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MINUTES OF ANNUAL MEETING OF <br /> SERIES A SHAREHOLDERS AND DIRECTORS OF <br /> CONNELL RESOURCES, INC. <br /> The undersigned, being all of the Series A shareholders(the "shareholders") and <br /> directors of Connell Resources, Inc., a Colorado corporation(the "Corporation")take the <br /> action set forth below, and to evidence their waiver of any right to dissent from such <br /> action, consent as follows: <br /> RICHARD CONNELL <br /> Shareholder and Director <br /> T9NY A. CONNELL <br /> -Shareholder and Director <br /> SHERI C. WELCH <br /> Shareholder and Director <br /> -SANDRA C. HEINE <br /> Shareholder <br /> By informal action the Series A shareholders unanimously elected the following <br /> persons as directors of the Corporation to serve until the next annual meeting or until <br /> their successors have been elected and qualified: <br /> Richard Connell <br /> Tony A. Connell <br /> Sheri C. Welch <br /> By informal action the shareholders unanimously elected the following persons to <br /> the offices stated beside their respective names until the next annual meeting or until their <br /> successors have been elected and qualified: <br /> Richard Connell Chairman of the Board <br />