ARTICLES OF INCORPORATION

OF
________________________________________

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 HEREBY CERTIFY:

FIRST: That the name of said corporation shall be

“__________________________________________________________________________”.

SECOND: That the purposes for which said corporation is formed are:

PRIMARY PURPOSE

To acquire by purchase, lease or otherwise, buildings, improvements,

condominiums, lands, interests in lands; to own, hold, improve, sell, lease, develop and
manage any real estate so acquired; to erect, construct, alter or cause to be erected on
any lands owned, held or occupied, buildings and other structures with their
appurtenances; to rebuild, enlarge, alter or improve any building or buildings and
structures now or may hereafter be erected on any land so owned, held, occupied or
held by the corporation; and to carry on the business of buying, selling or otherwise
dealing in real estate, engaging in real estate subdivision business.

SECONDARY PURPOSES

1. To engage in and conduct the business of general construction such as but

not limited to building of condominium units, townhouses, industrial and commercial
centers, office and commercial buildings, factories, waterworks, roads, highways,
power plants, dams, ports, canals and all kinds of civil, electrical, mechanical, and
similar and miscellaneous works;

2. To manufacture, fabricate, service, import, export, purchase, sell or otherwise

deal in goods and wares of all kinds and descriptions, which are the lawful objects of
commerce, particularly but not limited to construction materials, plumbing, hardware,
electrical and mechanical supplies and apparata, industrial, agricultural and
commercial equipment and accessories, and other similar or allied products;

3. To buy or otherwise acquire tracts or parcels of land, improve and develop

them for residential, industrial, commercial or agricultural purposes;

4. To carry on a general mercantile and commercial business of buying, selling,

trading, importing, exporting, indenting, or otherwise dealing in any lawful goods,
wares, merchandise, and commodities of all kinds, on wholesale or retail;

5. To engage in planting, cultivation, raising, and production of all kinds of

cattle, swine, poultry, and all other animals suited for human consumption, and to
acquire, own, manage and operate agricultural lands or such other properties, real or
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personal, as the corporation may acquire in furtherance of its above business of farming
and animal husbandry;

6. To invest, purchase or otherwise acquire, own, hold, pledge, mortgage,

assign, sell or otherwise dispose of all kinds of securities, such as shares in
transportation, manufacturing, industrial, agricultural and other mercantile enterprises
as well as bonds, debentures, and certificate of interest and other forms of securities; to
provide assistance by way of subsidy, guaranty or otherwise, of any person, firm,
partnership, corporation, syndicate or entity; domestic or foreign, engaged in lawful
commercial or industrial activity;

7. To engage in any manufacturing enterprises using raw materials obtainable

locally or from foreign countries and to acquire, construct, erect, lease and operate
plants, factory sites, and the machinery and equipment required for the conduct of such
manufacturing operations; except in the manufacture of food, drugs and cosmetics;

8. To undertake the management and operation of business, industry, or

enterprise or portion thereof, of any other person, partnership, corporation or
association and to purchase, acquire, and take over, all or part of rights, assets, business,
and property of any person, partnership, corporation, or association, and in connection
therewith to undertake and assume the liabilities of such persons, partnership,
corporation, or association, whose rights, assets, business or property may be
purchased, acquired, or taken over; in no case, however, shall the corporation manage
the funds, securities, portfolio and similar assets of such managed entities;

9. To borrow or loan money, and to make and issue or accept notes, bonds,
securities, and other evidences of indebtedness of all kinds, and to secure the same by
mortgage, pledge or otherwise;

10. Generally, to perform all and everything necessary and proper for the
attainment of the purposes, or the furtherance of any of the powers set forth, either
alone or in association with other corporations, partnerships, associations, or
individuals, within the limits prescribed by law.

THIRD: That the place where the principal office of the corporation is to be
located or established in No. 11 Bulletin Street, West Triangle, Quezon City,
Philippines, and that branches of said office may be established at any or some other
places in the Philippines should the exigencies of the business so require.

FOURTH: That the term for which said corporation is to exist is fifty (50) years
from and after the date of issuance of certificate of incorporation.

FIFTH: That the names, nationalities, and residence of the incorporators are as
follows:

Names Nationality Residence

Amado A. Castro Filipino ________________________

Patria A. Castro – Beltran Filipino ________________________

Ida Genevieve B. Lucila Filipino ________________________

Robert V. Lucila Filipino ________________________

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Joanna Claire B. Nicolas Filipino ________________________

SIXTH: That the number of directors is five (5 ) who are also the incorporators.

SEVENTH: That the authorized capital stock of the corporation is

______________________________ (P ___________) pesos in lawful money of the
Philippines, divided into ________________________________ ( ) shares with the par
value of _______________ (P__________) pesos per share.

EIGHTH: That the subscribers to the capital stock and the amount paid-in to
their subscriptions are as follows:

No. of Amount Amount

Name Nationality Shares Subscribed Paid
Subscribed

Amado A. Castro Filipino

Patria A. C. Beltran Filipino

Ida Genevieve B. Lucila Filipino

Robert V. Lucila Filipino

Joanna Claire B. Nicolas Filipino

------------------ ----------------- -----------------
Total
========== ========== ==========

NINTH: That no transfer of stock or interest which would 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 stocks
certificates issued by the corporation.

TENTH: That _________________________ has been elected by the subscribers

as the 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, she has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions paid in by the subscribers.

ELEVENTH: That the corporation manifests its willingness to change its corporate
name in the event another person, firm or entity has acquired a prior right to use the
said firm name or one deceptively or confusingly similar to it.

In Witness whereof, we have set our hands this ______ day of ________, 200___
in Quezon City, Philippines.

AMADO A. CASTRO PATRIA A. CASTRO – BELTRAN

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IDA GENEVIEVE B. LUCILA ROBERT V. LUCILA

JOANNA CLAIRE B. NICOLAS

WITNESSES:

_________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Quezon City ) S. S.

BEFORE ME, a Notary Public in and for Quezon City, this ______ day of
___________, 200__, personally appeared:

Name CTC No. Date & Place issued

Amado A. Castro _______________ ________________________

Patria A. Castro – Beltran _______________ ________________________
Ida Genevieve B. Lucila _______________ ________________________
Robert V. Lucila _______________ ________________________
Joanna Claire B. Nicolas _______________ ________________________

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

IN TESTIMONY WHEREOF, I have hereunto set may hand and affixed my

notarial seal on the date and at the place first above written.

Doc. No. _____

Page No. _____
Book No. _____
Series of ______