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Republic of the Philippines }

_____________________ } S.S.

SECRETARY'S CERTIFICATE

I, CHRISTINE TAN-MANALANG, Filipino, of legal age, with office address

at 56-58 Madison Street, Up-Town Building, Mandaluyong City, and after being dulysworn in accordance with law, depose and state that:

1. I am the duly elected and incumbent Corporate Secretary of UP-TOWN

INDUSTRIAL SALES, INC., a domestic corporation with office address at 56-58Madison Street, Up-Town Building, Mandaluyong City.

2. During the Special Meeting of the members of the Board of Directors held on_________________ at its above-stated office, the following resolution was duly

adopted:

RESOLVED, as it is hereby resolved, that the Board of Directorsauthorizes the filing of the appropriate civil and/or criminal action(s)

against the DEPARTMENT OF AGRICULTURE-BUREAU OF

FISHERIES & AQUATIC RESOURCES for the recovery money plusinterest, penalty, charges and other incidental legal expense, and the

enforcement of their administrative, civil obligations and/or criminal

liability (if any);

RESOLVED further, that MR. PABLO A. MENDOZA and/or MR.

ALEXANDER M. VIADO, are hereby duly appointed as the corporations

representative and are authorized by the Board to prepare, execute, signand file the corresponding complaints, petitions and/or other pleadings

necessary to initiate and prosecute whatever legal action(s),

administrative, civil or criminal, may be appropriate under thecircumstances. As the corporations representative, they are likewise

authorized to appear on behalf of the corporation and represent it during

the pre-trial conferences, preliminary conferences, mediation or arbitration

proceedings, and succeeding hearings or trials of the aforesaidproceeding(s) or case(s). Mr. Mendoza and/or Mr. Viado, including any

other officers, employees or agents of the corporation who may have

personal or direct knowledge of the outstanding accounts are likewise duly

authorized to appear in all hearings of the case(s), testify in any court oragency or act as witnesses and to appear in the corporations behalf;

RESOLVED finally, that the Law Offices of INES &VILLACARLOS, including any of its lawyers, are hereby appointed as the

corporations true and lawful attorney-in-fact and for this purpose, are

authorized, for its name, place and stead, to do and perform the followingacts and things (a.) to appear for and represent the corporation, with or

without the two (2) representatives mentioned-above, in the

administrative, criminal and/or civil case to be filed against any or all of

the above-named, including in the pre-trial conferences, preliminaryconferences, mediation or arbitration proceedings, and all succeeding trials

of said case; (b.) to enter into an amicable settlement and/or compromise

agreement if deemed necessary and for our benefit; (c.) to do whatever is

necessary or appropriate in accordance with Rule 18 of the Rules of Court;

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(d.) to perform any act and thing necessary to be done in or about the

premises as it may deem best.

3. This certificate is executed to attest to the truth of the foregoing and forwhatever legal purpose this may serve.

Affiant further sayeth naught.

CHRISTINE TAN-MANALANG

Corporate Secretary

Before me, appears the person of Christine Tan-Manalang presentingthe above Secretarys Certificatewho is personally known to me or identifiedby me through _______________________________ a competent evidenceof identity as defined by the 2004 Notarial Rules as the person who signs thedocument and in my presence takes an oath or affirmation before me as tosuch document.

Witness my hand and seal this _____ day of ____________ 20____.

Doc. No. _________;

Page No. _________;

Book No. _________;

Series of _________.