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S.RESOLUTIONS
<br />CERTIFIED COPY OF CERTAIN RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS WHEREBY THE MAIN-
<br />TENANCE OF TRADING ACCOUNTS HAS BEEN AUTHORIZED
<br />RESOLVED
<br />First Thai the Indrviduals listed in Part 2c of this Corporate Resolution are, and
<br />each or them hereby is, authorized and empowered, for and on behalf Ot th5
<br />Corporation (herein called the -Corporation') to establish and maintain one or more
<br />accounts wnich may be margin accounts with my Booker/Dealerand NFS (collectively,
<br />'You') for the purpose of purchasing, Investing in, 01 otherwise acquiring, selling
<br />(Including short sales in margin accounts), possessing, transfemng, exchanging, or
<br />otherwise disposing of, ortuming loaccountof, or realizing upon, and generallydealing
<br />In and web any and all forms of securities including, but not by way of limitation, shares,
<br />stocks, bonds, debentures, notes, scrip, participation certificates, rights to subscribe,
<br />certificates of deposit, mortgages, evidences of indebtedness, commercial paper,
<br />cenifieates of Indebtedness and certificates of interest of any and every kind and nature
<br />whatsoever, secured or unsecured, whether represented by first, participating and/or
<br />other certificates droll- remise.
<br />The fullest authority at all times Min respect to any such commitment or with respect
<br />10 any transaction deemed by any of the said officers andfor agents to be proper In
<br />connection therewith is hereby conferred, Including authority (without limiting the
<br />generality of the foregoing) to give written or oral instructions to You with respect to
<br />said transactions; to Donov money and secwities and to borrow suds money and
<br />securities from or trough You and to secure repayment thereof with the property of
<br />the Corporation; to bind and obligate the Corporation to and for the carrying out of
<br />any contend, arrangement, or transaction, which shall be entered into by any such
<br />officer and!or agent for and on behalf of the Corporation with or through You; t0 pay
<br />by checks, andlor drafts drain upon the funds of the Corporation such sums as may
<br />be necessary in connection with any of the said accounts; (to deliver securities and
<br />contracts to You); to deliver securities to!and deposit funds with You; to order the
<br />tansfer or delivery of securities to any other person whatsoever, andlor to order the
<br />transfer of retard of any securities, to any name selected by any of the said officers
<br />or agents; to affix the corporate seal 10 any documents or securities to any name
<br />selected by any of the said officers or agents; to affix the corporate seal to any
<br />documents or agreements, or otherwise to endorse any securities and/or contracts
<br />in order to pass title thereto; to direct the sale or exercise of any tights with respect
<br />to any securities; to sign for the Corporation all releases, powers of attorney, trading
<br />authorizations, Margin Agreements, Options Contracts and/or other documents in
<br />connection with any such account, and to agree to any terms or conditions to control
<br />any such account; to direct You to surrender any securities to the proper agent or
<br />party for the purpose of effecting any exchange or conversion, or for the purpose of
<br />deposit with any protective or similar committee, or otherwise; to accept delivery of
<br />any securities; to appoint any other person or persons to do any and all things which
<br />any of the sail officers anchor agents is hereby empowered to do, and generally to
<br />do and lake ati action necessary in connection with the account or considered
<br />desirable by such officer and/or agent with respect thereto,
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<br />Second: That You may deal with any and all of the persons directly or indirectly by
<br />the foregoing resolution empowered, as though they were dealing with the
<br />Corporation directly.
<br />Third: Thal the Secretary of the Corporation i5 hereby authorized, empowered and
<br />directed to certify, under the seal of the Corporation, 0r otherwise, to You:
<br />(a) a true copy of these resolutions;
<br />(b) specimen signatures of each and every person by these resolutions empowered;
<br />(5) a certificate (which, if required by You, shall be supported by an Opinion Of the
<br />general counsel of the Corporation, or other counsel satisfactory to You) that the
<br />Corporation is duly organized and existing, that its charter empowers it to
<br />transact the business by these resolutions defined, and that no limitation has
<br />been imposed upon such powers by the bylaws or otherwise.
<br />Fourth: That You may rely upon any certification given In accordance with these
<br />resolutions, as continuing fully effective unless and until You shall receive due written
<br />notice of a change in or rescission or authority 5o evidenced and the dispatch or
<br />receipt of any other fomw of notice shall not constitute a waiver of this provision, nor
<br />shall the fact that any person hereby empowered ceases to be an officer of the
<br />Corporation or becomes an officer under some other title, i0 any way affect the
<br />powers hereby conferred. The failure to supply any specimen signature shall not
<br />invalidate any transaction if the transaction is In accordance with authority actually
<br />granted.
<br />Fifth: That In the event of any change In the office or powers of persons hereby
<br />empowered, the Secretary shall certify such changes to You in writing in the manner
<br />herein above provided. which notification, wren received, shall be adequate boor to
<br />terminate the powers or the persons theretofore authorized, and to empower Inc
<br />persons thereby substituted.
<br />Sixth: That the foregoing resolutions and the certificates actually furnished to You by
<br />the Secretary of the Corporation pursuant thereto, be and they hereby are made
<br />inevocale until written notice of the revocation thereof shall have been received by You.
<br />Seventh: That the Corporation and its officers indemnifies and holds You harmless
<br />from any claim, loss, expense or other liability for effecting any transactions and
<br />acting upon any instructions given by the officers or Secretary of the Corporation.
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