day of was incorporated under the laws of Antigua and Barbuda on the 19 JUNE 1995; is in good standing and enjoys all the rights, powers and privileges conferred by law consistent with the attached Articles of Incorporation. CONSENT TO ACTION IN LIEU OF A MEETING OF SHAREHOLDERS OF AMERICAN INTERNATIONAL MANAGEMENT SERVICES LTD. In accordance with Section 161 (1) of the International Business Corporations Act, 1982, No. 28 of 1982, the undersigned, representing all the shares of AMERICAN INTERNATIONAL MANAGEMENT SERVICES LTD. hereby adopts the following resolution(s) as of the date shown below: RESOLVED, that the name of the Company be changed to Dated: December 30, 1997 John Greaves Pursuant to Section 161 (1) (a) of the International Business Corporations Act, 1982, No. 28 of 1982, the undersigned hereby certifies that: AMERICAN INTERNATIONAL MANAGEMENT SERVICES LTD. By Special Resolution of the Company dated December 30, 97 changed its name to: OVERSEAS MANAGEMENT SERVICES LTD. ANTIGUA MANAGEMENT & TRUST LTD. Ms. Lillia Mingo Business corporations August 30, 1999 RE: AVERY, SIKES, BRODY, LTD. - 11327 COMMERCIAL INVESTMENT CORPORATION -984 INTERNATIONAL-YACHTING & MANAGEMENT LTD./1045 MI ROCK LTD. — 11057 OVERSEAS MANAGEMENT SERVICES LTD. .-3653 Dear Ms. Mingo: We have been requested by our clients to have Thank you for your cooperation. Yours sincerely, Catheum C. Thomas Catherine C. Thomas Woods Centre, Friars Hill Road, Box 1407, St. John's, Antigua, W.I. Telephone: (268) 462-8975 Fax: (268) 462-1262/8976 E-Mail: amt@candw.ag |