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r f CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER Ron Pedersen and Brian Casper state and certify that: 1. They are the Senior Vice President and Secretary, respectively of Crossland Mortgage Corp., a Utah corporation. 2. The Agreement of Merger in the form attached was duly approved by the Board of Directors and shareholders of the corporation. 3. There is only one class of shares and the total number of outstanding shares is 12,400. 4. The shareholder percentage vote required for the aforesaid approval was 100 percent. 5. The principal terms of the merger agreement in the form attached were approved by the corporation by a vote of the number of shares which equaled or exceeded the vote required. On the date set forth below, in the City of Salt Lake City in the State of Utah, each of the undersigned does hereby declare under the penalty of perjury under the laws of the State of California that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge. Signed on November 30, 2000 Ron Pedersen, Senior Vice President r Brian Casper, Secretary CA BC D- AGREEMENT OF IvMRGER OF FAD I I /W5 (!1537) 200104122 ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVAf,ID AND UNENFORCEABLE UNDER THE FEDERAL LAW. j A CERTIFIED . COPY- i. ATTEST: APR 2. 6� 4 BEVERLY B. K AUFMAN, County Clerk Harris County, Texas & _ l Deputy