SECRETARY'S CERTIFICATE

I, ___________________, certify that I am the duly authorized, constituted and qualified Corporate Secretary of _____________(the "Corporation"), a corporation organized under Philippine law, and that the following is a true copy of the resolution/s duly and regularly adopted by the Board of Directors of the Corporation at a meeting regularly called and held on ___________________, at which a quorum was present and acting throughout:

(COPY OF RESOLUTION)

Makati, Metro Manila, ______________200__.

________________________________

Corporate Secretary

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY ) S.S

SUBSCRIBED AND SWORN TO before me this _____th day of _______________ 200__, affiant exhibiting to me his Com. Tax Cert. No. ________ issued at __________________________ on _______________200__.

Doc. No. _____;

Page No. _____;

Book No. ____;

Series of 20__.