ONECAP
A Nevada Corporation
Exhibit 99
Stock Option Plan Adopted by the Board of Directors
On July 27, 2000
ONECAP
2000 STOCK OPTION PLAN
As approved by the Board of Directors on July /s/ 27th, 2000
1. PURPOSE
The purpose of the OneCap 2000 Stock Option Plan (the
"Plan") is to further the interests of OneCap, a Nevada
corporation (the "Company"), by encouraging and enabling
selected officers, directors, employees, consultants, advisers,
independent contractors and agents, upon whose judgment,
initiative and effort the Company is largely dependent for the
successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock
through the exercise of stock options to be granted hereunder.
Options granted hereunder are either options intended to qualify
as "incentive stock options" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, or
non-qualified stock options.
2. DEFINITIONS
Whenever used herein the following terms shall have the
following meanings, respectively:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(c) "Committee" shall mean the Stock Option or
Compensation Committee appointed by the Board, or if no
committee has been appointed, a reference to "Committee" shall
be deemed to refer to the Board.
(d) "Common Stock" shall mean the Company's common stock,
$.001 par value.
(e) "Company" shall mean OneCap, a Nevada corporation.
(f) "Employee" shall mean, in connection with Incentive
Options, only employees of the Company.
(g) "Fair Market Value Per Share" of the Common Stock on
any date shall mean, if the Common Stock is publicly traded, the
mean between the highest and lowest quoted selling prices of the
Common Stock oil such date or, if not available, the mean
between the bona fide bid and asked prices of the Common Stock
oil such date. In any situation not covered above or if there
were no sales oil the date in question, the Fair Market Value
Per Share shall be determined by the Committee in accordance
with Section 20.2031-2 of the Federal Estate Tax Regulations.
(h) "Incentive Option" shall mean an Option granted under
the Plan which is designated as and qualified as an incentive
stock option within the meaning of Section 422 of the Code.
(i) "Non-Employee Director" shall have the meaning set
forth in Rule 16b-3 promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended, or any successor rule.
(j) "Non-Qualified Option" shall mean an Option granted
under the Plan which is designated as a non-qualified stock
option and which does not qualify as an incentive stock option
within the meaning of Section 422 of the Code.
(k) "Option" shall mean an Incentive Option or a
Non-Qualified Option.
(l) "Optionee" shall mean any person who has been granted
an Option under the Plan.
(m) "Outside Director" shall have the meaning set forth in
Section 162(m) of the Code.
(n) "Permanent Disability" shall mean termination of a
Relationship with the Company with the consent of the Company by
reason of permanent and total disability within the meaning of
Section 22(e)(3) of tile Code.
(o) "Plan" shall mean the OneCap 2000 Stock Option Plan,
as amended.
(p) "Relationship" shall mean that the Optionee is or has
agreed to become an officer, director, employee, consultant,
adviser, independent contractor or agent of the Company.
(q) "Termination for Cause" means the termination of any
employee's employment with the Company, whether voluntary or
involuntary, that is determined by the Committee, in its sole
discretion, to have resulted from the discovery by the Company
of the employee's dishonesty, commission of a felony (regardless
of whether or not prosecuted) or fraud.
3. ADMINISTRATION
(a) The Plan shall be administered by a Committee of at
least two directors of the Company appointed by the Board, all
members of which are both Non-Employee Directors and Outside
Directors. The Board may from time to time appoint members of
the Committee in substitution for or in addition to members
previously appointed and may fill vacancies. In the event tile
Board fails to designate a committee to administer the Plan, the
Plan shall be administered by the Board. To the extent not
inconsistent with applicable law, tile Board or Committee may
from time to time delegate to one or more officers of the
Company any or all of its authorities granted hereunder except
with respect to awards to persons subject to Section 16 of the
Securities Exchange Act of 1934, as amended.
(b) Any action of the Committee with respect to the
administration of the Plan shall be taken by majority vote or by
written consent of a majority of its members, and all actions of
the Committee are subject to approval by the Board.
(c) Subject to the provisions of the Plan, the Committee
shall have the authority to construe and interpret the Plan, to
define tile terms used therein, to determine the time or times
an Option may be exercised and the number of shares which may be
exercised at any one time, to prescribe, amend and rescind rules
and regulations relating to the Plan, to approve and determine
the duration of leaves of absence which may be granted to
participants without constituting a termination of their
employment for purposes of the Plan, and to make all other
determinations necessary or advisable for the administration of
the Plan.
(d) The Company shall indemnify and hold harmless the
members of the Board and the Committee from and against any and
all liabilities, costs and expenses incurred by such persons as
a result of any act, or omission to act, in connection with the
performance of such persons' duties, responsibilities and
obligations under the Plan, other than such liabilities, costs
and expenses as may result from the negligence, bad faith,
willful misconduct or criminal acts of such persons.
(e) The Company will provide financial information to the
Optionees on the same basis as the Company provides such
information to its stockholders.
(f) The Committee's interpretation and construction of any
provisions of this Plan or any option granted under this Plan
shall be final, conclusive and binding upon all Optionees, their
guardians, legal representatives and beneficiaries, the Company
and all other interested parties.
4. NUMBER OF SHARES SUBJECT TO PLAN
The aggregate number of shares of Common Stock subject to
Options which may be granted under the Plan shall not exceed one
million two hundred and fifty thousand (1,250,000) shares. The
shares of Common Stock to be issued upon the exercise of Options
may be authorized but unissued shares, shares issued and
reacquired by the Company or shares purchased by the Company on
the open market. If any Option granted hereunder shall expire or
terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall again be available
for the purposes of the Plan.
5. ELIGIBILITY AND PARTICIPATION
(a) Non-Qualified Options may be granted to any person who
has a Relationship with the Company or any of its Subsidiaries.
Incentive Options may be granted to any Employee. The Committee
shall determine the persons to who Options shall be granted, the
time or times at which such Options shall be granted and the
number of shares to be subject to each Option. An Optionee may,
if he is otherwise eligible, be granted an additional Option or
Options if the Committee shall so determine. An Employee may be
granted Incentive Options or Non-Qualified Options or both under
the Plan; provided, however, that the grant of Incentive Options
and Non-Qualified Options to an Employee shall be the grant of
separate Options and each Incentive Option and each
Non-Qualified Option shall be specifically designated as such.
(b) in no event shall the aggregate fair market value
(determined as of the time the Option is granted) of the shares
with respect to which Incentive Options (granted under the Plan
or any other plans of the Company) are exercisable for the first
time by an Optionee in any calendar year exceed $ 100,000.
(c) In no event shall tile aggregate number of shares of
Common Stock with respect to which Options may be granted to a
single Optionee during the term of the Plan exceed twenty
percent (20%) of the aggregate number of shares of Common Stock
subject to Options which may granted to all Optionees under the
plan.
6. PURCHASE PRICE
The purchase price of each share covered by each Incentive
Option shall not be less than one hundred percent (100%) of the
Fair Market Value Per Share of the Common Stock on the date the
Incentive Option is granted; provided, however, that if at the
time an Incentive Option is granted the Optionee owns or would
be considered to own by reasons of Section 424(d) of tile Code
more that ten percent (10%) of the total combined voting power
of all classes of stock of the Company, the purchase price of
the shares covered by such Incentive Option shall not be less
than one hundred ten percent (110%) of the Fair Market Value Per
Share of the Common Stock on the date the Incentive Option is
granted.
7. DURATION OF OPTIONS
The expiration date of the Option and all rights thereunder
shall be determined by the Committee. In the event tile
Committee does not specify the expiration date of the Option,
the expiration date shall be ten (10) years from tile date on
which the Option was granted, and shall be subject to earlier
termination as provided herein; provided, however, that if at
any time an Incentive option is granted the Optionee owns or
would be considered to own by reason of Section 424(d) of the
code more that ten percent (10%) of the total combined voting
power of all classes of stock of the Company such Incentive
Option shall expire five years from the date the Incentive
Option is granted unless the Committee selects an earlier date.
8. EXERCISE OF OPTIONS
(a) An Option shall vest and become exercisable from time
to time in installments or otherwise in accordance with such
schedule and upon such other terms and conditions as the
Committee shall in its discretion determine at the time the
Option is granted. An Optionee may purchase less than the total
number of shares for which the Option is exercisable, provided
that a partial exercise of an Option may not be for less than
five thousand (5,000) shares, unless tile exercise is during the
final year of the Option, and shall not include any fractional
shares. As a condition to the exercise, in whole or in part, of
any Option, the Committee may in its sole discretion require the
Optionee to pay, in addition to the purchase price of the shares
covered by the Option, an amount equal to any federal, state or
local taxes that the Committee has determined are required to be
paid in connection with the exercise of such Option in order to
enable the Company to claim a deduction or otherwise.
Furthermore, if any Optionee disposes of any shares of stock
acquired by exercise of an Incentive Option prior to the
expiration of either of the holding periods specified in Section
422(a)(1) of the Code, the Optionee shall pay to the Company, or
tile Company shall have the right to withhold from any payment
to be made to the Optionee, in amount equal to any federal,
state or local taxes that the Committee has determined are
required to be paid in connection with the exercise of such
Option in order to enable the Company to claim a deduction.
(b) No Option will be exercisable (and any attempted
exercise will be deemed null and void) if such exercise would
create a right of recovery for "short-swing profits" under
Section 16(b) of the Securities Exchange Act of 1934, as
amended. This Section 8(b) is intended to protect persons
subject to Section 16(b) against inadvertent violations of
Section 16(b) and shall not apply with respect to any particular
exercise of an Option if expressly waived in writing by the
Optionee at the time of such exercise.
9. METHOD OF EXERCISE
(a) To the extent that an Option has become exercisable,
the Option may be exercised from time to time by giving written
notice to the Company stating the number of shares with respect
to which the Option is being exercised, accompanied by payment
in full, by cash or by certified or cashier's check payable to
the order of the Company or the equivalent thereof acceptable to
the Company, of the purchase price for the number of shares
being purchased and, if applicable, any federal, state or local
taxes required to be paid in accordance with the provisions of
Section 8(a) hereof. The Company shall issue a separate
certificate or certificates with respect to each Option
exercised by an Optionee.
(b) In the Committee's discretion, payment of the purchase
price for the shares with respect to which the Option is being
exercised may be made in whole or in part with shares of Common
Stock. If payment is made with shares of Common Stock, the
Optionee, or other person entitled to exercise the Option, shall
deliver to the Company certificates representing the number of
shares of Common Stock in payment for the shares being
purchased, duly endorsed for transfer to the Company. If
requested by the Committee, prior to the acceptance of such
certificates in payment for such shares, the Optionee, or any
other person entitled to exercise the Option, shall supply the
Committee with a representation and warranty in writing that lie
has good and marketable title to the shares represented by the
certificate(s), free and clear of all liens and encumbrances.
The value of the shares of Common Stock tendered in payment for
tile shares being purchased shall be their Fair Market Value Per
Share on the date of the exercise.
(c) Notwithstanding the foregoing, the Company shall have
the right to postpone the, time of delivery of the shares for
such period as may be required for it to comply, with reasonable
diligence, with any applicable listing requirements of any
national securities exchange or any federal, state or local law.
If an Optionee or other person entitled to exercise all Option
fails to accept delivery of or fails to pay for all or any
portion of tile shares requested in the notice of exercise upon
tender of delivery thereof, the Committee shall have the right
to terminate his Option with respect to such shares.
10. NON-TRANSFERABILITY OF OPTIONS
No Option granted under the Plan shall be assignable or
transferable by the Optionee, either voluntarily or by operation
of law, otherwise than by will or the laws of descent and
distribution, and each Option shall be exercisable during the
Optionee's lifetime only by tile Optionee.
11. CONTINUANCE OF RELATIONSHIP
Nothing contained in the Plan or in any Option granted
under the Plan shall confer upon any Optionee any right with
respect to the continuation of his employment by or other
Relationship with the Company, or interfere in any way with the
right of the Company at any time to terminate such employment or
other Relationship or to increase or decrease the compensation
of tile Optionee from the rate in existence at the time of the
grant of an Option.
12. TERMINATION OF RELATIONSHIP OTHER THAN BY DEATH OR PERMANENT
DISABILITY
Except as the Committee may otherwise determine at any time
with respect to any particular Non-Qualified Option granted
hereunder:
(a) If an Optionee ceases to have a Relationship for any
reason other than his death or Permanent Disability, any Options
granted to him shall terminate ninety (90) days from the date on
which such Relationship terminates unless such Optionee has
resumed or initiated a Relationship and has a Relationship oil
such (late. During the ninety (90) day period, the Optionee may
exercise any Option granted to him but Only to tile extent Such
Option was exercisable oil the date or termination of his
Relationship and provided that such Option has not expired or
otherwise terminated as provided herein. A leave of absence
approved in writing by the Committee shall not be deemed a
termination of Relationship for purposes of this Section 12, but
no Option may be exercised during any such leave of absence,
except during the first ninety (90) days thereof.
(b) For purposes hereof, termination of an Optionees's
Relationship for reasons other than death or Permanent
Disability shall be deemed to take place upon the earliest to
occur of the following: (i) the date of the Optionee's
retirement from employment under the normal retirement policies
of the Company; (ii) the date of tile Optionee's retirement from
employment with the approval of the Committee because of
disability other than Permanent Disability; (iii) the date the
Optionee receives notice or advice that his employment or other
Relationship is terminated; or (iv) the date the Optionee ceases
to render the services which lie was employed, engaged or
retained to render to the Company (absences for temporary
illness, emergencies and vacations or leaves of absence approved
in writing by tile Committee excepted). The fact that the
Optionee may receive payment from the Company after termination
for vacation pay, for services rendered prior to termination,
for salary in lieu of notice or for other benefits shall not
affect the termination date.
(c) Notwithstanding anything in tile Plan to the contrary,
no Option may be exercised or claimed following an Optionee's
termination of Relationship as a result of Termination for
Cause, and no Option may be exercised or claimed while the
Optionee is being investigated for a termination for Cause.
13. DEATH OR PERMANENT DISABILITY OF OPTIONEE
Except as the Committee may expressly determine otherwise
at any time with respect to any particular Non-Qualified Option
granted hereunder, if an Optionee shall die at a time when he is
in a Relationship or if tile Optionee shall cease to have a
Relationship by reason of Permanent Disability, any Options
granted to him shall terminate one year after the date of his
death or termination of Relationship due to Permanent Disability
unless by its terms it shall expire before such date or
otherwise terminate as provided herein, and shall only be
exercisable to the extent that it would have been exercisable on
the date of his death or his termination of Relationship due to
Permanent Disability. In the case of death, the Option may be
exercised by the person or persons to whom the Optionee's rights
under the Option shall pass by will or by tile laws of descent
and distribution.
14. STOCK PURCHASE NOT FOR DISTRIBUTION
Each Optionee shall, by accepting the grant of an Option
under the Plan, represent and agree, for himself and his
transferees by will or the laws of descent and distribution,
that all shares of stock purchased upon exercise of the Option
will be received and held Without a view to distribution except
as may be permitted by the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder. After each
notice of exercise of any portion of an Option, if requested by
the Committee, tile person entitled to exercise the Option shall
agree in writing that the shares of stock are being acquired in
good faith without a view to distribution.
15. PRIVILEGES OF STOCK OWNERSHIP
No person entitled to exercise any Option granted under the
Plan shall have any of the rights or privileges of a stockholder
of the Company with respect to any shares of Common Stock
issuable upon exercise of such Option until such person has
become the holder of record of such shares. No adjustment shall
be made for dividends or distributions of rights in respect of
such shares if the record date is prior to tile date oil which
such person becomes the holder of record, except as provided in
Section 16 hereof.
16. ADJUSTMENTS
(a) If the number of outstanding shares of Common Stock is
increased or decreased, or if such shares are exchanged for a
different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization,
reclassification, stock dividend, stock split, combination of
shares or other similar transaction, the aggregate number of
shares of Common Stock subject to the Plan as provided in
Section 4 hereof, the share of Common Stock subject to issued
and outstanding Option under tile Plan and the aggregate number
of shares of Common Stock with respect to which Options may be
granted to a single Optionee as provided in Section 5(c) hereof
shall be appropriately and proportionately adjusted by the
Committee. Any such adjustment in the outstanding Options shall
be made without change in the aggregate purchase price
applicable to the unexercised portion of the Option but with an
appropriate adjustment in the price for each share or other unit
of any security covered by the Option. No adjustment shall be
made on account of any transaction or event not specifically set
forth in this Section 16(a), including, without limitation, tile
issuance of Common Stock for consideration.
(b) Notwithstanding the provision of Section 16(a), upon
the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation with one or more
corporations as a result of which the Company is not tile
Surviving corporation, or upon a sale of all or substantially
all of the assets of the Company to another corporation or
entity, the Committee may take such action, if any, as it in its
discretion may deem appropriate to accelerate the time within
which and the extent to which Options may be exercised, to
terminate Options at or prior to the date of any such event, or
to provide for the assumption of Options by surviving,
consolidated, successor or transferee corporations.
(c) Adjustments under this Section 16 shall be made by the
Committee, whose determination as to which adjustments shall be
made, and the extent thereof, shall be final, binding and
conclusive. No fractional shares of stock shall be issued under
the Plan or in connection with any such adjustment.
17. CHANGE OF CONTROL
Notwithstanding any other section this Plan, in the event
of a change of control, all share restrictions on all Restricted
Shares will lapse and vesting on all unexercised stock options
will accelerate to the change of control date. For purposes of
this plan, a "Change of Control" of the Company shall be deemed
to have occurred at such time as (a) any "person" (as that term
is used in Section 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended), other than an employee benefit plan of
the Company, becomes the "beneficial owner" (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined
voting power of the Company's outstanding securities ordinarily
having the right to vote at the election of directors; or (b)
individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a
majority thereof, or (c) the approval by the Company's
stockholders of the merger or consolidation of the Company with
any other corporation or business organization, the sale of all
or substantially all the assets of the Company, or the
liquidation or dissolution of the Company; or (d) a proxy
statement is distributed soliciting proxies from the
stockholders of the Company seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the
outstanding shares of the Company's securities are actually
exchanged for or converted into cash or property or securities
not issued by the Company; or (e) at least a majority of the
Incumbent Board who are in office immediately prior to any
action proposed to be taken by the Company determine that such
proposed action, if taken, would constitute a change of control
of the Company and such action is taken.
18. TAX WITHHOLDING
The Company shall have the right to deduct or withhold from
all payments or distributions amounts sufficient to cover any
federal, state or local taxes required by law to be withheld or
paid with respect to such payments of distributions. In the case
of non-qualified options, the Company may require that required
withholding taxes be paid to the Company at the time the option
is exercised. The Company may also permit any withholding tax
obligations incurred by reason of the exercise of any stock
option to be satisfied by withholding shares (that would
otherwise be obtained upon such exercise) having a fair market
value equal to the aggregate amount of taxes which are to be
withheld. In the case of persons subject to Section 16(b), such
withholding shall be on terms consistent with Rule 16b-3.
19. AMENDMENT AND TERMINATION OF PLAN
(a) The Board may from time to time, with respect to any
shares at the time not subject to Options, suspend or terminate
the Plan or amend or revise the terms of the Plan; provided that
any amendment to the Plan shall be approved by a majority of the
shares present and voting at either an annual or special meeting
called for such purpose, if the amendment would (i) materially
increase the benefits accruing to participants under tile Plan,
(ii) increase the number of shares of Common Stock which may be
issued under the Plan, except as permitted under the provisions
of Section 18 hereof, or (iii) materially modify the
requirements as to eligibility for participation in the Plan.
(b) No amendment, suspension or termination of the Plan
shall, without the consent of the Optionee, alter or impair in a
manner adverse to the Optionee any right or obligation under any
Option theretofore granted to such Optionee.
(c) The terms and conditions of any Option granted to an
Optionee may be modified or amended only by a written agreement
executed by the Optionee and the Company; provided, however,
that if any amendment or modification of an Incentive Option
would constitute a "modification, extension or renewal" within
the meaning of Section 424(h) of the Code, such amendment shall
be null and void unless tile amendment contains an
acknowledgment by the parties substantially in the following
form: "The parties hereto recognize and agree that this
amendment constitutes a modification, renewal or extension
within the meaning of Section 424(h) of the Code, of the option
granted on
20. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon adoption by the Board.
The date of original adoption of the Plan by the Board was July
/s/ 27th,2000.
21. TERM OF PLAN
No option shall be granted pursuant to the Plan after tell
(10) years from the earlier of the date of adoption of tile Plan
by the Board.
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ONECAP
THE UNDERSIGNED, being all of the members of the board of
directors (the "Board") of OneCap, a Nevada corporation (the
"Company"), do hereby consent pursuant to Section 78.3 15 of the
Nevada Revised Statutes, as amended ("NRS"), to the following
actions as if taken at a duly constituted meeting of the Board of
the Company.
2000 STOCK OPTION PLAN
WHEREAS, it is desirable and in the best interests of
the Company and its stockholders to adopt a stock option
plan to provide a means by which selected employees,
directors and consultants of the Company may be given an
opportunity to benefit from increased in the value of the
Company's common stock;
WHEREAS, the Company's management has proposed the
adoption of the 2000 Stock Option Plan (the "Plan"), a copy
of which is attached hereto as Exhibit A;
WHEREAS, the terms and conditions of the Plan require
the reservation for issuance of one million two hundred
fifty thousand (1,250,000) shares of the Company's common
stock;
NOW THEREFORE, IT IS HEREBY RESOLVED, that the Plan,
in the form attached hereto, is in the best interests of the
Company and its stockholders and is hereby approved and
adopted;
FURTHER RESOLVED, that the reservation of one million
two hundred fifty thousand (1,250,000) shares of the
Company's common stock pursuant to the terms and conditions
of the Plan is hereby approved;
PRIVATE PLACEMENT - COMMON STOCK OFFERING
WHEREAS, the Board has determined that it is desirable
and beneficial and in the best interests of the Company and
its stockholders to conduct a private placement of up to
2,000,000 shares of the Company's common stock, at the price
of $0.25 per share (the "Shares");
Now, THEREFORE, BE IT HEREBY RESOLVED, that the
Company is hereby authorized to offer and sell the Shares
in accordance with the terms and provisions of the private
placement memorandum (the "PPM"), a copy of which is
attached hereto as Exhibit B;
FURTHER RESOLVED, that the appropriate officers of the
Company be, and they hereby are, authorized and directed to
execute such documents, by and on behalf of tile Company,
and do such other things as may be necessary or appropriate
under the circumstances in order to effectuate these
resolutions and the sale of the Shares;
ENGAGEMENT FOR PROFESSIONAL SERVICES
WHEREAS, the Board has determined that it is desirable
and beneficial and in the best interests of the Company and
its stockholders to engage the law firm of Kummer Kaempfer
Bonner & Renshaw ("KKB&R") for services relating to general
corporate matters of the Company;
WHEREAS, the Board has considered the terms of
engagement of KKB&R and the scope of services to be
performed;
Now, THEREFORE, BE IT HEREBY RESOLVED that, the
appropriate officers of the Company be, and they hereby are,
authorized and directed to execute such documents, by and on
behalf of the Company, and do such others things as may be
necessary or appropriate under the circumstances in order to
effectuate these resolutions and the engagement of KKB&R for
legal services;
AUTHORIZATION OF ADDITIONAL ACTIONS
FURTHER RESOLVED, that the appropriate officers be, and
each of them hereby is, authorized in the name and on behalf
of the Company to prepare, execute and deliver, or cause to
be prepared, executed and delivered, where necessary or
appropriate to fully carry out the intent of this written
consent;
FURTHER RESOLVED, that the appropriate officers be, and
each of them hereby is, authorized in the name and on behalf
of the Company to prepare, execute and deliver, or cause to
be prepared, executed and delivered, and where necessary or
appropriate, to file, or cause to be filed, with the
appropriate administrative or governmental authorities, all
such other papers, instruments, documents and certificates
appropriate to effectuate the purpose and intent of this
written consent;
FURTHER RESOLVED, that the appropriate officers be, and
each of them hereby is, authorized in the name and on behalf
of the Company to do all acts and things and to sign, seal,
execute, acknowledge, file, deliver and record all papers,
instruments, documents and certificates and to pay all
charges, fees, taxes and other expenses, from time to time
necessary, desirable or appropriate to be done, signed,
sealed, executed, acknowledged, filed, delivered, recorded
or paid, under any applicable law, or otherwise, and to
certify as having been adopted by the Board any form of
resolution required by any law, regulation or agency
appropriate to effectuate the purpose and intent of this
written consent;
FURTHER RESOLVED, that the appropriate officers may, by
a written power-of-attorney, authorize any other officer,
employee, agent or counsel of the Company to take any and
all actions and to execute and deliver any and all
agreements, papers, instruments, documents and certificates
referred to in these resolutions in place of or on behalf of
such officer, with full power as if such officer were taking
such action himself or herself;
FURTHER RESOLVED, that any and all prior actions of the
appropriate officers in connection with the matters
contemplated by the foregoing resolutions be, and each of
them hereby is, ratified, confirmed, approved and adopted in
all respects as fully as the acts and deeds of the Company.
This Action shall be filed with the minutes of the
proceedings of the Board of Directors of the Company.
IN Witness WHEREOF, the undersigned have hereunto set fort
their hands as of this /s/27th day of July 2000.
/s/ Steven D. Molasky
Steven D. Molasky
/s/Vincent W. Hesser
Vincent W. Hesser
