We, the undersigned. a majority of the Board of Directors of _____________. hereby certify:

      1. That pursuant to and upon compliance with the requirements of Sec. 17 of Act No. 1459, as amended, the capital stock of the above-named corporation has been duly increased from P________to P______________;

      2. That the amount of the increase of capital stock is P______________;

      3. That the total amount of the increased capital stock actually subscribed, the names and residences of the subscribers, the amount of capital stock subscribed by each, and the amount paid by each on his subscription in cash, are as follows:

      Subscribers                    Amount of                    Amount Paid

      and their residence        CS Subscribed            On Subscription

      ________________        ____________            ______________

      ________________        ____________            ______________

      ________________        ____________            ______________

      ________________        ____________            ______________

      4. That the corporation has no bonded indebtedness;

      5. That the actual indebtedness of the corporation on the day of the meeting on _________2004, was and is P__________

      6. That the amount of stock represented at the meeting was P______________;

      7. That the vote authorizing the increase of the capital stock was _____________ which is at least two-thirds of the entire capital stock subscribed.

      IN WITNESS WHEREOF, we have hereunto signed our names this _____ day of _____________, 2004 at ______________________.

      ______________________, after being sworn to in accordance with law, deposes and states:

      That he is the Treasurer of the ______________________, duly elected and lawfully acting as such at the time of the filing of the above certificate, that the capital stock of said corporation had been duly increased; and that the amount of such increased is P_____________; that 30% of the amount subscribed has been paid in actual cash to the corporation.

      IN WITNESS WHEREOF, I have hereunto signed this statement this ____ day of _________, 2004, in ____________________, Philippines.

      SUBSCRIBED AND SWORN to before me this ____ day of ________________, 2004, in ______, Philippines, by _________________ who exhibited to me his Community Tax Certificate No. _____________, issued at _____________________on ____________________, 2004.