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execute and deliver any and all certificates, agreements, instruments,reports, schedules, statements, <br /> consents, documents and information and to incur all such fees and expenses as in such officer's <br /> judgment shall be necessary, appropriate or advisable with respect to the transactions contemplated <br /> by the foregoing resolutions, and to take all other actions that such officer deems necessary, <br /> appropriate or advisable in order to comply with the applicable laws and regulations of any <br /> jurisdiction, or otherwise to effectuate and carry out the purposes of the foregoing resolutions and <br /> to permit the transactions contemplated by the foregoing resolutions to be lawfully consummated, <br /> the taking of any such actions and the execution of any such agreements or other documents <br /> conclusively to evidence the due authorization thereof by the Corporation; and further <br /> RESOLVED, that all lawful actions previously taken by any officer, director,representative <br /> or agent of the Corporation,by or on behalf of the Corporation or any of its affiliates in connection <br /> with the acts, transactions and agreements contemplated by the foregoing resolutions be, and each <br /> of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed <br /> of the Corporation; and further <br /> RESOLVED, that the Secretary or the Assistant Secretary of the Corporation be, and each <br /> of them hereby is, authorized and empowered to certify as to all matters pertaining to the acts, <br /> transactions or agreements contemplated in the foregoing resolutions. <br /> -3- <br /> SYMOM B\0784I O\OOAO01 <br /> HOUSTON\W RITiEN CONSENT-SOLE SHAREHOLDER-NAME CHANGE TO CEMEKDOC <br /> 2/23/01--10:22 AM <br />