MINUTES OF THE SPECIAL MEETING OF

THE BOARD OF DIRECTORS OF

RPRP VENTURES MANAGEMENT AND DEVELOPMENT CORPORATION
HELD ON ______________ AT 2010 PRESTIGE TOWER,
F. ORTIGAS JR. ROAD, SAN ANTONIO, PASIG CITY


PRESENT: RAFAEL PIJUAN PUNO (Chairman)
RODOLFO P. PUNO, JR.
RAFAEL B. ZIALCITA (SECRETARY)
RACHEL JULIANA
RYAN G. PUNO

ABSENT;


Rafael P. Puno, the Chairman of the Board called the meeting to order
after the Corporate Secretary, Rafael B. Zialcita, certified as to the existence of
a valid quorum.

The Chairman informed the Board that its sister company, FILCOMSERVE,
INC., is requesting the corporation to allow some of its condominium units
located at Sofia Tower Condominium, No.85, Don A. Roces Avenue, Laging
Handa, Quezon City, particularly described as follows:

Unit CTC No. Area
1. 902 N-61600 46.50
2. 907 N-61606 47.50
3. 911 N-61610 40.50
4. 912 N-61611 47.50
5. 913 N-61612 46.50
6. 915 N-61614 46.50
7. 916 N-61615 46.50
8. 919 N-61618 47.50
9. 920 N-61619 40.50
10. 923 N-61622 40.50
11. 924 N-61623 47.50
12. 1007 N-61630 46.50
13. 1011 N-61634 40.50
14. 1012 N-61635 47.50
15. 1013 N-61636 46.50
16. 1014 N-61637 46.50
17. 1015 N-61638 46.50
18. 1016 N-61639 46.50
19. 1017 N-61640 46.50
20. 1019 N-61642 47.50
21. 1103 N-61650 46.50
22. 1107 N-61654 47.50
23. 1108 N-61655 40.50
24. 1113 N-61660 46.50
25. 1114 N-61661 46.50

to be mortgaged with China Banking Corporation to secure the payment of the
credit facilities which said Filcomserve, Inc. is negotiating with the said bank,
including renewals, extension and/or roll-over thereof, as well as those which
may thereafter be granted to said sister company.

After a brief deliberation and upon motion duly seconded, the Board of
Directors unanimously passed and adopted the following resolutions, to wit:

RESOLVED, as it is hereby resolved, that corporation be authorized
and empowered to mortgage and encumber the following
Condominium Units in Sofia Tower its parcel of land located at 85
Don A. Roces Ave., Quezon City particularly described as follows:

Unit CTC No. Area
1. 902 N-61600 46.50
2. 907 N-61606 47.50
3. 911 N-61610 40.50
4. 912 N-61611 47.50
5. 913 N-61612 46.50
6. 915 N-61614 46.50
7. 916 N-61615 46.50
8. 919 N-61618 47.50
9. 920 N-61619 40.50
10. 923 N-61622 40.50
11. 924 N-61623 47.50
12. 1007 N-61630 46.50
13. 1011 N-61634 40.50
14. 1012 N-61635 47.50
15. 1013 N-61636 46.50
16. 1014 N-61637 46.50
17. 1015 N-61638 46.50
18. 1016 N-61639 46.50
19. 1017 N-61640 46.50
20. 1019 N-61642 47.50
21. 1103 N-61650 46.50
22. 1107 N-61654 47.50
23. 1108 N-61655 40.50
24. 1113 N-61660 46.50
25. 1114 N-61661 46.50

For the purpose of securing the obligations incurred or which may
hereafter maybe incurred by the Corporation and/or Filcomserve, Inc. in whose
financial success the Corporation has financial interest, with CHINA BANKING
CORPORATION irrespective of the amount including any renewals, extensions
and/or roll-over thereof.

RESOLVED FURTHER, as it is hereby resolved to empower and authorize any
one (1) of the following officers, namely:

Name Position Signature

RAFAEL PIJUAN PUNO PRESIDENT ____________

RODOLFO P. PUNO, JR. CFO ____________

to sign, execute and deliver any and all kinds of contracts, agreement, or other
papers and documents, including but not limited to surety agreement,
mortgages, pledge, assignment, and the like, in order to effectuate the
foregoing powers.

RESOLVED FINALLY that CHINA BANKING CORPORATION be furnished a copy of
foregoing resolutions for its guidance and may continue to rely on the authority
conferred thereon, including the renewal, extension, increase, roll-over and/or
restructuring thereof, unless and except to the extent that the foregoing
resolutions shall be revoked or modified by any subsequent resolution of the
Board of Directors of the Corporation.


Certified True and Correct:


RAFAEL B. ZIALCITA
CORPORATE SECRETARY

ATTESTED BY:


RAFAEL P. PUNO
President




RODOLFO P. PUNO, JR. RACHEL JULIANA
Director Director




RYAN G. PUNO
Director