Ongkiko Kalaw Manhit & Acorda Law Offices

October 7, 1998 Ongkiko Kalaw Manhit & Acorda Law Offices 8th Floor, PDCP Bank Bldg. 8737 Paseo De Roxas, Makati City Attention: Attys . Florante A . Bautista & Ma . Ethelwolda U . Napiza Gentlemen: This refers to your letter dated September 29, 1998 inquiring on whether or not, under the circumstances mentioned therein, HP ARTECH POWER CORPORATION can amend its Articles of Incorporation to reflect APPLIED RESEARCH TECHNOLOGIES PHILIPPINES, INC. as one of the original subscribers of the former corporation instead of the three alleged officers of the later corporation. Please be advised that the portions in the articles of incorporation, incorporating directors and the original subscribers cannot be changed or amended for the reason that said portions state an established or accomplished facts at the time of incorporation, just as the place and date of execution of the articles of incorporation cannot be changed. Owners/transferees of shares of stock who desire to be recognized as stockholders must secure a standing as such by having the ownership/transfer recorded in the stock and transfer book (STB) of the corporation, much would depend on the identities of the stockholders as appearing in the STB which is kept in the principal office of the corporation. The function of registration of stock ownership or transfer of shares in the STB of the corporation pertains to that of the corporate secretary or transfer agent. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department