(STOCK)

ARTICLES OF INCORPORATION
OF
ALPHA, INC.
(Name of Corporation)
Know All Men By These Presents:
The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines.
THAT WE HEREBY CERTIFY THAT:
FIRST: The name of this corporation shall be:
ALPHA, INC.
SECOND: (A.) The primary purpose of this corporation is:

1.
To engage in the business of a holding company; to buy and
hold shares of other companies, whether common, preferred,
treasury, founders or other kinds of shares, either by
subscribing to the unissued shares of the capital stock in public
or private offerings or by purchasing the shares of other
stockholders by way of assignment in private sale; to invest in
the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or
assignment; to sell, dispose, assign, pledge or convey any or
all of its shareholdings in other companies in favor of qualified
persons by way of private sale, assignment or other forms of
private conveyance, all in accordance with the Corporation
Code, the Securities Act and other applicable laws and
regulations;

2. To engage in the business of a holding company; to buy and
hold shares of other companies, whether common, preferred,
treasury, founders or other kinds of shares, either by
subscribing to the unissued shares of the capital stock in public
or private offerings or by purchasing the shares of other
stockholders by way of assignment in private sale; to invest in
the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or
assignment; to sell, dispose, assign, pledge or convey any or
all of its shareholdings in other companies in favor of qualified
persons by way of private sale, assignment or other forms of
private conveyance, all in accordance with the Corporation
Code, the Securities Act and other applicable laws and
regulations;

3. To vote its shareholdings in other companies and exercise all
the rights of a shareholder under the Corporation Code and
applicable laws;

4. To do other acts and things, necessary, desirable or
appropriate for the attainment of the foregoing purposes.

(B) The secondary purpose of the corporation is: to acquire,
maintain and dispose of properties necessary to keep the
company in operation and to perform other acts and things
secondary or incidental to the primary purpose of the
corporation.

(C) The corporation shall have all the express powers of a
corporation as provided for under Section 36 of the Corporation
Code of the Philippines.
THIRD: The place where the principal office of the corporation is to be
established is at Metro, Manila, Philippines.
FOURTH: The term for which the corporation is to exist is fifty (50) years from
and after the date of issuance of the certificate of incorporation.
FIFTH: The names , nationalities, and residences of the incorporators are as
follows:

Name Nationality Address
Levin F. Jones U. S.
254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro Manila
Sheila B. Jones Filipino
254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro Manila
Claudine Felipe Filipino
515 Celeridad St.,
Pasay City, Metro Manila
Victor R. Nable Filipino
Blk. 32, Lot 18,
Soldiers Hill Subdivision,
Muntinlupa City
Wella Montinola Filipino
9671-C, Pililla St., Rizal Village
Makati City
SIXTH: That the number of directors of said corporation shall be five (5)
and that the incorporators shall constitute the first board of directors.
SEVENTH: The authorized capital stock of the corporation is PESOS:
FIVE HUNDRED THOUSAND (P500,000.00) in lawful money of the
Philippines, divided into FIVE THOUSAND (5,000) SHARES, with a par
value of PESOS: ONE HUNDRED (PHP 100.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been
subscribed and at least 25% of the total subscription has been paid as
follows:

Name Nationality
No of
Shares
Subscribed
Amount
Subscribed
Amount
Paid
Levin F. Jones U. S. 600 P60,000.00 P35,000.00
Sheila B. Jones Filipino 735 P7,350.00 P2,000.00
Claudine Felipe Filipino 50 P5,000.00 P200.00
Victor R. Nable Filipino 50 P5,000.00 P200.00
Wella
Montinola
Filipino 65 P6,000.00 P100.00
Total 1,500 P150,000.00 P37,500.00
NINTH: No transfer of stock or interest which would reduce the stock
ownership of Filipino citizens to less than the required percentage of the
capital stock as provided by existing laws shall be allowed or permitted
to be recorded in the proper books of corporation and this restriction
shall be indicated in the stocks certificates issued by the corporation.
Furthermore, no transfer of stock in favor of parties other than existing
stockholders shall be registered in the books of the corporation unless
the same is first tendered to the corporation or other existing
stockholders under the same terms and conditions, the same offer to be
effective for a period not exceeding thirty (30) days from such tender.
TENTH : That Sheila F. Jones has been elected by the subscribers as
treasurer of the corporation to act as such until her successor is duly
elected and qualified in accordance with the by-laws; and that as such
Treasurer, she has been authorized to receive, for and in the name of
the corporation, all subscriptions paid in by the subscribers.
ELEVENTH: 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 set our hand this 18th day of
November 1999 in Makati City, Metro Manila.

LEVIN F. JONES SHEILA B. JONES

CLAUDINE FELIPE VICTOR R. NABLE

WELLA MONTINOLA

WITNESSES:
_________________ __________________

ACKNOWLEDGMENT

Republic of the Philippines)
Makati City, Metro Manila )

BEFORE ME, a notary public for and in the City of Makati, Metro Manila, Philippines,
this ___ day of November 1999, personally appeared:

Name CTC/Passport No. Date Place

all known to me to be the same persons who executed the foregoing Articles of
Incorporation and they acknowledged to me that the same is of their free and
voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the date and at the place first above written.

Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 2000..







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