DIRECTORS’ CERTIFICATE

(_____________________________)

We, the undersigned, being a majority of the Directors of xx (the

"Corporation"), the Chairman and the Secretary of the Special Stockholders’
Meeting held on xxx at Manila City, hereby certify that:

1. At separate meetings held on xxx, the Corporation’s Board of

Directors, by affirmative vote of majority of its members, and the
stockholders, by affirmative vote of at least two-thirds (2/3) of the
outstanding capital stock of the Corporation, respectively approved the
amendment to Article III of the Corporation’s Articles of Incorporation
to change its principal office address xxx.

2. The Corporation’s Amended Articles of Incorporation attached

hereto as Annex "A" is a true and correct copy of the Corporation’s
Amended Articles of Incorporation and reflects the amendment
thereto.

IN WITNESS WHEREOF, we have hereunto set our hands this __ day

of xxx at Manila City.

xxx
Director / Secretary of the
Special Stockholders’ Meeting
TIN: xxx
ATTEST:

Director / Chairman of the President / Director

Special Stockholders’ Meeting TIN:
TIN:

Director Director
TIN: TIN:

1
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY )S.S.

SUBSCRIBED AND SWORN to before me this __ day of xxx in Makati

City, affiants exhibited to me the following:

Name T.I.N. Date/Place Issued

all known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first
above-written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of xxx