Letter of Undertaking

LETTER OF UNDERTAKING

_________ __, 20__

Branch: { }

Sir:

I would like to open an account in my name as Treasurer-in-Trust for { }, a corporation in the process of incorporation and, in support thereof, I am submitting herewith the following:

1. Proposed Articles of Incorporation duly signed by all incorporators.

2. Proposed by laws duly signed by all incorporators.

3. Treasurer’s Affidavit which I have executed.

I hereby represent and warrant that:

1. I am qualified to act as a Treasurer.

2. The incorporators have duly executed the Proposed Articles of Incorporation and By-laws and does the signatures of the Incorporators thereon are genuine.

3. The funds deposited are clean and free from any lien, restrictions, and conditions or hold out.

4. The funds deposited maybe withdrawn in behalf of the proposed corporation upon presentation of proof due to corporation.

In case of changes in the incorporators, I hereby agree to submit the waiver by the incorporators’ concerned of his rights to the funds on deposit and his withdrawal as an Incorporator.

In case of my change in the name of the proposed Corporation or incase I am changed as Treasurer for any cause, I hereby agree to submit a Certification to that effect signed by all incorporators.

Upon incorporation, I hereby undertake to submit the following:

1. Machine Copy of the Certificate of Filing the Articles of Incorporation and By-Laws issued by SEC (Certified true as copy by the SEC or the original shown to you for comparison).

2. One set of the machine copy of the Articles of Incorporation duly stamped received by SEC (Certified true as copy by the SEC or the original shown to you for comparison).

3. One set of the machine copy of the By-Laws duly stamped received by SEC (Certified true as copy by the SEC or the original shown to you for comparison).

4. Secretary’s Certificate of Board Resolution, duly attested by the President authorizing the Corporation to:

1. (i) Open an account with your depository bank; and

(ii) Designate/Authorize the signatories who will sign execute and deliver the application to open and to sign, execute, deliver and/or endorse the withdrawal slips, receipts, checks, drafts, orders of payment or otherwise.

2. In case that the funds will be withdrawn, designate the signatory who is authorized to withdraw the funds and sign the withdrawal slip, receipt, check, draft, order of payment or otherwise.

In the event the incorporators decide not to proceed with the incorporation, I agree that the funds on deposits can be withdrawn only upon the compliance of the following:

1. Return of the Bank Certification (original and duplicate copies) that you issued on the funds on deposit with you.

In case of loss of the Bank of Certification, a certification from SEC that the Articles of Incorporation and By-Laws of the proposed corporation has been withdrawn. I will, further, submit a certification that the Bank certification has been lost.

2. Issuance of Special Power of Attorney duly signed by all the incorporators authorizing me to withdraw the funds deposited with you.

I hereby agree to indemnify and hold you, your officers, employees, fee and harmless from any damage, liability, claim, actin or suit arising out of, or in connection with, the opening of the aforesaid account.

Very truly yours,

{ }

Conforme: (Names and Signatures of all Incorporators)

_____________________________                              _____________________________

{ }                                                                                       { }

_____________________________                            _____________________________

{ }                                                                                       { }

___________________________

{ }