Philippines BOARD RESOLUTION NO. 2 Series 1994 RESOLVED by the undersigned members of the Board of Directors of Franziska's Beach Resort, Incorporated to reiterate the decision to sell the parcel of land, Lot 4557-B of subdivision plan Psd-07-01-001446, situated in Jubay, Liloan, Cebu, Philippines, covered by Transfer Certificate of Title No. T.P. 4016 in the name of Franziska's Beach Resort Incorporated,under such terms and conditions best obtainable in the premises; RESOLVED further to revoke the authority to sell granted to Virginia C. Baruffol by virtue of Board Resolution dated May 23, 1994 and hereby granting exclusive authority to Mr. Renato Baruffol in his capacity as Chairman and President of the Corporation, to sign, execute, and deliver whatever papers or documents necessary in behalf of the Corporation to effect and implement this Resolution. RESOLVED finally by the Board to appoint Mr. Paulino B. Abarca as the new Secretary of the Corporation effective immediately upon approval of this resolution. Done this 7th day of December, 1994 in Liloan, Cebu, Philippines. RENATO BARUFFOL FRANZISKA BARUFFOL PAULINO B. ABARCA HENRY Y. RODRIGO JEPHEN M. ENILOG FRANZISKA'S BEACH RESORT, INCORPORATED Jubay, Liloan, Cebu Philippines SECRETARY'S CERTIFICATE I, PAULINO B. ABARCA, Secretary of the Corporation, hereby certify that the following is a correct and true copy of a resolution duly approved at a special meeting of the Board of Directors of the said Corporation held at its office in Liloan, Cebu on the 7th day of December, 1994, and that the said resolution is in full force and effect, revoking, amending and/or modifying previous resolutions then in force and which resolution reads as follows: " RESOLVED by the undersigned members of the Board of Directors of Franziska's Beach Resort, Incorporated to reiterate the decision to sell the parcel of land, Lot 4557-B of subdivision plan Psd-07-01-001446, situated in Jubay, Liloan, Cebu, Philippines, covered by Transfer Certificate of Title No. T.P. 4016 in the name of Franziska's Beach Resort Incorporated, under such terms and conditions best obtainable in the premises; RESOLVED further to revoke the authority to sell granted to Virginia C. Baruffol by virtue of Board Resolution dated May 23, 1994 and hereby granting exclusive authority to Mr. Renato Baruffol in his capacity as Chairman and President of the Corporation, to sign, execute, and deliver whatever papers or documents necessary in behalf of the Corporation to effect and implement this Resolution. RESOLVED finally by the Board to appoint Mr. Paulino B. Abarca as the new Secretary and Treasurer of the Corporation effective immediately upon approval of this resolution." IN WITNESS WHEREOF, I have hereunto affixed my signature and this 8th day of December, 1994. PAULINO B. ABARCA Corporate Secretary