HEREAS, Mr. Epstein's death created a vacancy on the Board of Directors which has been filled in accordance with the provisions of the Corporation's Articles of Incorporation and Bylaws by the unanimous written consent of the remaining Directors; WHEREAS, following the appointment of Richard D. Kahn as a Director of the Corporation

required to be set forth therein either is not material or is included in the financial statements or notes thereto. (a) (3) List of Exhibits 3. Articles of Incorporation and Bylaws. 3.1 Certificate of Incorporation of the Company, dated March 8, 1982 incorporated by reference to Exhibit 3.1 to the Company's Annual Report on F