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_~ - _- <br />OXBOW CARBON & MINERALS, INC. <br />ASSISTANT SECRETARY'S CERTIFICATE <br />- III IIIIIIIIIIIII III <br />999 <br />I, J. Michael Smith, the duly elected, authorized and acting Assistant Secretary of Oxbow <br />Carbon & Minerals, Inc., a Delaware corporation (the "Corporation") with a place of business at <br />1601 Forum Place, Suite P-2, West Palm Beach, FL 33401, hereby certify that 1 have Imowledge of <br />the Corporation's corporate records, and that attached hereto as Exhibit 1 is a true and correct copy <br />of resolutions adopted by the Unanimous Consent of the Board of Directors effective as of the 9th <br />day of September, 1996, which resolutions have not been rescinded or modified as of the datc hereof. <br />Effective as of September 16, 1996 <br />J. Michael Smith, Assistant Secretary <br />^~\COPP\OOI\CE11T.G1 <br />