Articles of Incorporation

Of

_____________________________________
(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

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;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

_________________________________________________________

SECOND: That the primary purpose for which such corporation is to engage
in the business of providing services including but not limited to (1) outsourced
billing and billing information services, outsourced contact management services
for the telephone, email and web-based interactions, (2) outsourced Accounting,
Technical, IT, HR, Consultancy and Marketing services through the medium of the,
telephone, email and web-based interactions (3) other I.T. enabled services (such
as outsourced back-office services) and for this purpose, to do any and all things
necessary for or conducive to the attainment of such purpose.

Secondary purpose

1. To lease real properties such as buildings, factories and warehouses and to

purchase acquire, own, lease sell and convey machineries, equipment, vehicles
and other personal properties as may necessary or incidental to the conduct of
corporate business, and to pay in cash, shares of its capital stock, debentures
and other evidences of indebtedness, or other securities, as may be deemed
expedient, for any business or property acquired by the corporation;
2. To borrow or raise money necessary to meet the financial requirements of its
own business by the issuance of bonds, promissory notes and other evidences
of indebtedness, and to secure the repayment thereof by mortgage, pledge,
deed of trust or lien upon the properties of the corporation or to issue pursuant
to law, shares of its capital stock, debentures and other evidences of
indebtedness in payment for properties acquired by the corporation or for
money borrowed in the prosecution of its lawful business;
3. To invest and deal with the money and properties of the corporation in such
manner as may from time to time be considered wise or expedient for the
advancement of its interests and to sell, dispose of or transfer the business,
 properties and goodwill of the corporation or any part thereof for such
consideration and under terms as it shall see fit to accepts;
4. To aid in any manner any corporation, association or trust estate, domestic or
foreign or any firm or individual, with any shares of stock, bonds, debentures,
notes, securities, evidences of indebtedness, contracts or obligations of which
are held by or for this corporation, directly or indirectly or through other
corporations.
5. To enter into any lawful arrangement for sharing profit, union of interests,
unitization of farm out agreement, reciprocal concession or cooperation with
any corporation, association, partnership, syndicate, entity, person or
governmental, municipal or public authority, domestic or foreign, the carrying
on any business or transaction deemed necessary, convenient or incidental to
carrying out any of the purposes of this corporation;
6. To acquire or obtain from any government or authority, national, provincial,
municipal or otherwise, or any corporation, company, or partnership or person,
such charter, contracts, franchise, privileges, exemption, licenses and
concessions as may be conductive to any of the objects of the corporation;
7. To establish and operate one or more branch offices or agencies and to carry
on any or all of its operations and business without any restrictions as to place
and amount, anywhere within the Philippines;
8. To guarantee, for and in behalf of the corporation, obligations of other
corporations or entities in which it has lawful interest;
9. To conduct and transfer any and lawful activities, and to do or cause to be
done any one or more of the acts and things herein set forth as its purposes,
within or outside the Philippines, and in any and all foreign countries, and to
do everything necessary, desirable or incidental to the accomplishment of the
purposes or the exercise of any or more of the powers herein enumerated, or
which shall at any time be conducive to or expedient for the protection or
benefit of this corporation.
10.

THIRD: That the principal office of the corporation is located in

_____________________________________________________________________________________________

FOURTH: 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;
FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

NAME NATIONALITY RESIDENCE

 SIXTH: That the number of directors of the corporation shall be Five (5);
and the names, nationalities and residences of the first directors of the corporation
are as follows:

NAME NATIONALITY RESIDENCE

SEVENTH: That the authorized capital stock of the corporation is ONE MILLION
PESOS (P1,000,000.00) pesos in lawful money of the Philippines, divided into Ten
Thousand (10,000) shares with the par value of One Hundred Pesos (P100.00)
pesos per share;
EIGHT: That at least twenty-five (25%) percent of the authorized capital stock
above has been subscribed as follows:

NAME OF NO. OF SHARES AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED

Total P
 NINTH: That the above-named subscribers have paid at least twenty-five
(25%) percent of the total subscription as follows:

NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-UP

TENTH: That _____________________ 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, he has been
authorized to receive for and in the name and for the benefit of the corporation,
all subscriptions or donations paid or given by the subscribers.
ELEVENTH: That no transfer of stock or interest which will reduce the ownership
of Filipino Citizens 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 all the
stock certificates issued by the corporation.

TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter,
immediately upon receipt of notice or directive 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 custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this __________day of ____________________ 20______, in the
City/Municipality of _______________________, Province of____________________, Republic
of the Philippines.

TIN- TIN- TIN-

TIN- TIN- TIN-

TIN- TIN- TIN-

TIN- TIN- TIN-

Witnesses:
_________________________________ _______________________________
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME, a Notary Public, for and in _____________________,

Philippines, this ___________day of ______________________, 20 _________, personally
appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of four (4) pages, including this page where
the acknowledgement is written, and they acknowledged to me that the same is
their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________