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ANNEX "A"

SECRETARY'S CERTIFICATE

T, NOLT G. CORTEL, Corporate Secretary of Ventura Thuber Corporation, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal offices at Zamora Street, Butuan City, to hereby certify that at the regular meeting of the Board of Directors of the Corporation held on May 23, 1991 at which a quorum was present, the following resolutions were unanimously approved:

"RESOLVED, AS IT IS HEREBY RESOLUTED, Mr. MARIO G. VIJUNGCO, President, as hereby is authorized to negotiate, on behalf of the corporation for the ?-sition of mining claims, mining rights and surface; rights from any person, entity or corporation and to enter into agreements (MPSA) for this purpose under terms and conditions he may deem beneficial for the corporations;

"RESOLVED FURTHER, that Mr. Vijungo is hereby authorized to sign and execute on behalf of the corporation any and all agreements, declarations of location of mining claims, applications for order of survey and mining lease and all other documents necessary for the acquisition and perfection of mining rights covering mining claims of the corporation and file the same with the respective government agencies as provided for under P.D. 463, as amended, and Consolidated Mines Administrative Order implementing P.D. 463 as amended;

RESOLVED FURTHERMORE, that Mr. Vijungo hereby is authorized to act as representative of the corporation for the foregoing purposes and to deal with any government agency or entity involving the Corporation mineral exploration, development and mining operations;

RESOLVED LASTLY, that any and all acts ? to the above which have been consummated by Mr. Vijungo prior to the adoption of these resolutions are hereby approved, confirmed and ratified."

IN WITNESS WHEREOF, I have hereunton set my hand this __th day of July, 1991 at Davao City, Philippines.

NOLI G. CORTEL

Corporate Secretary

REPUBLIC OF THE PHILIPPINES

CITY OF DAVAO

SS

SUBSCRIBED AND SWORN to before me this __th day of ________ 1991, affiant exhibiting to me his Residence Certificate No. 950694 issued at Butuan City on February 14, 1991.

BENJAMIN

Doc. No._____;

Page No._____;

Book No._____;

Series of 1991.ANNEX "B"



SKETCH MAP SHOWING THE AREA

APPLIED FOR

MINERAL PRODUCTION SHARING AGREEMENT



BY



VENTURA TIMBER CORPORATION