Puruganan Chato Tan & Eleazar

November 20, 1998 Puruganan Chato Tan & Eleazar C/o Atty. Fides C. Cordero-Tan 8th Floor, Strata 200 Building Emerald Avenue, Ortigas Center Pasig City Gentlemen: This refers to your letter dated November 6, 1998 requesting confirmation of your opinion that the proposal of your client corporation to purchase on credit a substantial part of its issued shares of stock into treasury where payment will be made only when covering unrestricted retained earnings exist is a valid corporate act under the circumstances stated in your letter. Please be advised that the Commission interposes no objection on the above proposal, provided the following conditions are complied with: 1. The shares to be acquired are fully paid; 2. Payment for the re-acquisition shall be made only when there is covering unrestricted retained earnings; 3. Any partial payment made shall be applied pro-rata on the outstanding obligations; 4. No payment shall result to the prejudice of creditors; 5. In the event of dissolution of the corporation, the unpaid obligations on the treasury shares shall be subordinated to the other liabilities of the corporation; and 6. The situation shall be fully disclosed to all the prospective stockholders of the corporation. Very truly yours, (SGD.) FE ELOISA C. GLORIA Officer-In-Charge