will be distributed pro rata among the holders
of Preferred stock, Common Stock, and each other class common or preferred
stock of the Corporation entitled to share therein. The base for determining the
pro rata sharing shall be par value of the different classes or series of stock.

(5) Voting

Holders of shares of the Preferred Stock shall not be entitled to vote on

any matter on which the holders of Common Stock of the Corporation are
entitled to vote, and each such holder shall be entitled to attend any such
shareholders’ meeting, and to receive notices of all such meetings, on
substantially the same basis as the holders of Common Stock.
(6) Preemptive Rights

Holders of Preferred Stock of the Corporation shall have pari passu

preemptive rights with holders of Common Stock to subscribe to any or all
issues by the Corporation of securities of whatever class or series to the full
extent permitted by law and any applicable nationality requirements. Where,
for any reason, a holder of Preferred Stock may freely assign such right to a
qualified person or entity without being subject to any right of first refusal or
pre-emptive right by holders of the Common Stock.

(7) Convertibility

(a) The Preferred Stock shall, at the option of the holder thereof, be
convertible into Common Stock, Such conversion shall not be subject to any
pre-emptive right or right of first refusal of the holders of the Common Stock.

(b) Conversion of the Preferred Stock may be effected by

surrendering the certificates representing such shares to be converted to the
Corporation at the Corporation’s principal office and submitting a duly signed
and completed notice of conversion (a “Conversion Notice”), together with
such other evidence (if any) as the Corporation may reasonably require to
prove the title of the person exercising such right and payment of all taxes and
stamp, issue and registration duties or fees (if any( arising on conversion, other
than any capital or stamp duties or transfer taxes payable in the Philippines in
respect of the issue of shares of Common Stock which shall be borne by the
Corporation. The Conversion Notice shall specify the number of shares to be
converted, which may be all or portion of the shares of Preferred Stock owned
by the holder, and state the names, with address, of the persons or entities to
whom the certificates for Common Stock will be issued.

(c) If there be any nationality or other restrictions prohibiting the

desired conversion of the Preferred Stock subject of the Conversion Notice
into Common Stock, the holder thereof may freely without respecting any
rights of first refusal, assign his right of conversion as well as the Preferred
Stock, to a qualified buyer or transferee, for purposes of implementing and
effectuating the exercise of the right to convert.

(d) Such assignment of the Preferred Stock or the issuance of the

Common Stock pursuant to an exercise of the right of conversion shall not be
subject to any right of first refusal or pre-emptive right by holders of the
Common Stock.

(e) The conversion shall be on a one on one (1:1) ratio, with one
share of Common Stock equivalent to a share of Preferred Stock.

(f) Throughout the period during which the Preferred Stock are
outstanding and eligible for conversion, the Corporation shall reserve and
continue to reserve out of the authorized but unissued Common Stock, or any
Common Stock held in treasury, sufficient shares of Common Stock to permit
the conversion at any time of the outstanding Preferred stock. Where upon
receipt of a Notice of Conversion there is no sufficient unissued or treasury
Common Stock necessary to honor the right of conversion, the Corporation
shall thereupon, but in no case longer than three (3) months after receipt of the
Conversion Notice, amend its Article of Incorporation and increase its capital
stock in order to honor the Conversion Notice, and thereby convert the number
of

Preferred stock desired to be converted, All expenses necessary to

effectuate the foregoing shall be for the account of the Corporation.

(8) Rights vis-avis Common Stock

The Common Stock shall not enjoy tag-along rights or first refusal
rights with respect to any disposition, sale or transfer of the Preferred Stock.

(9) Redemption of Preferred Stock

(a) The Preferred Stock shall be deemed “redeemable” shares. At

the choice of either (i) the Corporation through a majority vote of its
stockholders or (ii) the holders of the Preferred Stock and in such number of
shares specified by the latter, the Corporation shall redeem or repurchase the
Preferred Stock by paying to the holders thereof, the Redemption Price (as
defined below) plus any accrued and unpaid Preferred Dividends.

(b) The redemption shall be effected by the Corporation within a

period of not more than one week from the stockholders’ resolution or its
receipt of a written request by the holder of the Preferred Stock, as may be
applicable.

(c) The redemption of the Preferred Stock shall be made by the

Corporation regardless of the existence of unrestricted retained earnings in the
book if the Corporation and subject only to limitations imposed by laws and
pertinent regulations.

(d) The redemption price (Redemption Price”) of each share of the

Preferred Stock shall be equivalent to its par value or acquisition cost,
whichever is higher, in respect to such share. The payment of the Redemption
Price of the Preferred Stock shall be subject to the above provisions of
subsection 3 (b) of Article Vii (A0.

(e) Shares of the Preferred Stock redeemed on accordance with the

provision of the preceding paragraphs shall form part of the treasury shares of
the Corporation and may be re-issued by the Corporation at a price determines
by the Corporation’s Board of Directors.

(10) Special Vote Requirement

No amendment and/or modification of any or all the features of the

Preferred Stock or the rights, privileges or preferences given to the Holders of
Preferred stock in this Articles of Incorporation unless the same is approved by
the stockholders of the Corporation holding at least two-thirds (2/3) of the
outstanding Preferred Stock.
B. RESTRICTIONS

Shares of stock of the Corporation, whether common or preferred, shall

be subscribed, issued and transferred, and the rights in respect thereof shall be
exercised in accordance with the following provisions, but subject to the
following conditions and restrictions:

(1) Dividends shall be payable on the basis of, and in proportion to, capital
stock subscription. No stock certificate may be issued in respect of any
subscription until the full amount of stock subscription has been fully paid. In
no case shall dividends be declared that will impair the capitalization of the
Corporation.

(2) Except as otherwise provided elsewhere in this Articles of

Incorporation, each holder of stock, whether common or preferred, shall be
entitled to preemptive right as to all issues, whether such issues are to be made
out of present authorized capital stock or from treasury.

(3) In the event any stockholder (hereinafter referred to as the “Offeror”)

desires to sell or transfer or is otherwise required by law to disinvest, any
share of stock of the Corporation (herein referred to as the “Offered Stock”),
other than to the Corporation, or to an affiliate (as hereinafter defined) of the
Offeror, the Offeror shall give a right of first refusal to all than existing
stockholders of records of the Corporation to purchase within thirty(30) days
from date of first offer of the Offered Stock “pro rata” at the price under terms
and conditions specified by the Offeror, based upon a firm offer of a bona fide
purchaser. All then existing stockholders of record o the Corporation, other
than the Offeror shall be entitled to exercise their right of first refusal with
respect to any portion or all of the Offered Stock to which they have a right of
first refusal and may in addition offer to purchase any shares thereof not
subscribed for, pursuant to rights of first refusal. Such unsubscribe share shall
be allocated among stockholders offering to purchase within thirty (30) days
from date of second offer of such shares pro-rata (i.e., in proportion to shares
owned or held by such stockholders). Each purchasing stockholder shall
transmit to the Corporation with such purchasing stockholder’s acceptance,
cash, or certified check or checks drawn on a reputable bank or banks, doing
business at a place of payment specified in the offer, in an amount sufficient to
meet the terms of the offer corresponding to such number of shares of Offered
Stock specified in his acceptance. The right of first refusal and the right to
purchase additional unsubscribe shares herein provided for shall be effective
for a period (the “Option Period”) of thirty (30) days from the date of receipt
by the Corporation, as notifying agent, of the written offer to sell from the
Offeror. The offer to sell shall be served by the Offeror on the Corporation, as
such notifying agent, by means of written notice duly transmitted by personal
delivery or registered mail. Within forty-eight (48) hours after receipt by the
Corporation of such written offer, the Secretary of the Corporation shall
transmit by personal notice and registered mail, in case of resident
stockholders or , in case of non-resident stockholders, by facsimile
transmission thereof and by registered air mail, a copy of such offer to each
stockholder or record at such stockholder’s address appearing on the books of
the Corporation and shall notify each stockholder of the expiry date of the
Option Period. Any shares of Offered Stock not purchased during the Option
Period may be sold by the Offeror to any person at not less than the price and
on the same term and condition as those contained in the original offer, If the
Offeror shall then be unable to sell such shares of Offered Stock at the price
and on the terms and conditions specified in the original offer, and if the
Offeror should desire to sell at a lower price or under substantially amended
terms and conditions, the Offeror shall re-offer such shares to the other
stockholders of the Corporation, in the manner above prescribed, at such lower
price or under such substantially amended terms and conditions.

(4) The right of preemption under subparagraph (2) and the right of first
refusal under subparagraph (3) of this Article may be assigned by a
stockholder in favor of another stockholder of the Corporation or an affiliate
(as herein defined) of such assigning stockholder. The Assignment may
embrace all or part of the shares covered by such right. Any such stockholder
shall serve on the other stockholders written notice of such assignment,
including the identity of the assignee, at least fifteen (25) days prior to the
expiration of the Option Period or the period set for the exercise of preemptive
rights as the case may be. Within fifteen (15) days after receipt of such notice
of assignment, an objecting stockholder shall notify in writing the assigning
stockholder, in which event the Option Period or other applicable period shall,
as to such assigning stockholders, be extended by fifteen (15) days. During
such extended period, if the assigning stockholder should make a further
assignment in favor of another third person, the assigning stockholder shall
notify the other remaining stockholder and the Offeror in the manner above
prescribed.

(5) An affiliate in relation to a stockholder of the Corporation within the

purview of the foregoing restrictions, shall mean any corporation which is a
parent or subsidiary company of such stockholder, or more than 50% of the
voting shares of which are owned either by such stockholder, or more than
50% of the voting shares of which are owned either by such stockholder or
parent company or subsidiary. “Parent Company”, as used herein in relation to
a corporate stockholder of the Corporation shall mean a corporation that owns
not less than 10% but not more than 50% of the voting shares of such
stockholder, or a corporation owned or controlled by the majority shareholder
of such corporate stockholder of the Corporation.

(6) Should a stockholder (the “Offeror) desire to mortgage, pledge, or

otherwise encumber all or portion of his shares of stock in the Corporation to
secure the payment of any bona fide indebtedness or obligation, he should first
finally offer such mortgage, pledge, or encumbrance to the Corporation in
consideration for a loan there from, in an amount corresponding to the book
value of his stocks at the time of offer, to pay or discharge such indebtedness
or obligation. Should the Corporation for one reason or another be unable t
accept such offer within a period of thirty (30) days from receipt of the
writhen offer, the Corporation shall notify in writing the other stockholders of
record by air/speed mail and facsimile transmission, of such offer, The other
stockholder shall be accorded the same period of thirty (30) days from receipt
of such notice within which to relay to the Offer their acceptance of his offer.
In such case, the other stockholders shall agree among themselves who shall
provide the load and in what particular proportion; otherwise, such loan shall
be allocated among the accepting stockholders in proportion to their respective
shareholdings. If no stockholder accepts the offer within the reglementary
period, the Offeror shall be free to encumber his shares of stock to any third
party under the same terms and conditions as contained in the offer.

(7) In the event a stockholder shall sell or transfer any of his shares in
order to comply with any applicable constitutional, statutory or regulatory
provision prescribing a nationality requirement for stock ownership, the
restrictions under subparagraph (3) hereof shall apply to such sale or transfer.
In the event a stockholder shall be prevented from exercising such
stockholder’s right of preemption pursuant to subparagraph (2) hereof by
virtue of any such constitutional, statutory or regulatory provision, such
stockholder shall be free to assign such right to a third person, qualified as to
nationality or citizenship, without need of complying with the corresponding
restrictions under subparagraph (3) hereof.

(8) All certificates o stock of the corporation shall contain an appropriate

reference to the foregoing limitations and restrictions and no stock may be
issued or transferred on the books of the Corporation except in accordance
with the terms and provision thereof.

(9) If any two or more stockholders or subscribers to stock of the

Corporation shall enter into any agreement limiting or restricting the rights of
any one or more of them to sell, assign, transfer, mortgage, pledge,
hypothecate or transfer on the book of the Corporation, any or all of the stock
of the Corporation held by then, and if a copy of said agreement shall be filed
with the Corporation, all certificates if shares of stock subject to such further
limitations or restrictions shall have a reference thereto endorsed thereon by an
officer of the Corporation and such stock shall not thereafter be transferred on
the books of the Corporation except in accordance with the terms and
provision of such agreement. Any transfer of shares made in violation of the
foegoing provisions shall be null and void and shall not be recorded in the
books of the corporation. This restriction shall be printed or indicated in the
certificate of stock to be issued by the Corporation.

(10) The restrictions on transfer of stock in subparagraph (3) above shall

not apply to a qualifying share of stock held by a director of the Corporation
which is transferred to his successor from time to time.

(11) Right of Redemption

(a) In cases of foreclosure sales or sales after attachment or an

execution of judgment, involving shares of stock of the Corporation, each
stockholder of record of the Corporation shall have the right to redeem said
shares by paying or delivering to the purchaser at the aforesaid sale the
amount of the obligation due, together with all expenses incurred in relation to
the conduct of such sale, within one hundred twenty (120) calendar days from
and after the time a transfer consequent upon such sale is resented to
Corporation for registration on its Stock and Transfer Book.
 (b) Each stockholder of the Corporation shall be entitled, up to the
limit allowed by applicable provisions of law or regulation, to redeem such
proportion of said shares as the number of shares of stock which he holds
bears to the total number of outstanding stock, excluding the shares available
for redemption, of the Corporation, and may, in addition, offer to redeem any
other shares not taken up by any stockholder pursuant to the right of
redemption herein given.

(c) If the total number of shares which the stockholders wish to

redeem exceed the actual number of shares available for redemption, each
stockholder offering to so redeem (the “Redeeming Stockholders”) shall be
entitled to redeem such proportion of the actual number of shares available for
redemption which the number of shares of stock the Redeeming Stockholder
holds prior to the exercise of the right of redemption bears to the aggregate
number of shares which all Redeeming Stockholders held prior to the exercise
of their right of redemption.

(12) Tag-along Rights

In the event all other stockholders of the Corporation (aside from Mr. Michael
K Ackland) intends to transfer any of their shares to a third party (other than
transfer to affiliates), such stockholder shall notify in writing Michael K
Ackland of such transfer and its terms and conditions. Within thirty (30) days
of the date of such notice, and if Mr. Michael K Ackland shall otherwise have
decided not to exercise his right of first refusal as embodied in subparagraph
(3) of this Article, Mr. Michael K Ackland shall notify such stockholder if he
elects to participate in such transfer. Upon notice, Mr. Michael K Ackland
shall have the right to sell such third party transferee, at the same price and on
the same terms as such stockholder, an amount of shares equal to the number
of shares of stock the third party actually proposes to purchase multiplied by a
fraction, the numerator of which shall be the number of shares of stock owned
by such stockholder and denominator of which shall be the aggregate number
of shares of stock owned by such stockholder and Mr. Michael K Ackland.

C. VOTE REQUIREMENTS

Unless the law shall provide for a higher vote, the affirmative vote of
at least a majority of the members of the Board of Directors and the
stockholders of the Corporation representing at least two-thirds (2/3) of the
outstanding capital stock, inclusive of the Preferred Stock, of the Corporation,
shall be necessary for each of the following corporate actions:

(1) Amendment of the Articles of Incorporation or By-Laws of the

Corporation.

(2) Filing by the Corporation of a petition for voluntary

reorganization or suspension of payment of its obligation, or an application for
the appointment of a receiver or trustee for itself or for any part of its
properties or an application for the liquidation or dissolution of the
Corporation, or a partial suspension of business operations.
 (3) Declaration of cash, property or stock dividends.

(4) Consolidation or merger involving the Corporation or

acquisition by the Corporation of the shares or assets of another entity.

(5) Creation of indebtedness or incurring liability in excess of

P1,000,000.00 or US$ 20,000.00 for a single or series of related transaction
which results in exceeding the foregoing limit.

(6) Conveyance or other disposition of, and the mortgage, pledge,

lease (except lease of rooms in the ordinary course of business), encumbrance
and other hypothecation of, any asset of the Corporation having an aggregate
book or market value, whichever is higher, in excess of P1,000,000.00 or US$
20,000.00 and any such transaction or series of transactions which results in
exceeding the foregoing limit.

(7) Amendment, termination, revocation, rescission, extension,

renewal or modification of any terms and conditions for any mortgage pledge,
lease or encumbrance of any real or personal property of, or any property
being leased or rented by Corporation.

(8) Engagement in business other than that allowed by the primary

purpose of the Corporation.

(9) The issuance of new shares of capital stock of the Corporation,

or the grant by the Corporation of any option or right to acquire any unissued
shares of capital stock from the Corporation or any debenture of the
Corporation convertible into shares of the capital stock of the Corporation
(except for any other debentures required to be issued under Philippine law).

(10) Any changes in the extent auditors of the Corporation.

(11) The making of any loan, advance or credit or the granting of

any guarantee, indemnity or otherwise to secure the obligation or liabilities of
any person.

(12) The making, amending or terminating of any contract, loan,

guarantee or other arrangement with any stockholder or affiliated company.

(13) Any capital expenditure in excess of P1,000,000.00 or

US$20,000.00 for a single or series or related transactions which results in
exceeding the foregoing limit.

EIGHTH: That at least 25% of the authorized capital stock has

been subscribed and at least 25% of the total subscription has been paid as
follows:

A. Common Shares

No. of Shares Amount Amount

Name Nationality Subscribed Subscribed Paid
_____________ _________ _________
 America 2,000 Php 200,000.00 Php 200,000.00
n

Filipino 600 Php 60,000.00 Php 60,00.00

TOTAL 5,000 Php 500,000.00 Php 500,000.00

============ ========= =========
B. Preferred Shared
No. of Shares Amount Amount
Name Nationality Subscribed Subscribed Paid

American 75,000 Php 7,500,000.00 Php7,500,000.00

TOTAL 75,000 Php 7,500,000.00 Php8,000,000.00

============ ========= =========
GRAND TOTAL Php 8,000,000.00 Php 8,000,000.00
=========== ==========

NINTH: No transfer of stock or interest which would reduce the

stock ownership of Filipino citizen to less than the required percentage of the
capital stock as provided by existing laws shall be allowed or permitted to be
recorded in the proper books of the corporation and this restriction shall be
indicated in the stock certificate issued by the corporation.

TENTH: That Rommel Martin Tan, has been elected by the

subscribers as Treasurer of the corporation to act as such until his successor is
duly elected and qualified in accordance with the by-laws; and that as such
Treasurer, has been authorized to receive for and in the name and for the
benefit of the corporation, all subscriptions paid in by the subscribers.

ELEVENTH: That the corporation manifests its willingness to change

its corporate name in the event another person, firm or entity has acquired a
prior right to use said firm name or one deceptively or confusingly similar to
it. Furthermore, the incorporators undertake to change the name of the
corporation immediately upon receipt of notice or direction from the Securities
and Exchange Commission that another corporation, partnership or person has
acquired a prior right to the use of that name or that the name has been
declared as misleading, deceptive, confusingly similar to a registered name, or
contrary to public morals, good customs or publicly.

In Witness Whereof, we have hereunto set our hands this ____ day of
_______________________, at _______________, Philippines.