Eclipse Corp/Co Watch

from 10KSB 1 page By-Laws of Microtech Medical Systems, Inc. Amendment 3 - Section 13 Amended Pursuant to Corporate Resolution Passed August 15, 1996, the By- Laws of Microtech Medical Systems, Inc., Are Hereby Amended as Follows: Section 13. Number, Tenure and Qualifications. the Number of Directors of the Corporation Shall Be Five. Each Director Shall Hold Office Until the Next Annual or Special Meeting of Shareholders at Which a New Board of Directors Is Elected and Until His Successor Shall Have Been Elected and Qualified. Directors Need Not Be Residents of Colorado or Shareholders of the Corporation. Dated This 15th Day of August, 1996. J. Royce Renfrow, Corporate Secretary <page> By-Laws of Microtech Medical Systems, Inc. Amendment 2 - Section 23 Amended Pursuant to Corporate Resolution Passed June 27, 1996, the By- Laws of Microtech Medical Systems, Inc., Are Hereby Amended as Follows: Section 23. Informal Action by Directors. Any Action Required to Be Taken at a Meeting of the Board of Directors, or Any Other Action Which May Be Taken at a Meeting of the Board of Directors, May Be Taken Without a Meeting if a Consent in Writing, Setting Forth the Action So Taken, Shall Be Signed by All of the Directors With Respect to the Subject Matter Thereof. Directors or Any Committee Designated by the Directors May Participate in a Meeting of the Board of Directors or Committee by Means of Conference Telephone or Similar Communications Equipment by Which All Persons Participating in the Meting Can Hear Each Other at the Same Time. Such Participation Shall Constitute Presence in Person at the Meeting. Any Written Consent May Be Signed by the Directors on Separate Counterparts and the Facsimile Transmission of a Director's Signature Shall Be Deemed the Equivalent of the Original Signature Thus Transmitted. Dated This Day of , 1996. J. Royce Renfrow, Corporate Secretary

from 10KSB 1 page Microtech Medical Systems, Inc. Secretarial Certificate I, J. Royce Renfrow, Do Hereby Certify That I Am the Duly Elected Corporate Secretary and the Keeper of the Record of Microtech Medical Systems, Inc., a Corporation Organized and Existing Under the Laws of the State of Colorado, and That the Following Is a True and Correct Copy of Certain Resolutions Duly Adopted at a Meeting of the Board of Directors Thereof, Convened and Held in Accordance With the By-Laws of Said Corporation on the 16th Day of October, 1996, and That Such Resolutions Are Now in Full Force and Effect: "Resolved, That the Corporate Officers Are Hereby Authorized to Issue to Glacier Valley Holding Corporation Six Million Two Twenty-Five Thousand (6,225,000) Shares of Common Stock in the Corporation, Restricted Pursuant to Rule 144 Pursuant to Agreement of September 30, 1996, in Partial Consideration of the Corporation S Purchase of a Portion of the Community at Bear Creek Subdivision. in Witness Whereof, I Have Affixed My Name as Corporate Secretary and Have Caused the Corporate Seal of Said Corporation to Be Hereunto Affixed, This Day of October, 1996. Corporate Secretary Sworn to and Subscribed Before Me, This Day of October, 1996. Notary Public My Commission Expires <page> Note: Original of the Amendment Is Attached Here

from 10KSB ~10 pages Amended Articles of Incorporation