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CSc- ID :312-372-4996 RPR 11 '02 14 :02 No .003 P -04 <br /> DEC-04-2000 MON 05t21 PM FAX N0, 817175284401 P. D4 <br /> 4. No shareholder of the-Corporation shall have any preeTnptivc rights by virtue of <br /> Section 302A.413 of the Minnosom Statutes(or any similar provisions of future law)to subsorlbo <br /> fel,purchase oracquiro(i)airy shares offt Cotporalion orally class or series,whether unissued or <br /> now err hcrcaP.er sttthcrized, or (ii) any eblieations at othar sccurifics ConVertibla into or <br /> cxcbangeable for(or that carry any othor right to acquire)any such shares,securities orobligalions. <br /> or(iii)any other ri ghts to purchase any such ahares,seta;ilics or obligations, Tlic Corporatlon shal l <br /> hnvo the power,however,in its discretion to grant such rights by agrnenrent or other instrumatt to <br /> any person or persons(whether or not they are shareholders). <br /> S. No shareholder of the Corporation shall be entitled to my cumulative voting lights. <br /> ARTICLE IV <br /> Any act}on required or penninerl to he taken by the Board of Directors of(fie Corporation <br /> may be taken by written action signed by the numbar of dircetors that would he vcquv eel to take the <br /> Sarno action at a meeting of the Board of Directors of the Corporation at which Al directors are <br /> present, oxecpt aN to those aetlons requiring shorcholder approval. <br /> ARTICLE V <br /> To The fullosl exicnl potm fitted by the INinncsotu Tivainusa Corporation Act as the scone oxists <br /> or may hcroaRcr be amondcd, a director of the Corporation shall not be personally liable to the <br /> Corporation or Its shalrholdcrs fortnonclary damages for broach offiduciary duty as n director. No <br /> amondment to or repeal of this Airicie shRII apply to or have ally effect on dtc liability or nllcged <br /> linhilily of ally director of the Corporation for or with respect to any acts or omissions of pith <br /> director occurring prior to such nniendmcnt or rcpoal. <br /> STATE OF.MINNESUP <br /> HEPAR F'LTn NTC)F sTATF. <br /> F., <br /> U` <br /> �D/EaCupy <br /> 3ncetaN n� <br /> WGH S-DaDTWa20eaa.r -2- <br /> .v <br />