Form No. 2--Articles of Incorporation eCommerce eBusiness Company

(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 upon domestic corporations of like nature in particular.

THIRD: That the place where the principal office of the corporation 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 _____________ (P_____________) PESOS in lawful money of the Philippines, divided into __________________________ (_________) shares with the a par value of _____________ (P_________) PESOS per share.

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

Name No. of Shares Subscribed Amount 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 qualified in accordance with the by-laws; and that as such Treasurer, (he/she) has been authorized to receive 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 or 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 _____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

SIGNED IN THE PRESENCE OF:

________________ _________________

(ACKNOWLEDGMENT)

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