FORM NO. 81.

Articles of Incorporation
eCommerce/eBusiness Company

ARTICLES OF INCORPORATION
OF
_________________SYSTEMS AND ELECTRONICS, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the Philippines, Filipinos,
have on this day, voluntarily associated ourselves together for the purpose of forming a
stock corporation under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be ______________________

SYSTEMS AND ELECTRONICS, INC.

SECOND: That the specific purposes for which said Corporation is formed are:

PRIMARY PURPOSE:
To engage in e-commerce business, including but not limited to the establishment
and maintenance of storefronts and sites for e-Marketplaces, e-Trading, and other
electronic business applications and services; to acquire, develop and market platforms,
systems, or applications for business-to-business integration and business-to-consumer
solutions for e-Trading communities; to develop, acquire, sell, or otherwise deal in end-to-
end networking products and intelligent network services and applications that support e-
commerce network solutions; to acquire, import, export, sell, market or otherwise deal in
electronic products and equipment, computer systems, peripherals and accessories, and To
engage in any other business or undertaking that is expedient and/or connected with or
related to e-Commerce in all its aspects, Internet, Cyberspace, Computer Systems and
Electronics.

SECONDARY PURPOSES:
To do and perform all acts and things necessary, and suitable or proper for the
accomplishment of any of the purposes or the attainment of anyone or more of the objects
herein enumerated, within or without the Philippines, and in any and all foreign countries,
and to do everything necessary, desirable or incidental to the accomplishment of the
purposes or the exercise of any one or more of the powers herein enumerated, or powers
and authorities conferred upon corporations organized under the laws of the Republic of
the Philippines in general, and n upon domestic corporations of like nature in particular.

THIRD: That the place where the principal office of the corporations is to be
established or located is at ____________________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _______________
(_________) years from and after the date of issuance of the Certificate of Incorporation.
 FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

Name Nationality Residence

_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________

SIXTH: That the number of directors of the Corporation shall be five (5) and that
the names, nationalities and residence of the Directors of said Corporation who shall act as
such until their successors are elected and have qualified as provided for in the by-laws
are as follows:

Name Nationality Residence

_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________

SEVENTH: That the authorized capital stock of the Corporation is _____________

(₱ ___________) PESOS in lawful money of the Philippines, divided into _____________
(₱ ____________) PESOS per shares with the par value of ______________ (₱ _______)
PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully
subscribed representing the sum of _______________________ (₱ ____________)
PESOS, Philippine Currency, and at least twenty-five (25%) per cent of the total
subscription had been paid as follows:

Name No. of Shares Amount

Subscribed Paid-In
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________
_____________________ ____________________ _______________________

NINTH: That ____________ has been elected by the subscribers as Treasurer of

the corporation to act as such until his/ her successor is duly elected and qualitied in
accordance with the by-laws; and that as such Treasurer (he/she) has been authorized to
received for and in the name and for the benefit of the corporation, all subscriptions paid
by the subscribers.

TENTH: That no transfer of stocks or interest therein which will reduce the
ownership of Filipino citizens to less than the percentage of the capital stock required by
law shall be allowed permitted to be recorded in the Corporate Books and this restriction
shall be indicated in all the stock certificates issued by the corporation.
 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 hereunto affixed our signatures this ______

day of __________, 2 _____, at the City of ______________, Philippines.
(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF

___________________________ __________________________

ACKNOWLEDGMENT