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SECRETARY'S CERTIFICATE



           1. That I am the Corporate Secretary of ______Corporation with office address at ____;

           2. That at a duly convened meeting of the Board of Directors held last ______, where a quorum was present, the following resolutions were unanimously approved, to wit:

           "RESOLVED, that the President, Mr. _____, be authorized, as he is hereby duly authorized, to negotiate for a loan from _____Bank in the amount of P1,000,000.00 to be secured by the corporation's Cavite property and authorizing him further to sign for and in behalf of the corporation any and all papers and documents relative thereto."

           3. That the foregoing resolutions are true and correct and that it has not been amended or superseded up to this date.

           IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of May, 2003 at the City of Manila, Philippines.




Signature of Corporate Secretary

(JURAT)





***This document is usually executed
      by a Corporate of a corporation to
      show excerpt of resolution/s promulgated
      by the Board of Directors.





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