<PAGE>
CERTIFICATE OF RESOLUTION
CHARTWELL INTERNATIONAL, INC.
A NEVADA CORPORATION
I, Alice M. Gluckman, Corporate Secretary of Chartwell International, Inc., a
corporation duly organized and existing under the laws of the State of Nevada,
herein called the "Corporation," hereby certify that the following is a true
copy of a resolution adopted by the Board of Directors of the Corporation on
October 27, 1999.
RESOLVED, the Company directs and empowers its officers and directors to prepare
and execute the option documents required to reflect the following changes:
<TABLE>
<CAPTION>
Expiration New Expiration
Option Holder # of Shares Date Date
------------- ----------- ---------- ---------------
<S> <C> <C> <C>
Family Jewels II LP * 4,354,110 6/1/03 8/1/05
The Chartwell Group, Inc. * 3,062,680 6/1/03 8/1/05
Dr. Janice A. Jones * 3,500,000 6/1/03 8/1/05
Dr. Janice A. Jones * 6,000,000 8/1/02 8/1/05
Dr. Janice A. Jones * 1,680,000 7/31/02 8/1/05
Warrant Transfer from
KT Mao for Janice A. Jones* 1,500,000 1/2/02 8/1/05
John J. Grace 1,500,000 3/5/04 8/1/05
John J. Grace 1,500,000 6/1/03 8/1/05
John J. Grace 2,000,000 11/1/02 8/1/05
</TABLE>
RESOLVED FUTHER, that the officers of the Corporation be, and they hereby are,
authorized, empowered and directed to take all further action necessary and
proper to consummate the transactions contemplated by the foregoing resolutions,
including, without limitation the delivery or the execution of any and all other
limitations, agreements, consents, and any other documents of any kind or
character whatsoever required to enable the Corporation to consummate the
actions contemplated by the Minutes of the meeting and to do such other acts and
things as such officers in his or their sole discretion may from time to time
deem necessary or advisable to effectuate the intent of the foregoing
resolutions or any of them, all of which actions are hereby, in all respects,
ratified, confirmed, and approved, regardless of whether such actions antedate
or succeed the date thereof.
Chartwell International, Inc.
/s/ Alice M. Gluckman
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Alice M. Gluckman, Corporate Secretary
