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iii iiiiininiii iii <br />999 <br />CYPRUS EMPIRE CORPORATION <br />ACTION OF SOLE SHAREHOLDER THROUGH <br />WRITTEN' CONSENT IN LIEU OF MEETING <br />THE UNDERSIGNED, being the Sole Shareholder of Cyprus Empire <br />Corporation, a corporation organized under the laws of the State of Delaware (the <br />"Corporation"), does hereby consent, pursuant to Section 223 of the General Corporation <br />Law of the State of Delaware, to the adoption of the following resolutions without a <br />meeting and to the taking of the actions authorized thereby: <br />RESOLVED, that the resignations of the following Directors be, and <br />hereby are accepted: <br />Garold R. Spindler <br />Gerald J. Malys <br />Philip C. Wolf <br />and be it further, <br />RESOLVED, that the election of the following as Directors of the <br />Corporation be, and hereby is, confirmed, ratified and continued, said Directors to <br />serve until their successors are duly elected and qualified or until their earlier <br />death, resignation or removal: <br />James Roberts <br />John M. DeMichiei <br />Frank J. Wood <br />