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 duly
sworn 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 56-58
Madison 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 Directors
authorizes 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 plus
interest, 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, sign
and 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 the
circumstances. 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 aforesaid
proceeding(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 or
agency 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 following
acts 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, preliminary
conferences, 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;

(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 for
whatever legal purpose this may serve.
Affiant further sayeth naught.

CHRISTINE TAN-MANALANG
Corporate Secretary

Before me, appears the person of Christine Tan-Manalang presenting

the above Secretarys Certificate who is personally known to me or identified
by me through _______________________________ a competent evidence
of identity as defined by the 2004 Notarial Rules as the person who signs the
document and in my presence takes an oath or affirmation before me as to
such document.
Witness my hand and seal this _____ day of ____________ 20____.

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