SECRETARY’S CERTIFICATE

I,_________________ , of legal age, Filipino citizen, single/married, and a resident of

_________________________, after being duly sworn in accordance with law, depose and state that:

1. I am the duly elected and qualified Corporate Secretary of ___________., a corporation duly
organized and existing under the laws of the Philippines ( the “CORPORATION” ), with
principal office address at ____________________________________;

2. At the regular meeting of the Board of Directors of the CORPORATION held on

_______________, the following resolutions were unanimously approved, a legal
quorum being present and voting:

RESOLUTIONS

RESOLVED, that METROPOLITAN BANK & TRUST COMPANY (hereinafter

called “METROBANK”) be, and is hereby designated as depository of the funds/monies
of the CORPORATION and that the Corporation be, and hereby is, authorized to enroll
in the metrobankdirect-corporate;

RESOLVED, FURTHER, that _________________be authorized to sign, execute

and/or deliver any and all documents in connection with the enrollment in
metrobankdirect-corporate and to appoint the authorized users, authorizers and contact
persons thereof;

NAME POSITION SPECIMEN SIGNATURE

______________________

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RESOLVED, FURTHERMORE, that METROBANK, its directors, officers,

employees, agents or authorized representatives are each entitled an d authorized to rely
on these instructions as valid, binding and effective upon the CORPORATION and that
METROBANK, its directors, officers, employees, agents or authorized representatives
shall not be liable for any act done or suffered by them in reliance of the above
instructions, its being understood that any and all risks and costs arising from the above
instructions shall be for CORPORATION’s sole and exclusive account.

RESOLVED, FURTHERMORE, that all things/acts done and documents executed

and entered into by the aforementioned signatories pursuant to and in accordance with
the foregoing authorities are hereby confirmed, affirmed and ratified. Likewise all
things/acts done and documents executed and entered into prior to this Resolution are
hereby affirmed, confirmed and ratified.

RESOLVED, FINALLY, to confirm and ratify the acts and things done by the
aforementioned signatories pursuant to and in accordance with foregoing authorities.

3. That the CORPORATION has a Board of Directors composed of _____ ( ) members

and the following are the current members of the board of directors elected in the
annual meeting of stockholders held on __________________:

NAME POSITION

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4. That the principal officers of the Corporation elected in the Organizational Meeting of
the Board of Directors held on _______________ are as follows:

NAME POSITION

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5. That the foregoing information is in accordance with the records of the

CORPORATION.

IN WITNESS WHEREOF, I have hereunto affixed my signature at this

______________.

_______________________________
Corporate Secretary

Attested by:

______________________________
President

SUBSCRIBED AND SWORN TO before me in _____________________________,

this ____________________, Affiant exhibiting to me his/her Identification No.
________________ issued at _____________________________ on _______________.

NOTARY
PUBLIC

Doc. No. ____________

Page No. ____________
Book No.____________
Series of ____________