<PAGE> 1
Exhibit 99.3
VSOURCE, INC.
Certificate of Designation
Robert C. McShirley and Ronald J. Sanderson, certify that:
A. They are the duly elected and acting President and Assistant Secretary,
respectively, of Vsource, Inc., a Nevada corporation (the "Company");
B. The following resolution, which sets forth the rights, preferences,
privileges and restrictions of the Series 1-A Convertible Preferred Stock
of the Company determined by the Board of Directors of the Company in
accordance with the authorization contained in the Company's Articles of
Incorporation, as amended, was duly adopted by the Board by unanimous
written consent dated as of February 17, 2000:
AUTHORIZATION OF SERIES 1-A CONVERTIBLE PREFERRED STOCK
Resolved that the Board of Directors hereby determines that 2,900,000
shares of Class A Preferred Stock shall be designated "Series 1-A Convertible
Preferred Stock" and that such Series 1-A Convertible Preferred Stock shall have
the rights, preferences, privileges and restrictions hereinafter set forth:
DESIGNATION OF SERIES 1-A CONVERTIBLE PREFERRED STOCK
1. Designation.
This series of Class A Preferred Stock shall be designated "Series 1-A
Convertible Preferred Stock," par value $0.01 per share ("Series 1-A
Preferred").
2. Authorized Number.
The number of authorized shares of Series 1-A Preferred shall be two
million nine hundred thousand (2,900,000) shares.
3. Dividends.
The holders of shares of Series 1-A Preferred Stock shall be entitled to
receive, out of any assets legally available therefor, and when, as and if
declared by the Board of Directors, noncumulative dividends in an amount equal
to $0.20 cents per share annually. No dividend may be declared and paid upon
shares of Common Stock in any fiscal year of the Corporation unless dividends of
$0.20 per share has first been paid upon or declared and set aside for payment
to the holders of the shares of Series 1-A Preferred Stock for such fiscal year
of the Corporation. No undeclared or unpaid dividend shall ever bear interest.
4. Liquidation Preference.
a. In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series 1-A
Preferred Stock shall be entitled to receive, prior and in preference to
any distribution of any of the assets or surplus funds of the
<PAGE> 2
Corporation to the holders of the Common Stock by reason of their ownership
thereof, a preference amount per share consisting of the sum of (A) $2.50
for each outstanding share of Series 1-A Preferred Stock (the "Original
Issue Price") and (B) an amount equal to declared but unpaid dividends on
such share, if any. If upon the occurrence of such event, the assets and
funds thus distributed among the holders of the Series 1-A Preferred Stock
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among
such holders in proportion to the full preferential amount each such holder
is otherwise entitled to receive.
b. After payment to the holders of the Series 1-A Preferred Stock of
the amount set forth in the preceding Subparagraph 2a, the remaining assets
and funds of the Corporation legally available for distribution, if any,
shall be distributed among the holders of the Common Stock and the Series
1-A Preferred Stock pro rata based on the number of shares of Common Stock
held by each (assuming conversion of all such Series 1-A Preferred Stock
pursuant to Paragraph 5 below).
c. For purposes of this Paragraph 2, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by or to
include (i) the acquisition of the Corporation by another entity by means
of any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation but, excluding any
merger effected exclusively for the purpose of changing the domicile of the
Corporation), or (ii) a sale of all or substantially all of the assets of
the Corporation; unless the Corporation's shareholders of record as
constituted immediately prior to such acquisition or sale will, immediately
after such acquisition or sale (by virtue of securities issued as
consideration for the Corporation's acquisition or sale or otherwise) hold
a majority of the voting power of the surviving or acquiring entity. In any
of such events, if the consideration received by the Corporation received
is other than cash, its value will be deemed its fair market value. The
fair market value of common stock which is publicly traded on an exchange
or the NASDAQ National Market System or Small Cap Market shall be the
average of the daily market prices of that stock over the 20 consecutive
trading days immediately preceding (and not including) the date the
Corporation or its shareholders receive such stock. The daily market price
for each trading day shall be: (A) the closing price on that day on the
principal exchange on which such common stock is then listed or admitted to
trading or on NASDAQ, as applicable; or (B) if no sale takes place on that
day on such exchange or NASDAQ, the average of the official closing bid and
asked prices for that stock. Otherwise, the fair market value of such
consideration shall be determined in good faith by the Board of Directors
and provided in writing by the Corporation to the holders of the Series 1-A
Preferred Stock within five (5) days of the date of such determination;
provided, however, that the fair market value of such consideration shall
be determined by appraisal in accordance with the following provisions if
the holders of at least two-thirds of then outstanding Series 1-A Preferred
Stock object in writing to the Board of Director's determination within 15
days of their receipt of notice of such determination by the Board of
Directors. A single appraiser shall selected jointly by the holders of a
majority of the Series 1-A Preferred Stock and the Corporation. If the
holders of the Series 1-A Preferred Stock and the Corporation are unable to
agree on an appraiser within twenty (20) days of the Board of Directors
receiving notice of such holders' objection to the Board of Directors'
determination, each shall immediately appoint an appraiser who shall
determine such fair market value. If the lower of the appraised fair market
values is not less than ninety percent (90%) of the higher appraised fair
market value, the final fair market value of such consideration shall be
the average of the appraised values. If the lower of the appraised values
is less than ninety percent (90%) of the higher appraised values, the
original appraisers shall appoint a final appraiser who shall pick one
<PAGE> 3
of the two prior values determined by the first two appraisers. All
appraisal reports shall be completed no later than sixty (60) days after
the appointment of the appraiser engaged to render such appraisal. All
appraisal fees and costs shall be paid by the Corporation; provided,
however, that if the final appraised value is no more than ten percent
(10%) higher than that determined by the Board, the appraisal fees and
costs shall be subtracted from the liquidation preference to be paid to the
holders of the Series 1-A Preferred Stock.
5. Redemption.
a. Redemption at the Option of the Corporation. The Corporation shall
not have the right to call or redeem any shares of the Series 1-A Preferred
Stock.
b. Redemption at the Option of the Holders. The holders of the Series
I-A Preferred Stock shall not have any right to require the Corporation to
redeem all or any part of the Series 1-A Preferred Stock held by them.
6. Voting Rights. The holder of each share of Series 1-A Preferred Stock
shall have the right to one vote for each share of Common Stock into which such
Series 1-A Preferred Stock could then be converted (with any fractional share
determined on an aggregate conversion basis being rounded down to the nearest
whole share), and with respect to such vote, such holder shall have full voting
rights and powers equal to the voting rights and powers of the holders of Common
Stock, and shall be entitled, notwithstanding any provision hereof, to notice of
any shareholders' meeting in accordance with the by-laws of the Company, and
shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote.
7. Conversion.
The holders of the Series 1-A Preferred Stock shall have conversion rights
as follows (the "Conversion Rights"):
a. Right to Convert. Each share of Series 1-A Preferred Stock shall be
convertible, 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 such stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the
Original Issue Price by the then applicable Conversion Price, determined as
hereinafter provided, in effect on the date the certificate evidencing such
share is surrendered for conversion. The initial Conversion Price per share
for Series 1-A Preferred Stock (the "Conversion Price") shall be the
Original Issue Price. Such initial Conversion Price shall be adjusted as
hereinafter provided.
b. Automatic Conversion. Each share of Series 1-A Preferred Stock
shall automatically be converted into shares of Common Stock at the then
effective Conversion Price as provided in Subparagraph 5a above,
immediately upon the closing of a public offering of the Corporation's
Common Stock with aggregate gross proceeds of at least $10,000,000 and a
per share price to the public of at least five dollars ($5.00), or at the
election of the holders of a majority of the outstanding shares of Series
1-A Preferred Stock.
c. Mechanics of Conversion. Before any holder of Series 1-A Preferred
Stock shall be entitled to convert the same into shares of Common Stock,
such holder shall surrender the certificate or certificates thereof, duly
endorsed, at the office of the Corporation or of any transfer agent for
such stock, and shall give written notice to the Corporation at such office
that it elects to convert the same and shall state therein the number of
shares to be converted and the name or
<PAGE> 4
names in which it wishes the certificate or certificates for shares of
Common Stock to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder a certificate
or certificates for the number of shares of Common Stock to which such
holder shall be entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of surrender of the
shares of Series 1-A Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.
d. Conversion Price Adjustments. The Conversion Price shall be subject
to the following adjustments:
(1) Adjustment for Stock Splits and Combinations. If the
Corporation at any time or from time to time after the first issuance
of Series 1-A Preferred Stock (the "Purchase Date") effects a
subdivision of the outstanding Common Stock, by stock split or
otherwise, the Conversion Price then in effect immediately before that
subdivision shall be proportionately decreased; and, conversely, if
the Corporation at any time or from time to time after the Purchase
Date combines the outstanding shares of Common Stock, by reverse stock
split or otherwise, the Conversion Price then in effect immediately
before that combination shall be proportionately increased. Any
adjustment under this Section d(1) shall become effective at the close
of business on the date the subdivision or combination becomes
effective.
(2) Adjustment for Certain Dividends and Distributions. In the
event the Corporation at any time or from time to time after the
Purchase Date either makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Conversion Price then in effect
shall be decreased as of the time of such issuance or, in the event
such a record date is fixed, as of the close of business on such
record date, by multiplying the Conversion Price then in effect by a
fraction (1) the numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time of
such issuance on the close of business on such record date, and (2)
the denominator of which shall be (i) the total number of shares of
Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus (ii)
the number of shares of Common Stock issuable in payment of such
dividend or distribution; provided, however, that if such record date
is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed therefor, the Conversion Price
shall be recomputed accordingly as of the close of business on such
record date or date fixed therefor and thereafter the Conversion Price
shall be adjusted pursuant to this Section d(2) as of the time of
actual payment of such dividend or distribution. For purposes of the
foregoing formula, "the total number of shares of Common Stock issued
and outstanding" on a particular date shall include shares of Common
Stock issuable upon conversion of stock or securities convertible into
Common Stock and the exercise of warrants, options or rights for the
purchase of Common Stock which are outstanding on such date.
(3) Adjustments for Other Dividends and Distributions. In the event
the Corporation at any time or from time to time after the Purchase
Date makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common
Stock, then and in each such event, provision shall be made so that
each Holder
<PAGE> 5
of Series 1-A Preferred Stock shall receive upon conversion thereof,
in addition to the number of shares of Common Stock receivable
thereupon, the amount of securities of the Corporation which it would
have received had the Holder's shares of Series 1-A Preferred Stock
been converted into Common Stock as of the date of such event and had
it thereafter, during the period from the date of such event to and
including the date of exercise, retained such securities receivable by
it as aforesaid during such period, subject to all other adjustments
called for during such period under this Section 5 with respect to the
rights of such Holder.
(4) Adjustment for Recapitalization, Reclassification, or Exchange.
If the Common Stock issuable upon the conversion of the Series 1-A
Preferred Stock is changed into the same or a different number of
shares of any class or classes of stock of the Corporation, whether by
recapitalization, reclassification or other exchange (other than a
subdivision or combination of shares, or a stock dividend or a
reorganization, merger, consolidation or sale of assets, provided for
elsewhere in this Section d), then and in any such event each Holder
of Series 1-A Preferred Stock shall have the right thereafter to
convert the Series 1-A Preferred Stock into the kind and amount of
stock and other securities and property receivable upon such
recapitalization, reclassification or other exchange by holders of the
number of shares of Common Stock into which the number of shares of
Series 1-A Preferred Stock then by such Holder could be converted
immediately prior to such recapitalization, reclassification or other
exchange, all subject to further adjustment as provided herein.
(5) Reorganizations, Mergers, Consolidations or Sales of Assets. If
at any time or from time to time there is a capital reorganization of
the Common Stock (other than a subdivision or combination of shares or
a stock dividend or a recapitalization, reclassification or other
exchange of shares, provided for elsewhere in this Section d) or a
merger or consolidation of the Corporation with or into another
corporation, or the sale of all or substantially all of the
Corporation's assets to any other person, then, as a part of such
capital reorganization, merger, consolidation or sale, provision shall
be made so that each Holder of the Series 1-A Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series 1-A
Preferred Stock the number of shares of stock or other securities or
property of the Corporation, or of the successor corporation resulting
from such capital reorganization, merger, consolidation or sale, to
which a holder of the number of shares of Common Stock deliverable
upon such exercise would have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section d with respect to the rights of each Holder
of Series 1-A Preferred Stock after the capital reorganization,
merger, consolidation or sale to the end that the provisions of this
Section d (including the number of shares deliverable upon conversion
of the Series 1-A Preferred Stock) shall continue to be applicable
after that event and shall be as nearly equivalent to the provisions
hereof as may be practicable.
(6) Sale of Shares Below Conversion Price.
(a) If at any time or from time to time after the Purchase
Date, the Corporation issues or sells, or is deemed by the express
provisions of this Section d(6) to have issued or sold, Additional
Shares of Common Stock (as hereinafter defined), other than as a
dividend or other distribution on any class of stock as provided in
Section d(2) and other than upon a subdivision or combination of
shares of Common Stock as provided in Section d(1), for an
Effective Price (as
<PAGE> 6
hereinafter defined) less than the then existing Conversion Price,
then and in each such case the then existing Conversion Price shall
be reduced, as of the opening of business on the date of such issue
or sale, to a price determined by multiplying that Conversion Price
by a fraction the numerator of which shall be (A) the number of
shares of Common Stock outstanding at the close of business on the
day next preceding the date of such issue or sale, plus (B) the
number of shares of Common Stock which the aggregate consideration
received (or by the express provisions hereof is 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, plus (C) the number of shares of Common Stock
underlying Other Securities (as hereinafter defined) and the
denominator of which shall be (X) the number of shares of Common
Stock outstanding at the close of business on the date of such
issue after giving effect to such issue of Additional Shares of
Common Stock, plus (Y) the number of shares of Common Stock
underlying the Other Securities at the close of business on the
date of such issue or sale.
(b) For the purpose of making any adjustment required under
this Section d(6), the consideration received by the Corporation
for any issue or sale of securities shall (A) to the extent it
consists of cash be computed at the amount of cash received by the
Corporation, (B) to the extent it consists of property other than
cash, be computed at the fair value of that property as determined
in good faith by the Board, and (C) if Additional Shares of Common
Stock, Convertible Securities (as hereinafter defined) or rights or
options to purchase either Additional Shares of Common Stock or
Convertible Securities are issued or sold together with other stock
or securities or other assets of the Corporation for a
consideration which covers both, be computed as the portion of the
consideration so received that may be reasonably determined in good
faith by the Board to be allocable to such Additional Shares of
Common Stock, Convertible Securities or rights or options.
(c) For the purpose of the adjustment required under this
Section d(6), if the Corporation issues or sells any rights or
options for the purchase of, or stock or other securities
convertible into, Additional Shares of Common Stock (such
convertible stock or securities being hereinafter referred to as
"Convertible Securities") and if the Effective Price of such
Additional Shares of Common Stock is less than the Conversion Price
then in effect, then in each case the Corporation shall be deemed
to have issued at the time of the issuance of such rights or
options or Convertible Securities the maximum number of Additional
Shares of Common Stock issuable upon exercise or conversion thereof
and to have received as consideration for the issuance of such
shares an amount equal to the total amount of the consideration, if
any, received by the Corporation for the issuance of such rights or
options or Convertible Securities, plus, in the case of such rights
or options, the minimum amounts of consideration, if any, payable
to the Corporation upon the exercise of such rights or options,
plus, in the case of Convertible Securities, the minimum amounts of
consideration, if any, payable to the Corporation (other than by
cancellation of liabilities or obligations evidenced by such
Convertible Securities) upon the conversion thereof. No further
adjustment of the Conversion Price, adjusted upon the issuance of
such rights, options or Convertible Securities, shall be made as a
result of the actual issuance of Additional Shares of Common Stock
on the exercise of any such rights or
<PAGE> 7
options or the conversion of any such Convertible Securities. If
any such rights or options or the conversion privilege represented
by any such Convertible Securities shall expire without having been
exercised, the Conversion Price adjusted upon the issuance of such
rights, options or Convertible Securities shall be readjusted to
the Conversion Price which would have been in effect had an
adjustment been made on the basis that the only Additional Shares
of Common Stock so issued were the Additional Shares of Common
Stock, if any, actually issued or sold on the exercise of such
rights or options or rights of conversion of such Convertible
Securities, and such Additional Shares of Common Stock, if any,
were issued or sold for the consideration actually received by the
Corporation upon such exercise, plus the consideration, if any,
actually received by the Corporation for the granting of all such
rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually
converted, plus the consideration, if any, actually received by the
Corporation (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) on the
conversion of such Convertible Securities.
(d) "Additional Shares of Common Stock" shall mean all shares
of Common Stock issued by the Corporation after the Purchase Date,
whether or not subsequently reacquired or retired by the
Corporation, other than: (A) shares of Common Stock issued upon
conversion of the Series 1-A Preferred Stock or any other options
or warrants or convertible securities outstanding or issuable on
the Purchase Date; (B) shares of Common Stock issuable or issued to
the directors, officers and employees of or consultants to the
Corporation; (C) shares of Common Stock issuable or issued as part
of an acquisition by the Corporation of all of or certain assets
(including technology rights) or shares of another company or
entity whether through a purchase, merger, exchange, reorganization
or the like; (D) shares of Common Stock issuable or issued pursuant
to equipment financing or leasing arrangements; or (E) shares
issued in a public offering of the Corporation's securities. The
"Effective Price" of Additional Shares of Common Stock shall mean
the quotient determined by dividing the total number of Additional
Shares of Common Stock issued or sold, or deemed to have been
issued or sold by the Corporation under this Section d(6), into the
aggregate consideration received, or deemed to have been received
by the Corporation for such issue under this Section d(6), for such
Additional Shares of Common Stock. "Other Securities" with respect
to an issue or sale of Additional Shares of Common Stock shall mean
(i) preferred stock, debentures and notes convertible into Common
Stock, and (ii) options or warrants to purchase Common Stock at a
price that is no greater than 95% of the Effective Price of such
issue or sale of Additional Shares of Common Stock. The "number of
shares of Common Stock underlying Other Securities" on a particular
date shall mean the number of shares of Common Stock issuable upon
the exercise or conversion, as the case may be, of such Other
Securities at the close of business on such date but only to the
extent that the holders thereof have the fully vested legal right
to exercise or convert such Other Securities on such date and to
retain the Common Stock issued upon such exercise or conversion.
(7) Upon the occurrence of each adjustment or readjustment of the
Conversion Price, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms
hereof, and shall prepare and furnish to the holders of the Series 1-A
Preferred Stock a certificate setting forth such adjustment or
<PAGE> 8
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.
e. 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) or other distribution, any security
or right convertible into or entitling the holder thereof to receive or any
right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other
right, the Corporation shall mail to each holder of Series 1-A Preferred
Stock at least twenty (20) days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, security or right, and the amount
and character of such dividend, distribution, security or right.
f. Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series 1-A Preferred Stock, such number of
its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of the Series 1-A Preferred
Stock and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of the Series 1-A Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose, including,
without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to this Articles of
Incorporation.
g. Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series 1-A Preferred Stock. All shares
of Common Stock (including fractions thereof) issuable upon conversion of
more than one share of Series 1-A Preferred Stock by a holder thereof shall
be aggregated for purposes of determining whether the conversion would
result in the issuance of any fractional share. If, after the
aforementioned aggregation, the conversion would result in the issuance of
a fraction of a share of Common Stock, the Corporation shall, in lieu of
issuing any fractional share, pay the holder otherwise entitled to such
fraction a sum in cash equal to the fair market value of such fraction on
the date of conversion (determined as provided in Subparagraph 5c).
h. Notices. Any notice required by the provisions of this Paragraph 5
to be given to the holders of shares of Series 1-A Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid,
return receipt requested, and addressed to each holder of record at his
address appearing on the books of the Corporation.
8. Amendment.
Any term relating to the Series 1-A Preferred Stock may be amended and the
observance of any term relating to the Series 1-A Preferred Stock may be waived
(either generally or in a particular instance) only with the vote or written
consent of holders of a majority of the outstanding shares of the Series 1-A
Preferred Stock. Any amendment so effected shall be binding upon the Corporation
and any holder of the Series 1-A Preferred Stock.
<PAGE> 9
9. Restrictions and Limitations.
So long as any shares of Series 1-A Preferred Stock remain outstanding, the
Corporation shall not, without the vote or written consent by the holders of a
majority of the outstanding shares of Series 1-A Preferred Stock, voting
together as a single class:
a. Increase or decrease (other than by conversion) the total number of
authorized shares of Series 1-A Preferred Stock; or
b. Amend the Articles of Incorporation of the Corporation to change
the rights, preferences, privileges or limitations of the Series 1-A
Preferred Stock.
10. No Reissuance of Series 1-A Preferred Stock.
No share or shares of Series 1-A Preferred Stock acquired by the
Corporation by reason of redemption, purchase, conversion or otherwise shall be
reissued, and all such shares shall be returned to the status of undesignated
shares of Preferred Stock.
11. Residual Rights.
Holders of shares of Series 1-A Preferred Stock shall not have any
pre-emptive rights. All rights accruing to the outstanding shares of the Company
not expressly provided for to the contrary herein shall be vested in the Common
Stock.
C. That the number of shares of Series 1-A Preferred Stock is 2,900,000; and
D. That none of such shares of Series 1-A Preferred Stock has been issued.
IN WITNESS WHEREOF Vsource, Inc. has caused this certificate to be executed
by Robert C. McShirley, its President and Ronald J. Sanderson, its Assistant
Secretary, on the date set forth below.
Dated: 2/17, 2000
/s/ Robert C. McShirley
--------------------------------
Robert C. McShirley,
President
/s/ Ronald J. Sanderson
--------------------------------
Ronald J. Sanderson,
Assistant Secretary
<PAGE> 10
STATE OF California )
-------------------------
) ss:
COUNTY OF Ventura )
------------------------
On February 17, 2000 personally appeared before me, a Notary Public, Robert
C. McShirley and Ronald J. Sanderson, who acknowledged that they executed the
above instrument.
/s/ Carlene R. Ackley
--------------------------------
Notary Public
(SEAL)
