SECRETARY'S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a

domestic corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a
(regular/special) meeting of the Board of Directors of said corporation held
at its principal office in _____________, Philippines on _____________,
duly called for the purpose, a quorum being present and acted throughout,
the following resolutions were unanimously adopted, and are now in full
force and effect, to wit:

"RESOLVED, that __Name of Bank__ (_____________ Branch), be as it is

hereby designated depository of this corporation, the officers, agents and
employees of this corporation be, and hereby are, and each of them are
hereby authorized to pay, encash or otherwise honor and charge to this
corporation any and all checks, notes, drafts, bills of exchange, acceptances,
orders and other instruments for the payment of money or the withdrawal of
funds including those which may cause an overdraft, when signed, made,
drawn, accepted or endorsed on behalf of or in the name of this corporation
by the President, _____________ or Vice-President, _____________, and
Treasurer _____________."
"RESOLVED, FURTHER, that all the foregoing authorities shall and continue
to be in full force and effect until revoked or modified by written notice duly
notarized actually received by bank at its office, wherein the account of this
corporation is then maintained, setting forth a resolution to that effect
certified to have been adopted by the Board of Directors of this corporation,
provided that such notice shall not be effective with respect to
any exercise of said authorities prior to the receipt thereof, nor with respect
to any checks or other instruments for the payment of money or the
withdrawal of funds dated to the date of such notice."

IN WITNESS WHEREOF, I have hereunto affixed my signature this

_____________ at _____________, Philippines.

Corporate Secretary

Attested to by:
President