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;
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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 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

 Articles of Incorporation
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Amado A. Castro Filipino

________________________

Patria A. Castro – Beltran Filipino

________________________
Ida Genevieve B. Lucila Filipino
________________________

Robert V. Lucila Filipino ________________________

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
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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

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. _____
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Series of ______