EXHIBIT 4
CERTIFICATE OF DETERMINATION SERIES A
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CERTIFICATE OF DETERMINATION
OF
THE PRIVILEGES, RIGHTS AND PREFERENCES
OF
THE SERIES A CONVERTIBLE PREFERRED STOCK, $5.00 Par Value
OF
CYBERUNI.ORG, INC.
(A California Corporation)
The undersigned, George V. Franich and Peter J. Caccioppoli,
hereby certify that:
1. They are the duly elected and acting President and
Secretary, respectively, of cyberuni.org, Inc., a California
corporation (the "Corporation").
2. The Corporation is authorized to issue five million
(5,000,000) shares of Preferred Stock. The number of shares being
authorized in the series of Preferred Stock designated as "Series A
Convertible Preferred Stock, $5.00 Par Value" is 1,050,000. No shares
of said Series A Convertible Preferred Stock, $5.00 Par Value, have
been issued.
3. Under authority given by the Corporation's Articles of
Incorporation, the Board of Directors has duly adopted the following
recitals and resolutions:
WHEREAS, the Articles of Incorporation of the Corporation
provide for a class of shares known as Preferred Stock, issuable from
time to time in one or more series; and
WHEREAS, the Board of Directors of the Corporation is
authorized to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed on any wholly unissued series of
Preferred Stock, to fix the number of shares constituting any such
series, and to determine the designation thereof, or any of them; and
WHEREAS, the Corporation has not issued any shares of such
Series A Convertible Preferred Stock, $5.00 Par Value and the Board of
Directors of this Corporation desires to determine the rights,
preferences, privileges, and restrictions relating to this series of
Preferred Stock, and the number of shares constituting and the
designation of said series;
RESOLVED, that the Board of Directors hereby determines the designation
of, number of shares constituting, and the rights, preferences, privileges, and
restrictions (in addition to those set forth in the Corporation's Articles of
Incorporation) relating to said Series A Convertible Preferred Stock, Par Value
$5.00 as follows:
I Designation
This series of Preferred Stock shall be designated "Series A
Convertible Preferred Stock, Par Value $5.00 Per Share" (referred to hereinafter
as the "Preferred Stock, Series A").
II Number of Shares
The number of shares constituting the Preferred Stock, Series
A shall be One million and fifty thousand (1,050,000).
III Par Value
The par value of the Preferred Stock, Series A shall be $5.00
per share.
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IV Voting
The Preferred Stock, Series A shall have one vote per common
share on the basis as though immediately prior to the vote the Preferred Stock,
Series A had been converted into Common Stock.
V Preference on Liquidation
In the event of a liquidation of the Corporation, the
Preferred Stock, Series A (and any other series of Preferred Stock granted a
preference on liquidation over the Common Stock) shall have a first claim over
and above the Common Stock on the net assets of the Corporation in the amount of
$5.00 per share (the "Series A Liquidation Preference;" or the liquidation
preference of any other series of Preferred Stock). The net assets shall be
those assets remaining after payment of the liabilities of the Corporation and
prior to any distribution to the shareholders holding Common Stock. In the event
the net assets are not sufficient to return the Series A Liquidation Preference
to the Preferred Stock, Series A and the liquidation preference of any other
Preferred Stock, the holders of the Preferred Stock, Series A shall share with
any other outstanding series of Preferred Stock which has been granted a
preference on liquidation, if any, on a pro rata basis in proportion to the
dollar amount of the par value of their respective holdings. In the event the
net assets are sufficient to return the Series A Liquidation Preference, as well
as any liquidation preference for any other outstanding series of Preferred
Stock which has been granted a preference on liquidation, if any, then the
Preferred Stock, Series A, shall be entitled to share in any additional
distributions on liquidation with any other outstanding series of Preferred
Stock which has been granted a preference on liquidation, if any, on a pro rata
basis in proportion to the dollar amount of the par value of their respective
holdings, and pro rata with the Common Stock on the basis as if the Preferred
Stock, Series A and any other class of Preferred Stock had been converted into
Common Stock immediately prior to the liquidation.
VI Conversion
The holders of Preferred Stock, Series A shall have conversion
rights as follows (the "Conversion Rights"):
(a) Right to Convert; Conversion Price. Each share of Preferred Stock,
Series A shall be convertible, without the payment of any additional
consideration by the holder thereof and at the option of the holder
thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for the Preferred
Stock, Series A, into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing $5.00 by the
Conversion Price, determined as hereinafter provided, in effect at the
time of conversion and by adding thereto the product determined by
dividing the amount of all accrued and unpaid dividends on such share
of Preferred Stock, Series A by the lower of (1) $5.00 or (2) in the
event of a conversion upon or following the initial public offering of
Common Stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, the actual initial public offering
price per share. The Conversion Price for purposes of calculating the
number of shares of Common Stock deliverable upon conversion without
the payment of any additional consideration by the holder of Preferred
Stock, Series A (the "Conversion Price") shall initially be $5.00 per
share of Common Stock. Such initial Conversion Price shall be subject
to adjustment, in order to adjust the number of shares of Common Stock
into which Preferred Stock, Series A is convertible, as hereinafter
provided.
(b) Mechanics of Conversion. Before any holder of Preferred Stock,
Series A shall be entitled to convert the same into full shares of
Common Stock, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation
or of any transfer agent for the Preferred Stock, Series A, and shall
give written notice to the Corporation at such office that such holder
elects to convert the same and shall state therein the name of such
holder or the name or names
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of the nominees of such holder in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. No
fractional shares of Common Stock shall be issued upon conversion of
any shares of Preferred Stock, Series A. In lieu of any fractional
shares of Common Stock to which the holder would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the
then effective Conversion Price. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder
of Preferred Stock, Series A, or to such holder's nominee or nominees,
a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid, together with cash
in lieu of any fraction of a share. Such conversion shall be deemed to
have been made immediately prior to the close of business on the date
of such surrender of the shares of Preferred Stock, Series A to be
converted, and the person or persons entitled to receive the shares of
Common Stock issuable upon conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such
date.
(c) Automatic Conversion.
(i) Each share of Preferred Stock, Series A shall automatically be
converted into shares of Common Stock, in the manner provided in
Section VI(a), as follows:
(A) At such time as the fiscal year-end balance sheet of the
corporation, prepared in accordance with generally accepted
accounting principles, shows a net tangible book value of
seven dollars and fifty cents ($7.50) or more per share for
each share of the Preferred Stock, Series A, said stock shall
be automatically converted into Common Stock of the
corporation on a share-for-share basis on the sixtieth (60th)
day following the fiscal year end of the fiscal year in which
the book value per share of Preferred Stock, Series A was
found to be seven dollars and fifty cents ($7.50) or more per
share.
(B) If at any time while there are shares of Preferred Stock,
Series A issued and outstanding there is to be a sale or
transfer of all, or substantially all, of the Corporation's
properties or assets, or a sale of at least fifty percent
(50%) of all shares of the Corporation's Common and Preferred
stock then outstanding regardless of class or series, each
share of the Preferred Stock, Series A, shall be automatically
converted into Common Stock of the Corporation on a
share-for-share basis prior to said sale or transfer.
(C) Each outstanding share of Preferred Stock shall
automatically be converted, without any further act of the
Corporation or its stockholders, into fully paid and
nonassessable shares of Common Stock on a share-for-share
basis upon the closing of a firm underwritten public offering
pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offering and
sale of the Common Stock for the account of the Corporation in
which the aggregate gross proceeds received by the Corporation
equals or exceeds $5,000,000.
(ii) Upon the occurrence of an event specified in Section VI(c)(i)
hereof, all shares of Preferred Stock, Series A shall be converted
automatically without any further action by any holder of such
shares and whether or not the certificate or certificates
representing such shares are surrendered to the Corporation or the
transfer agent for the Preferred Stock, Series A; provided,
however, that the Corporation shall not be obligated to issue a
certificate or certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificate or
certificates evidencing such shares of Preferred Stock, Series A
being converted are either delivered to the Corporation or the
transfer agent of the Preferred Stock, Series A, or the holder
notifies the Corporation or such transfer agent that such
certificate or certificates have been lost, stolen, or destroyed
and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in
connection therewith and, if the Corporation so elects, provides
an appropriate indemnity
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bond. Upon the automatic conversion of Preferred Stock, Series A,
each holder of Preferred Stock, Series A shall surrender the
certificate or certificates representing such holder's shares of
Preferred Stock, Series A at the office of the Corporation or of
the transfer agent for the Preferred Stock, Series A. Thereupon,
there shall be issued and delivered to such holder, promptly at
such office and in such holder's name as shown on such surrendered
certificate or certificates, a certificate or certificates for the
number of shares of Common Stock into which the shares of
Preferred Stock, Series A surrendered were convertible on the date
on which such automatic conversion occurred. No fractional shares
of Common Stock shall be issued upon the automatic conversion of
Preferred Stock, Series A. In lieu of any fractional shares of
Common Stock to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by
the then effective Conversion Price.
(d) Adjustments to Conversion Price for Diluting Issues.
(i) Special Definitions For purposes of this Section VI(d), the
following definitions shall apply:
(A) "Option" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common
Stock or Convertible Securities.
(B) "Original Issue Date" shall mean the date on which a share
of Preferred Stock, Series A was first issued.
(C) "Convertible Securities" shall mean any evidences of
indebtedness, shares (other than Common Stock and Preferred
Stock, Series A) or other securities directly or indirectly
convertible into or exchangeable for Common Stock.
(D) "Additional Shares of Common Stock" shall mean all shares
of Common Stock issued (or, pursuant to Section VI(d)(iii),
deemed to be issued) by the Corporation after the Original
Issue Date, other than:
(I) shares of Common Stock issued or issuable upon
conversion of shares of Preferred Stock, Series A;
(II) up to 1,000,000 shares of Common Stock issued or
issuable to officers, employees or directors of, or
advisors or consultants to, the Corporation or any
subsidiary of the Corporation, pursuant to a stock
purchase or option plan or other employee stock bonus
arrangement (collectively, the "Plans") approved by the
Board of Directors; provided, however, that the number of
shares referred to in this clause shall be subject to
equitable adjustment in accordance with the provisions
contained in said Plans whenever there shall occur a stock
dividend, distribution, combination of shares,
reclassification or other similar event with respect to
Common Stock; and provided, further, that such number of
shares shall be calculated by adding back to the unissued
portion of such pool of shares (or options, warrants or
rights therefor) the number of such shares that are
repurchased by the Corporation and the number of such
shares that are purchasable under any such options,
warrants or rights that expire unexercised; or (III) up to
250,000 shares of Common Stock or Preferred Stock issuable
upon the exercise of warrants in existence on or before
the Original Issue Date.
(ii) No Adjustment of Conversion Price. No adjustment in the
number of shares of Common Stock into which a share of Preferred
Stock, Series A is convertible shall be made, by adjustment in the
Conversion Price in respect of the issuance of Additional Shares
of Common Stock or otherwise, unless the consideration per share
for an Additional Share of Common Stock issued or deemed to
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be issued by the Corporation is less than the Conversion Price in
effect on the date of, and immediately prior to, the issue of such
Additional Share of Common Stock.
(iii) Issue of Securities Deemed Issue of Additional Shares of
Common Stock
(A) Options and Convertible Securities. In the event the
Corporation at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible
Securities or shall fix a record date for the determination of
holders of any class of securities entitled to receive any
such Options or Convertible Securities, then the maximum
number of shares (as set forth in the instrument relating
thereto without regard to any provisions contained therein for
a subsequent adjustment of such number) of Common Stock
issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been
fixed, as of the close of business on such record date,
provided that Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share
(determined pursuant to Section VI(d)(v) hereof) of such
Additional Shares of Common Stock would be less than the
Conversion Price in effect on the date of and immediately
prior to such issue, or such record date, as the case may be,
and provided further that in any such case in which Additional
Shares of Common Stock are deemed to be issued:
(I) no further adjustment in the Conversion Price
shall be made upon the subsequent issue of Convertible
Securities or shares of Common Stock upon the exercise of
such Options or conversion or exchange of such Convertible
Securities;
(II) if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for
any increase in the consideration payable to the
Corporation, or decrease in the number of shares of Common
Stock issuable upon the exercise, conversion or exchange
thereof, the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date
with respect thereto), and any subsequent adjustments
based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Options or the
rights of conversion or exchange under such Convertible
Securities;
(III) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible
Securities which shall not have been exercised, the
Conversion Price computed upon the original issue thereof
(or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon,
shall, upon such expiration, be recomputed as if:
(a) in the case of Convertible Securities or Options
for Common Stock the only Additional Shares of Common
Stock issued were the shares of Common Stock, if any,
actually issued upon the exercise of such Options or
the conversion or exchange of such Convertible
Securities and the consideration received therefor
was the consideration actually received by the
Corporation for the issue of all such Options,
whether or not exercised, plus the consideration
actually received by the Corporation upon such
exercise, or for the issue of all such Convertible
Securities which were actually converted or
exchanged, plus the additional consideration, if any,
actually received by the Corporation upon such
conversion or exchange; and
(b) in the case of Options for Convertible Securities
only the Convertible Securities, if any, actually
issued upon the exercise thereof were issued at the
time of issue of such
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Options, and the consideration received by the
Corporation for the Additional Shares of Common Stock
deemed to have been then issued was the consideration
actually received by the Corporation for the issue of
all such Options, whether or not exercised, plus the
consideration deemed to have been received by the
Corporation (determined pursuant to Section VI(d)(v))
upon the issue of the Convertible Securities with
respect to which such Options were actually
exercised;
(IV) no readjustment pursuant to clause (II) or (III)
above shall have the effect of increasing the Conversion
Price to an amount which exceeds the Conversion Price in
effect on the original adjustment date immediately prior
to the Issue of the Options or Convertible Securities with
respect to which such readjustment is made;
(V) in the case of any Options which expire by their terms
not more than 30 days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the
expiration or exercise of all such Options, whereupon such
adjustment shall be made in the same manner provided in
clause (III) above; and
(VI) if such record date shall have been fixed and such
Options or Convertible Securities are not issued on the
date fixed therefor, the adjustment previously made in the
Conversion Price which became effective on such record
date shall be canceled as of the close of business on such
record date, and thereafter the Conversion Price shall be
adjusted pursuant to this Section VI(d)(iii) as of the
actual date of their issuance.
(B) Stock Dividends, Stock Distributions and Subdivisions In
the event the Corporation at any time or from time to time
after the Original Issue Date shall declare or pay any
dividend or make any other distribution on the Common Stock
payable in Common Stock or effect a subdivision of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock), then
and in any such event, Additional Shares of Common Stock shall
be deemed to have been issued:
(I) in the case of any such dividend or distribution,
immediately after the close of business on the record date
for the determination of holders of any class of
securities entitled to receive such dividend or
distribution, or
(II) in the case of any such subdivision, at the close of
business on the date immediately prior to the date upon
which corporation action becomes effective.
If such record date shall have been fixed and no part of
such dividend shall have been paid on the date fixed
therefor, the adjustment previously made for the
Conversion Price which became effective on such record
date shall be canceled as of the close of business on such
record date, and thereafter the Conversion Price shall be
adjusted pursuant to this Section VI(d)(iii)(B) as of the
time of actual payment of such dividend.
(iv) Adjustment of Conversion Price Upon Issuance of Additional
Shares of Common Stock
(A) In the event the Corporation shall issue Additional Shares
of Common Stock (including, without limitation, Additional
Shares of Common Stock deemed to be issued pursuant to Section
VI(d)(iii)(A) but excluding Additional Shares of Common Stock
deemed to be issued pursuant to Section VI(d)(iii)(B), which
event is dealt with in Section VI(d)(vi) hereof), without
consideration or for a consideration per share less than the
applicable Conversion Price in effect on the date of and
immediately prior to such issue, then and in such event, such
Conversion Price shall be reduced, concurrently with such
issue, to a price
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(calculated to the nearest cent) determined by multiplying
such Conversion Price by a fraction, the numerator of which
shall be (I) the number of shares of Common Stock outstanding
immediately prior to such issue plus (II) the number of shares
of Common Stock which the aggregate consideration received or
deemed to have been received by the Corporation for the total
number of Additional Shares of Common Stock so issued would
purchase at such Conversion Price, and the denominator of
which shall be (I) the number of shares of Common Stock
outstanding immediately prior to such issue plus (II) the
number of Additional Shares of Common Stock so issued or
deemed to be issued.
(B) For the purposes of Section VI(d)(iv)(A) hereof, the
number of shares of Common Stock deemed to be outstanding
immediately prior the issuance of any securities described in
either clause of such Section shall be the sum of (I) the
total number of shares of Common Stock issued and outstanding
at such time, plus (II) the total number of shares of Common
Stock issuable upon conversion in full of all shares of
Preferred Stock, Series A and other Convertible Securities
issued and outstanding at such time, plus (III) the total
number of shares of Common Stock issuable upon conversion in
full of all Convertible Securities issuable upon exercise of
Options for Convertible Securities issued and outstanding at
such time; and immediately after any Additional Shares of
Common Stock are deemed issued pursuant to Section
VI(d)(iii)(A), such Additional Shares of Common Stock shall be
deemed to be outstanding.
(C) Notwithstanding anything to the contrary contained herein,
the applicable Conversion Price in effect at the time
Additional Shares of Common Stock are issued or deemed to be
issued shall not be reduced pursuant to Section VI(d)(iv)(A)
hereof at such time if the amount of such reduction would be
an amount less than $0.05, but any such amount shall be
carried forward and reduction with respect thereto made at the
time of and together with any subsequent reduction which,
together with such amount and any other amount or amounts so
carried forward, shall aggregate $0.05 or more.
(v) Determination of Consideration. For purposes of this Section
VI(d), the consideration received by the Corporation for the issue
of any Additional Shares of Common Stock shall be computed as
follows:
(A) Cash and PropertySuch consideration shall:
(I) insofar as it consists of cash, be computed at the
aggregate amounts of cash received by the Corporation
excluding amounts paid or payable for accrued interest or
accrued dividends;
(II) insofar as it consists of property other than cash,
be computed at the fair market value thereof at the time
of such issue, as determined in good faith by the Board of
Directors; and
(III) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other
assets of the Corporation for consideration which covers
both, be the proportion of such consideration so received,
computed as provided in clauses (A)(I) and (A)(II) above,
as determined in good faith by the Board of Directors.
(B) Options and Convertible Securities The consideration per
share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Section
VI(d)(iii)(A), relating to Options and Convertible Securities,
shall be determined by dividing (I) the total amount, if any,
received or receivable by the Corporation as consideration
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for the issue of such Options or Convertible Securities, plus
the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment
of such consideration) payable to the Corporation upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for
Convertible Securities and the conversion or exchange of such
Convertible Securities, by (II) the maximum number of shares
of Common Stock (as set forth in the instruments relating
thereto, without regard to any provision contained therein for
a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities.
(vi) Adjustment for Dividends, Distributions. Subdivisions,
Combinations or Consolidations of Common Stock
(A) Stock Dividends, Distributions or Subdivisions In the
event the Corporation shall issue Additional Shares of Common
Stock pursuant to Section VI(d)(iii)(B) in a stock dividend,
stock distribution or subdivision, the Conversion Price in
effect immediately prior to such stock dividend, stock
distribution or subdivision shall, concurrently with the
effectiveness of such stock dividend, stock distribution or
subdivision, be proportionately decreased.
(B) Combinations or Consolidations In the event the
outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, the Conversion Price in
effect immediately prior to such combination or consolidation
shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.
(e) No Impairment. The Corporation shall not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder
by the Corporation but shall at all times in good faith assist in the
carrying out of all the provisions of this Section VI and in the taking
of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of Preferred Stock, Series
A against impairment.
(f) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this
Section VI, the Corporation at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
furnish to each affected holder of Preferred Stock, Series A a
certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, upon the written request at any time of
any affected holder of Preferred Stock, Series A, furnish or cause to
be furnished to such holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the Conversion Price at the time in
effect, and (iii) the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon
conversion of each share of Preferred Stock, Series A.
(g) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to
receive any dividend (other than a cash dividend which is the same as
cash dividends paid in previous quarters) or other distribution, the
Corporation shall mail to each holder of Preferred Stock, Series A at
least ten (10) days prior to such record date a notice specifying the
date on which any such record is to be taken for the purpose of such
dividend or distribution.
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(h) Common Stock Reserved. The Corporation shall reserve and keep
available out of its authorized but unissued Common Stock such number
of shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all shares of Preferred Stock, Series A.
(i) Certain Taxes. The Corporation shall pay any issue or transfer
taxes payable in connection with the conversion of any shares of
Preferred Stock, Series A; provided, however, that the Corporation
shall not be required to pay any tax which may be payable in respect of
any transfer to a name other than that of the holder of such Preferred
Stock, Series A.
(j) Closing of Books. The Corporation shall at no time close its
transfer books against the transfer of any Preferred Stock, Series A,
or of any shares of Common Stock issued or issuable upon the conversion
of any shares of Preferred Stock, Series A, in any manner which
interferes with the timely conversion or transfer of such Preferred
Stock, Series A.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct to our knowledge.
/s/ George V. Franich
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George V. Franich, President
/s/ Peter J. Caccioppoli
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Peter J. Caccioppoli, Secretary
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