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<br />RECORD OF ACTION TAKEN BY CONSENT OF <br />THE BOARD OF DIRECTORS OF <br />LANDMARK RECLAMATION, INC. <br />The undersigned, who are all of the directors of LANDMARK <br />RECLAMATION, INC. a Delaware corporation, unanimously waive the holding <br />of a meeting of the corporation and consent to the following actions pursuant to <br />section 141(f) of the Delaware General Corporation Law: <br />1. The Certificate of Incorporation, filed in the Office of the <br />Secretary of State of Delaware on January 11, 1995, are hereby adopted and <br />confirmed. <br />2. The Corporation approves and adopts as the form of <br />certificate to represent the 10,000,000 authorized shares of the $.001 par value <br />common stock in the form attached and marked "Specimen" and "Exhibit A", and <br />the form of certificate to represent the 2,000,000 authorized shares of the $.001 <br />par value preferred stock in the form attached and marked "Specimen" and <br />"Exhibit B." <br />3. Of the authorized capital common stock of the Corporation, <br />20,000 shares of common stock with a par value of $.001 per share may be offered <br />for sale in an aggregate amount of $200, based upon the purchase price of $.01 per <br />share, payable in cash. <br />4. The following subscription agreements, dated as of <br />January 11, 1995, for the $.001 par value common stock of the Corporation, are <br />hereby approved and accepted on behalf of the Corporation: <br />(a) Subscription agreement of Randall Investments for <br />1,400 shares. <br />(b) Subscription agreement of Richard L. Randall for <br />12,241.399 shares. <br />(c) Subscription agreement of Stuart Cameron for <br />192.7416 shares. <br />(d) Subscription agreement of Daniel Almond for 39.655 <br />shares. <br />14793CPS:R}IL 04118/95