SECRETARY’S CERTIFICATE

I, (name), Corporate Secretary of (name of corporation), a corporation organized and existing under the laws of the Philippines, with office address (address), after being duly sworn in accordance with law, do hereby certify that, at the meeting of the Board of Directors held at said office on (date of meeting) the following resolution was duly approved:

“RESOLVED, that (authoraized signatory), and/or any of the lawyers of the Law Offices of Roque & Butuyan, be as he is hereby authorized to sign and cause the preparation of a Complaint against Jose Miguel Arroyo, and to do all acts which would give effect to said Petition, with full and special power and authority to do and perform the following:

1. Sign and cause the preparation of the Complaint, and all other necessary motions and pleadings;
2. To negotiate, conclude, enter into and execute a compromise or amicable settlement of the case, under such terms and conditions as the law firm or any of its lawyers may deem just and reasonable;
3. To agree on a simplification of the issues;
4. To amend any of the pleadings. To obtain stipulation or admission of facts and of documents to avoid unnecessary proof;
5. To limit the number of witnesses;
6. To undertake a preliminary reference of the issues to a commissioner;
7. To submit this case to other modes of dispute resolution, including but not limited to, arbitration, mediation, and conciliation;
8. To move for the rendition of a judgment, or a summary judgment, or a dismissal of the action, should a valid ground exist therefor;
9. To move for or agree to a suspension of the present proceedings; and
10. To do and agree on such other matters as may aid in the prompt disposition of the action.

CORPORATE SECRETARY

SUBSCRIBED AND SWORN to before me this ___ day of ____________ 2006, affiant, personally known to and appearing before me, exhibited to me his Residence Certificate No. _____________ issued on ____________ at ___________.

Doc. No. ___;

Page No. ___;

Book No. ___;

Series of 2006.