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7. The seal of the Corporation shall be in circular form and shall <br />contain the name of the Corporation and the words "Seal, Delaware" and an <br />impression of the seal shall be made on the margin of this page. <br />8. The By-Laws, prepared by counsel for the Corporation, are <br />hereby adopted and approved and the Secretary is authorized to identify said <br />By-Laws by certificate or other distinctive mark and file them in the minute book. <br />9. Professional Bank is hereby designated as the depository of <br />the Corporation and the Corporation hereby adopts depository and borrowing <br />resolutions in the form attached as "Exhibit C." <br />10. The Board of Directors agrees that it is in the best interests of <br />the Corporation to qualify to do business in the State of Colorado and authorizes <br />and directs the proper officers of the Corporation to take any and all acts necessary <br />to so qualify the Corporation, including but not limited to the filing of an <br />Application for Certificate of Authority with the Secretary of State of Colorado <br />and the reservation of the name "Landmark Reclamation, Inc." in the State of <br />Colorado. <br />11. The Board of Directors hereby ratifies the adoption, by the <br />stockholders of the Corporation on December 15, 1994, of the Landmark <br />Reclamation, Inc. Stock Option Plan attached hereto as "Exhibit D" <br />12. Pursuant to the Stock Option Plan ratified in the foregoing <br />resolution, the Board of Directors hereby ratifies the award of stock options to <br />purchase 25,000 shares of the common stock of the Corporation to Jeffrey E. <br />Kahler and stock options to purchase 75,000 shares of the Corporation's common <br />stock to Stephen W. Smith in recognition of their services to the business of the <br />Corporation. Said options will allow the grantees to purchase common shares of <br />the Corporation at a price of $4.67 per share until the close of business on <br />December 19, 2000 and shall vest as to one-third of the shares in each year on <br />each anniversary date of the employment of such persons by the Corporation, <br />beginning with the first year anniversary date of the employment of such persons. <br />The proper officers of the Corporation are hereby authorized and directed to take <br />whatever actions are necessary to evidence the issuance of the stock options <br />granted including, but not limited to, executing and delivering an Award <br />Agreement to the grantees, a copy of which is to be executed by the respective <br />grantee and returned to the Corporation to be placed in the stock ledger of the <br />Corporation. <br />14793CPS:RHL 04/18/95 3