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<br />February, 1997, with the original thereof on file in my office. <br /> <br />WITNES S MY HAND officially as such Manager this 12th day of February, 1997. <br /> <br />s~ <br /> <br />SEAL <br /> <br />c:\ WPWIN60\ WPDOCS\C-POINTE\SANDEA W2.RES <br /> <br />3 <br />