This Manual shall institutionalize the principles of good corporate governance in the entire organization. Corporate governance is understood by the Corporation to mean the framework of rules, systems and processes in the company that governs the performance of the Board of Directors and Management of their respective duties and responsibilities to the Corporation's stockholders and other stakeholders which include, among others, customers, employees, suppliers, financiers, government and the community in which it operates.

The Board of Directors, Management, Officers, employees and shareholders believe that corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake every effort necessary to create awareness thereof within the organization as soon as possible.

2 COMPLIANCE SYSTEM
2.1. Compliance Officer

2.1.1. To insure adherence to corporate principles and best practices, the Board of Directors shall appoint a Compliance Officer who shall hold the position of a Vice President or its equivalent. He shall have direct reporting responsibilities to the Chairman of the Board.

2.1.2. He shall perform the following duties:

Monitor compliance with the provisions and requirements of this Manual and the rules and regulations of the regulatory agencies;

Appear before the Securities and Exchange Commission ("SEC") upon summons on relevant matters that need to be clarified by the same;

Determine violation/s of the Manual and recommend penalty for violation thereof for further review and approval of the Board;

Attest on the extent of the Corporation's compliance with this Manual and the SEC code of corporate governance, explaining the reason/s of the latter's deviation from the same, in each case where necessary or required by applicable laws, rules and regulations; and

Identify, monitor and control compliance risks.

2.1.3. The appointment of the Compliance Officer shall be immediately disclosed to the SEC on SEC Form 17?C. All correspondence relative to his functions as such shall be addressed to the Compliance Officer.

2.2. Plan of Compliance