09/29/2003 12:20 '440-774-28n PAUL I-EffikAN PG PAGE el Articles of incorporation Page 5 otherwise, as the Board C•IDirectors to authorize in its sole discretion may determine and aecuted mortgages the mortgaging or pledging of, and to authorize and cause to be and thaw upon any property of the .corporation, *.perborial; real or including after acquired properly. c) corporation To determine whether any, and, if any, what pan of the net profits of the dividends and or of its net assets in excess of its capital shall be declared in paid to The stockholders, and to direct and determine and dispoiltion the use thereof. d) To contract Vie Board in the name ° 0mporatetke with individual members of the of Directors in theitacfividual capacity or as representatives of any firm, Assn: aeon or corporatkmr. e) To sell or otherwise corporation. ,dispose of the real or personal property of the f) to To make set apart a reterve %itsetves, and to abolish such reserve or reserves, or sueb:otherpirovisions, if any, as the Board of Directors may deem necessary or adcitsable far working capital, for additions, betterments improvements and to plant and .equipmentrfor expansion of the business of the corpolop'n (ilitiudhig the acquisition of real and personal ptoperty for this purpose) add for„any other purpose of the emporation. To atablish bonus, prolit-sharing, pension, thrift and other types of compensation incentive, or retirement plans for the officers tutd employees (including officers and employees who are also directors) of the corporation and to fix &Omits the amounts of profits to be distributed or shared or contributed and the of the corporation's fiords otherwise to be devoted thereto and to determine the.pessons to participate in any such plans and the Molina of their respective participation. It) To issue, or grant optionsfor the purpose of shares of stocic Oldie corporation directors) to officers and employees (including officers and employees who are also of Directors of the corporation and on such terms and conditions as the Board may from time to time determine. i) To cram. into contracts for the managentent of the business of the corporation for terms not exceeding five (5) years. . 4. 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098197 SDNY_GM_00244381 EFTA01392895