LAUREL HOLDING INC. MINUTES OF A MEETING OF THE DIRECTORS HELD IN THE CITY OF PANAMA, REPUBLIC OF PANAMA, ON DECEMBER 16,1998 PRESENT: ‘CHAIRMAN ‘SECRETARY: QUORUM: ISSUANCE OF SHARES: JOHN FOSTER MYRNA DE NAVARRO. Mr. JOHN FOSTER, President of the company, acted as Chairman of the meeting. Mrs. MYRNA DE NAVARRO, Secretary of the company, acted as Secretary of the meeting. ‘The Secretary informed the meeting that due notice of this meeting had been given to all of the Directors of the corporation and that a quorum was present. RESOLVED to, annul the» following» share certificates issued on May 14th, 1996: Certificate No.1 for 835 shares in favour of Moshe, Rothschild. Certificate No.2 for 825 shares in favour of Enrique Benavides. Certificate No.3 for 625 shares in favour of Cesar Crousillat. Certificate No.4 for 625 shares in favour of Claus Corpancho. Certificate No.5 for 625 shares in favour of Guillermo Burga-2- Certificate No.6 for 1,250 shares in favour of Luis Duthurburu. FURTHER RESOLVED to issue four (4) bearer shares certificates for 1,250 shares each. FURTHER RESOLVED that the Company Seal be affixed to the above share certificates and that it be signed by the President and the Secretary of the company. ANY OTHER BUSINESS: There being no further business, the meeting was declared closed. JOHN FOSTER MYRNA DE NAVARRO Chairman SecretaryWATERTOWN INC. RESOLUTION OF THE DIRECTORS OF THE COMPANY ENTERED IN THE MINUTE BOOK PURSUANT TO ARTICLE 76 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY THIS 6TH DAY OF MARCH, 1946. IT WAS NOTED that the Company had been incomporated under The Commonwealth of The ‘Bahamas as an International Business Company on 6th March, 1996, IBC aumber 41,767 B. IT WAS FURTHER NOTED that in accordance with Article 49 of the Articles of Association, the Subscribers to the Memorandum of Association had appointed Andrés M. Sanchez and ‘Marcos A. Muiioz as Directors of the Company. IT WAS FURTHER NOTED that the Registered Office of the Company is P.O. Box CB 13.253, ‘Nassau, Bahamas, IT WAS FURTHER NOTED that Alemén, Cordero, Galindo & Lee (Bahamas) Limited of P.O. Box CB 13.253, Nassau, Bahamas are the Registered Agents of the Company. IT WAS RESOLVED that the seal, an impression of which is hereto affixed, be and is adopted ‘as the company seal. IT)WAS FURTHER RESOLVED that the» following. persons be» appointed officers of the Company: Andrés M. Sdnchex President: Mareos A. Mukoz Seeretary IT WAS FURTHER RESOLVED that 4,985 shares of a par value of US$1.00 each be issued. IT WAS FURTHER RESGLVED that the following share certificates be issued: CERTIFICATE ‘NUMBER HOLDER NUMBERED OF SHARES Moshe Rothschild a 83sEnrique Benavides César Crousillat Claus Corpancho Guillermo Burga Luis Duthurburu 4,250 ‘and that they be signed and sealed. Adopted and signed this 6th day of March, 1996. ‘Marcos A. Muiioz Director Oe 225 225 @2s 25 Sanchez