ARTICLES OF INCORPORATION

OF

__________________________

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on
this day, voluntarily associated ourselves together for the purpose of forming a stock corporation
under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be

__________________________

SECOND: A. That the primary purpose of the Corporation is:

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________.
B. That the secondary purposes of this Corporation are as follows:

a. To purchase, receive, take or otherwise acquire in any lawful manner, for and in the
name of the corporation, any and all properties, rights, interest or privileges, including securities
and bonds of other corporations, as the transaction of the business of the corporation may
reasonably or necessarily require, for such consideration and upon such terms and conditions as
the Board may deem proper or convenient;

b. To invest the funds of the corporation in another corporation or business or for any
other purposes other than those for which the corporation was organized, whenever in the
judgment of the Board of Directors the interests of the corporation would thereby be promoted,
subject to such stockholders' approval as may be required by law;

c. To incur such indebtedness as the Board may deem necessary and, for such purpose, to
make and issue evidence of such indebtedness including, without limitation, notes, deeds of trust,
instruments, bonds, debentures, or securities, subject to such stockholders' approval as may be
required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and
rights of the corporation; provided that the borrowing shall be sourced from not more than
nineteen (19) lenders;
 d. To guarantee and secure payment of, for and in behalf of the obligations of other
corporations or entities in which it has lawful interest;

e. To make provisions for the discharge of the obligations of the corporation as they
mature, including payment for any property, or in stocks, bonds, debentures, or other securities
of the corporation lawfully issued for the purpose;

f. To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or
personal, belonging to the corporation whenever in the Board's judgment, the corporation's
interest would thereby be promoted.

h) To establish pension, retirement, bonus, profit- sharing, or other types of incentives or

compensation plans for the employees, including officers and directors of the corporation and to
determine the persons to participate in any such plans and the amount of their respective
participation;

i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the

corporation or its officers are either plaintiffs or defendants in connection with the business of
the corporation, and likewise, to grant instalments for the payments or settlement of whatsoever
debts are payable to the corporation;

j) To delegate, from time to time, any of the powers of the Board which may lawfully be
delegated in the course of the current business or businesses of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be agents of the
corporation with such powers (including the power to sub-delegate), and upon such terms, as
may be deemed fit;

C. That the Corporation shall have all the express powers of a corporation as provided for under
Section 36 of the Corporation Code of the Philippines.

THIRD: That the place where the principal office of the corporation is to be established
or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________
(________) 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 that the
names, nationalities and residence of the Directors of said Corporation who shall act as such until
their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________

MILLION (P______,000.000.00) PESOS in lawful money of the Philippines, divided into
__________________________ (_________) shares with the a par value of _____________
(P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed
representing the sum of _____________ MILLION (P________,000,000.00) PESOS, Philippine
Currency, and at least twenty (25%) per cent of the total subscription has been paid as follows:

Name Nationality Subscription Amount Subscribed Amount Paid

NINTH: That _____________ has been elected by the subscribers as Treasurer of the
corporation to act as such until his/her successor is duly elected and qualified in accordance with
the by-laws; and that as such Treasurer, (he/she) has been authorized to receive for and in the
name and for the benefit of the corporation, all subscriptions paid by the subscribers.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of
Filipino citizens to less than the percentage of the capital stock required by law shall be allowed
or permitted to be recorded in the Corporate Books and this restriction shall be indicated in the
stock certificates issued by the corporation. That in addition, any stockholder or his heirs
desiring to dispose of his shares must give the FIRST OPTION to this corporation to purchase
the same at their net book value based upon the latest audited financial statements of this
corporation. The FIRST OPTION shall be valid and exclusive for a period of THIRTY (30)
days from receipt by the corporation of the formal written offer to sell from the shareholder.
Upon the expiration of such THIRTY (30) days, if the corporation has not exercised its FIRST
OPTION totally or partially, then the shareholder shall give the SECOND OPTION to fellow
shareholders at the same price and conditions as offered to the corporation. This SECOND
OPTION shall be valid and exclusive for a period of THIRTY (30) days from receipt by fellow
shareholders of the notice of the expiration of the FIRST OPTION together with the formal
written offer to sell from the vendor-shareholder. Should more than one fellow shareholder
desire to exercise this SECOND OPTION, the number of shares for sale shall be apportioned to
them in proportion to their existing shareholdings. Upon the expiration of the SECOND
OPTION and the second thirty-day period, if none of the shareholders have exercised their
SECOND OPTION totally or partially, then the vendor-shareholder shall be free to sell the
shares to third persons at a price not lower and under terms and conditions not more favorable
than that offered in the FIRST and SECOND OPTIONS. Any sale or transfer, directly or
indirectly in violation of the above conditions and restrictions shall be null and void and shall not
be registered in the books of the corporation; Provided, however, that any transfer of shares by a
shareholder to his heir either by sale, donation, estate or intestate succession, or otherwise, shall
be EXEMPTED from the afore-mentioned restrictions. The foregoing restrictions must appear at
the back of all stock certificate of the corporation.

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 hereunto affixed our signatures this

_____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

__________________ __________________

(ACKNOWLEDGMENT)
 BY-LAWS

OF

__________________________, INC.

ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers to the capital stock of the corporation shall pay to
the corporation the subscription value or price of the stock in accordance with the terms and
conditions prescribed by the Board of Directors. Unpaid subscriptions shall not earn interest
unless determined by the Board of Directors.

Section 2. Certificate - Each stockholder shall be entitled to one or more certificates for
such fully paid stock subscription in his name in the books of the corporation. The certificates
shall contain the matters required by law and the Articles of Incorporation. They shall be in such
form and design as may be determined by the Board of Directors and numbered consecutively.
The certificates, which must be issued in consecutive order, shall bear the signature of the
President, mutually countersigned by the Secretary or Assistant Secretary, and sealed with the
corporate seal.

Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions

contained in the Articles of Incorporation, shares may be transferred, sold, ceded, assigned or
pledged by delivery of the certificates duly endorsed by the stockholder, his attorney-in-fact, or
other legally authorized person. The transfer shall be valid and binding on the corporation only
upon record thereof in the books of the corporation, cancellation of the certificate surrendered to
the Secretary, and issuance of a new certificate to the transferee.

No shares of stock against which the corporation holds unpaid claim shall be transferable
in the books of the corporation.

All certificates surrendered for transfer shall be stamped "Canceled" on the face thereof,
together with the date of cancellation, and attached to the corresponding stub with the certificate
book.

Section 4. Lost Certificates - In case any certificate for the capital stock of the
corporation is lost, stolen, or destroyed, a new certificate may be issued in lieu thereof in
accordance with the procedure prescribed under Section 73 of the Corporation Code.

ARTICLE II

MEETINGS OF STOCKHOLDERS
 Section 1. Regular Meetings - The regular meetings of stockholders, for the purpose of
electing directors and for the transaction of such business as may properly come before the
meeting, shall be held at the principal office on the _____________ of each year, if a legal
holiday, then on the following day.

Section 2. Special Meeting - The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) Board of Directors, at its own
instance, or at the written request of stockholders representing a majority of the outstanding
capital stock, (b) President.

Section 3. Place of Meeting - Stockholders' meetings, whether regular or special, shall

be held in the principal office of the corporation or at any place designated by the Board of
Directors in the city or municipality where the principal office of the corporation is located.

Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders

may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the
date of the meeting to each stockholder of record at his last known post office address or by
publication in a newspaper of general circulation. The notice shall state the place, date and hour
of the meeting, and the purpose or purposes for which the meeting is called. In case of special
meetings, only matters stated in the notice can be subject of motions or deliberations at such
meeting.

When the meeting of stockholders is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened
meeting, any business may be transacted that might have been transacted on the original date of
the meeting.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special meeting
of stockholders, a majority of the outstanding capital stock must be present or represented in
order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the
requisite amount of stock shall be present.

Section 6. Conduct of Meeting - Meeting of the stockholders shall be presided over by

the Chairman of the Board, or in his absence, the President, or if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders. The Secretary
shall act as Secretary of every meeting, but if not present, the chairman of the meeting shall
appoint a secretary of the meeting. The chairman of the meeting may adjourn the meeting from
time to time, without notice other than announced at the meeting.

Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote

in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-
fact. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has
been presented to the Secretary.
 All proxies must be in the hands of the Secretary before the time set for the meeting.
Such proxies filed with the Secretary may be revoked by the stockholders either in an instrument
in writing duly presented and recorded with the Secretary prior to a scheduled meeting or by
their personal presence at the meeting.

Section 8. Closing of Transfer Books of Fixing of Record Date - For the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or
any adjournment thereof or to receive payment of any dividend, or of making a determination of
stockholders for any proper purpose, the Board of Directors may provide that the stock and
transfer books be closed for a stated period, but not to exceed, in any case, twenty (20) days. If
the stock and transfer books be closed for the purpose of determining stockholders entitled to
notice of, or to vote at, a meeting of stockholders, such books shall be closed for at least ten (10)
working days immediately preceding such meeting. In lieu of closing the stock and transfer
books, the Board of Directors may fix in advance a date as the record date which shall in no case
be more than twenty (20) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken, except in instance where applicable rules and
regulations provided otherwise.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers of the Board - Unless otherwise provided by law, the corporate
powers of the corporation shall be exercised, all business conducted and all property of the
corporation controlled and held by the Board of Directors to be elected by and from among the
stockholders. Without prejudice to such general powers and such other powers as may be granted
by law, the Board of Directors shall have the following express powers:

a) From time to time, to make and change rules and regulations not inconsistent with
these by-laws for the management of the corporation's business and affairs;

b) To purchase, receive, take or otherwise acquire in any lawful manner, for and in the
name of the corporation, any and all properties, rights, interest or privileges, including securities
and bonds of other corporations, as the transaction of the business of the corporation may
reasonably or necessarily require, for such consideration and upon such terms and conditions as
the Board may deem proper or convenient;

c) To invest the funds of the corporation in another corporation or business or for any
other purposes other than those for which the corporation was organized, whenever in the
judgment of the Board of Directors the interests of the corporation would thereby be promoted,
subject to such stockholders' approval as may be required by law;

d) To incur such indebtedness as the Board may deem necessary and, for such purpose, to
make and issue evidence of such indebtedness including, without limitation, notes, deeds of trust,
instruments, bonds, debentures, or securities, subject to such stockholders' approval as may be
required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and
rights of the corporation; provided that the borrowing shall be sourced from not more than
nineteen (19) lenders;

e) To guarantee and secure payment of, for and in behalf of the obligations of other
corporations or entities in which it has lawful interest;

f) To make provisions for the discharge of the obligations of the corporation as they
mature, including payment for any property, or in stocks, bonds, debentures, or other securities
of the corporation lawfully issued for the purpose;

g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or
personal, belonging to the corporation whenever in the Board's judgment, the corporation's
interest would thereby be promoted;

h) To establish pension, retirement, bonus, profit- sharing, or other types of incentives or

compensation plans for the employees, including officers and directors of the corporation and to
determine the persons to participate in any such plans and the amount of their respective
participation;

i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the

corporation or its officers are either plaintiffs or defendants in connection with the business of
the corporation, and likewise, to grant installments for the payments or settlement of whatsoever
debts are payable to the corporation;

j) To delegate, from time to time, any of the powers of the Board which may lawfully be
delegated in the course of the current business or businesses of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be agents of the
corporation with such powers (including the power to sub-delegate), and upon such terms, as
may be deemed fit;

k) To implement these by-laws and to act on any matter not covered by these by-laws
provided such matter does not require the approval or consent of the stockholders under any
existing law, rules or regulation.

Section 2. Election and Term - The Board of Directors shall be elected during each
regular meeting of stockholders and shall hold office for one (1) year and until their successors
are elected and qualified.

Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by
removal by the stockholders or by expiration of term, may be filled by the vote of at least a
majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be
filled by the stockholders at a regular or at any special meeting of stockholders called for the
purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his
predecessor in office.
 Any directorship to be filled by reason of an increase in the number of directors shall be
filled only by an election at a regular or at a special meeting of stockholders duly called for the
purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of
the meeting.

The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filed by election at the same meeting of stockholders without further
notice, or at any regular or at any special meeting of stockholders called for the purpose, after
giving notice as prescribed in this by-laws.

Section 4. Meetings - Regular meetings of the Board of Directors shall be held once
every quarter of the year on such dates and at such times and places as the Chairman of the
Board, or in his absence, the President, or upon the request of a majority of the directors and
shall be held at such places as may be designated in the notice.

Section 5. Notice - Notice of the regular or special meeting of the Board specifying the
date, time and place of the meeting, shall be communicated by the Secretary to each director
personally, or by telephone, telex, telegram, facsimile or by written or oral message. A director
may waive this requirement, either expressly or impliedly.

Section 6. Quorum - A majority of the number of directors as fixed in the Articles of

Incorporation shall constitute a quorum for the transaction of corporate business and every
decision of at least a majority of the directors present at a meeting at which there is a quorum
shall be valid as a corporate act, except for the election of officers which shall require the vote of
a majority of all the members of the Board.

Section 7. Conduct of the Meetings - Meetings of the Board of Directors shall be

presided over by the Chairman of the Board, or in his absence, the President or if none of the
foregoing is in office and present and acting, by any other director chosen by the Board. The
Secretary shall act as secretary of every meeting, if not present, the Chairman of the meeting
shall appoint a secretary of the meeting.

Section 8. Compensation - By resolution of the Board, each director shall receive a

reasonable per diem allowance for the attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) of the net income before income tax of the corporation during the preceding year. Such
compensation shall be determined and apportioned among the directors in such manner as the
Board may deem proper, subject to the approval of stockholders representing at least a majority
of the outstanding capital stock at a regular or special meeting of the stockholders.

ARTICLE IV

OFFICERS
 Section 1. Election/Appointment - Immediately after their election, the Board of
Directors shall formally organize by electing the Chairman, the President, one or more Vice-
President, the Treasurer, and the Secretary, at said meeting.

The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper. Any two (2) or more positions may be held concurrently by the same
person, except that no one shall act as President and Treasurer or Secretary at the same time.

Section 2. Chairman of the Board - The Chairman of the Board of Directors shall
preside at the meetings of the directors and the stockholders. He shall also exercise such powers
and perform such duties as the Board of Directors may assign to him.

Section 3. President - The President, who shall be a director, shall be the Chief
Executive Officer of the corporation and shall also have administration and direction of the day-
to-day business affairs of the corporation. He shall exercise the following functions:

a) To preside at the meetings of the Board of Directors and of the stockholders in the
absence of the Chairman of the Board of Directors;

b) To initiate and develop corporate objectives and policies and formulate long range
projects, plans and programs for the approval of the Board of Directors, including those for
executive training, development and compensation;

c) To have general supervision and management of the business affairs and property of
the corporation;

d) To ensure that the administrative and operational policies of the corporation are carried
out under his supervision and control;

e) Subject to guidelines prescribed by law, to appoint remove, suspend or discipline

employees of the corporation, prescribe their duties and determine their salaries;

f) To oversee the preparation of the budgets and the statement of accounts of the
corporation;

g) To prepare such statements and reports of the corporation as may be required of him
by law;

h) To represent the corporation at all functions and proceedings;

i) To execute on behalf of the corporation all contracts, agreements and other instruments
affecting the interests of the corporation which require the approval of the Board of Directors,
except as otherwise directed by the Board of Directors;

j) To make reports to the Board of Directors and stockholders;

 k) To sign certificates of stock;

l) To perform such other duties as are incident to his office or are entrusted to him by the
Board of Directors;

The President may assign the exercise or performance of any of the foregoing powers,
duties and functions to any other officer(s), subject always to his supervision and control.

Section 4. The Vice-President(s) - If one or more Vice- Presidents are appointed,

he/they shall have such powers and shall perform such duties as may from time to time be
assigned to him/them by the Board of Directors or by the President.

Section 5. The Secretary - The Secretary must be a resident and a citizen of the
Philippines. He shall be the custodian of and shall maintain the corporate books and record and
shall be the recorder of the corporation's formal actions and transactions. He shall have the
following specific powers and duties:

a) To record or see to the proper recording of the minutes and transactions of all meetings
of the directors and the stockholders and to maintain minute books of such meetings in the form
and manner required by law;

b) To keep or cause to be kept record books showing the details required by law with
respect to the stock certificates of the corporation, including ledgers and transfer books showing
all shares of the corporation subscribed, issued and transferred;

c) To keep the corporate seal and affix it to all papers and documents requiring a seal, and
to attest by his signature all corporate documents requiring the same;

d) To attend to the giving and serving of all notices of the corporation required by law or
these by-laws to be given;

e) To certify to such corporate acts, countersign corporate documents or certificates, and

make reports or statements as may be required of him by law or by government rules and
regulations;

f) To act as the inspector of the election of directors and, as such, to determine the
number of shares of stock outstanding and entitled to vote, the shares of stock represented at the
meeting, the evidence of a quorum, the validity and effect of proxies, and to receive votes,
ballots or consents, hear and determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or
performance of any or all the foregoing duties, powers and functions to any other person or
persons, subject always to his supervision and control;

g) To perform such other duties as incident to his office or as may be assigned to him by
the Board of Directors or the President.
 Section 6. Treasurer - The Treasurer of the corporation shall be its chief fiscal officer
and the custodian of its funds, securities and property. The Treasurer shall have the following
duties:

a) To keep full and accurate accounts of receipts and disbursements in the books of the
corporation;

b) To have custody of, and be responsible for, all the funds, securities and bonds of the
corporation;

c) To deposit in the name and to the credit of the corporation, in such bank as may be
designated from time to time by the Board of Directors, all the moneys, funds, securities, bonds
and similar valuable effects belonging to the corporation which may come under his control;

d) To render an annual statement showing the financial condition of the corporation and
such other financial reports as the Board of Directors, the Chairman, or the President, may, from
time to time require;

e) To prepare such financial reports, statements, certifications and other documents which
may, from time to time, be required by government rules and regulations and to submit the same
to the proper government agencies;

f) To exercise such powers and perform such duties and functions as may be assigned to
him by the President.

Section 7. Term of Office - The term of office of all officers shall be for a period of one
(1) year and until their successors are duly elected and qualified. Such officers may however be
sooner removed for cause.

Section 8. Vacancies - If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors by majority vote may
elect a successor who shall hold office for the unexpired term.

Section 9. Compensation - The by-laws officers shall receive such remuneration as the
Board of Directors may determine. All other officers shall receive such remuneration as the
Board of Directors may determine upon recommendation of the President. A director shall not be
precluded from serving the corporation in any other capacity as an officer, agent, or otherwise,
and receiving compensation therefor.

ARTICLE V

OFFICE
 Section 1. Office - The principal office of the corporation shall be located at the place
stated in Article III of the Articles of Incorporation. The corporation may have such other branch
offices, either within or outside the Philippines, as the Board of Directors may designate or as the
business of the corporation may, from time to time require.

ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditors - At the regular stockholders' meeting, the external auditor
or auditors of the corporation for the ensuing year shall be appointed. The external auditor or
auditors shall examine, verify and report on the earnings and expenses of the corporation and
shall certify the remuneration of the external auditor or auditors as determined by the Board of
Directors.

Section 2. Fiscal Year - The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December of each year.

Section 3. Dividends - Dividends shall be declared and paid out of the unrestricted
retained earnings which shall be payable in cash, property or stock to all stockholders on the
basis of outstanding stock held by them, as often and at such times as the Board of Directors may
determine and in accordance with law and applicable rules and regulations.

ARTICLE VII

AMENDMENTS

Section 1. Amendments - This by-laws may be amended or repealed by the affirmative

vote of at least a majority of the Board of Directors and the stockholders representing a majority
of the outstanding capital stock at any stockholders' meeting called for the purpose. However, the
power to amend, modify, repeal or adopt new by-laws may be delegated to the Board of
Directors by the affirmative vote of stockholders representing not less than two-thirds of the
outstanding capital stock; provided, however, that any such delegation of powers to the Board of
Directors to amend, repeal or adopt new by-laws may be revoked only by the vote of the
stockholders representing a majority of the outstanding capital stock at a regular or special
meeting.

ARTICLE VIII

SEAL

Section 1. Form and Inscriptions - The corporate seal shall be determined by the Board
of Directors.
 ARTICLE IX

ADOPTION CLAUSE

The foregoing by-laws was adopted by all the stockholders of the corporation on
_____________ at the principal office of the corporation.

IN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting

and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed our names
this _____________ at _____________ City, Philippines.

(SIGNATURES OF ALL INCORPORATORS)