RESOLUTION AND UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
ATI NETWORKS, INC.
April 24, 1998
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of ATI NETWORKS, INC. do hereby waive
any and all notice that may be required to be given with respect to a meeting
of the Directors of the Corporation and do hereby unanimously take, ratify,
confirm and approve the following actions, as of April 24, 1998:
WHEREAS, a plan of share exchange has been executed and ratified by the
boards of directors of ATI, Network, Inc. and ATI, Inc., respectively, and
the Board of Directors of ATI Networks, Inc. has determined that it is in the
best interest of the Corporation to issue from the treasury nine hundred
sixty-six thousand eight hundred forty (966,840) shares of common stock in
connection with the plan of share exchange.
1.RESOLVED: That the Corporation issue the following number of shares of
Common Stock on behalf of the Corporation, as described below:
Name Number of Shares Consideration
Treasury 966,840 Exchange of Shares
1:1 Basis ATI, Inc.)
2.RESOLVED, that these Minutes of action shall constitute the record of a
Special Meeting of the Board of Directors of ATI Networks, Inc., and when
signed by the Secretary of the Corporation, or any other proper officer, is
hereby authorized to certify any of the actions hereinafter taken of this
Corporation, on the date hereof, in accordance with the requirements
established by law.
3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned officer has evidenced their approval
of the above proceedings as of the date first above mentioned.
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER,
Secretary and General Counsel
MINUTES OF A SPECIAL MEETING OF
DIRECTORS OF WATERFORD INTERNATIONAL, INC.
ADOPTING A PLAN OF SHARE EXCHANGE
Pursuant to the provisions of the Colorado Business Corporation Act, as
amended, a Special Meeting of the Directors of WATERFORD INTERNATIONAL, INC.
(the "Corporation") was held, pursuant to written notice as required by
Sections 7-7-106, 7-4-123 and 7-3-124 of the Colorado Revised Statutes on
April 14, 1998, at 10:00 a.m. at the Corporation's offices at 360 Thames
Street, Newport, Rhode Island 02840.
Mr. Werner, President of the Corporation, served as Chairman of the
meeting, and asked Mr. Thatcher to serve as Secretary of the meeting. There
were two (2) shareholders present at the meeting, including Mr. Werner,
together with Mark T. Thatcher, counsel for the Corporation. Mr. Thatcher
reported that written notice of the meeting had been duly given, according to
the requirements of Colorado law, to all shareholders of the Corporation. He
further reported that there were currently TWO MILLION TWO HUNDRED SEVENTEEN
THOUSAND FIVE HUNDRED (2,217,500) shares of the Corporation outstanding, and
the number of shares entitled to vote was the same. He stated that TWO
MILLION (2,000,000) shares were represented in person at the meeting, and
that none were represented by written proxy.
Mr. Werner then stated that a quorum was present, and that the only
business of the meeting was to consider a Plan of Share Exchange with AMERICAN
TECHNOLOGIES, INC., as set forth in the Notice to Shareholders of Special
Meeting, which had been mailed to all shareholders of record of the
Corporation on or about April 14, 1998. Whereupon, upon motion duly made,
seconded and carried, with TWO MILLION (2,000,000) shares voting for, TWO
HUNDRED SEVENTEEN THOUSAND FIVE HUNDRED (217,500) shares abstaining, and no
shares voting against, it was:
1.RESOLVED, that the Directors of this Corporation hereby determine that the
share exchange of the Corporation with AMERICAN TECHNOLOGIES, INC., a
Wisconsin corporation, pursuant to the provisions of CRS Section 7-7-106, as
amended, and upon the terms and conditions set forth in the written Plan of
Share Exchange, dated April 14, 1998, as submitted to and as attached to the
minutes of this meeting, is advisable and generally to the advantage of and
for the benefit of this Corporation and its shareholders; and
2.RESOLVED, that the Plan of Share Exchange dated April 14, 1998 presented to
the meeting and the share exchange therein provided for be and the same are
hereby approved, and the execution of the said Plan by the members of the
Board of Directors and by proper officers of this Corporation is hereby
approved and authorized; and
3.FURTHER RESOLVED, that the proper officers, counsel, and accountants for the
Corporation, in collaboration with the officers, counsel, and accountants for
AMERICAN TECHNOLOGIES, INC., be and they hereby are, authorized and directed
to take all further steps necessary or desirable to implement the Plan of
Share Exchange, in accordance with its terms; and
4.FURTHER RESOLVED, that inasmuch as said Plan of Share Exchange has now been
duly adopted by the directors and approved by the shareholders of this
Corporation, pursuant to the laws of the State of Colorado and by the
directors and shareholders of AMERICAN TECHNOLOGIES, INC., the President or
any Vice President and the Secretary or any Assistant Secretary of this
Corporation be, and each of them hereby is, authorized to certify the fact of
such adoption of said Plan of Share Exchange, and that, when said Plan of
Share Exchange shall have been so certified on behalf of this Corporation and
have been similarly certified on behalf of AMERICAN TECHNOLOGIES, INC., the
proper officers of this Corporation be and they hereby are, authorized and
directed to cause Articles of Share Exchange to be filed with the Secretary
of State of Colorado pursuant to the provisions of the Colorado Business
Corporation Act, 1973 C.R.S. Section 7-7-104, as amended; and
5.FURTHER RESOLVED, that the proper officers and directors of this Corporation
be, and they hereby are, authorized and directed to execute, in the name and
on behalf of this Corporation and under its corporate seal or otherwise, and
to deliver any and all agreements, certificates, applications or other
instruments and to take from time to time any and all such other action
necessary or desirable to carry out the purposes of the foregoing resolutions.
Whereupon there being no further business, the meeting was adjourned.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER, Director
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER, Director
UNANIMOUS CONSENT MINUTES OF
BOARD OF DIRECTORS OF WATERFORD INTERNATIONAL, INC.
ADOPTING A PLAN OF SHARE EXCHANGE
Pursuant to the provisions of the Colorado Business Corporation Act, as
amended, the following actions were taken by the Board of Directors of
WATERFORD INTERNATIONAL, INC. (hereinafter referred to as "Waterford" and/or
the "Corporation") by the unanimous written consent of each of the directors
of the Corporation as of April 21, 1998:
1.RESOLVED, that the Board of Directors of this Corporation hereby determines
that the share exchange of the Corporation with AMERICAN TECHNOLOGIES, INC.,
a Wisconsin corporation, pursuant to the provisions of CRS Section 7-7-106, as
amended, and upon the terms and conditions set forth in the written Plan of
Share Exchange, dated April 24, 1998, as submitted to the Board
and as attached to the minutes of this meeting, is advisable and generally to
the advantage of and for the benefit of this Corporation and its
shareholders; and
2.FURTHER RESOLVED, that the Plan of Share Exchange presented to the meeting
and the share exchange therein provided for be and the same are hereby
approved, and the execution of the said Plan by the members of this Board and
by proper officers of this Corporation is hereby approved and authorized; and
3.FURTHER RESOLVED, that the proper officers, counsel, and accountants for the
Corporation, in collaboration with the officers, counsel, and accountants for
WATERFORD INTERNATIONAL, INC., be and they hereby are, authorized and directed
to take all further steps necessary or desirable to implement the Plan of
Share Exchange, in accordance with its terms; and
4.FURTHER RESOLVED, that inasmuch as said Plan of Share Exchange has been duly
adopted by the directors of this Corporation, pursuant to the laws of the
State of Colorado and by the directors of WATERFORD INTERNATIONAL, INC., the
President or any Vice President and the Secretary or any Assistant Secretary
of this Corporation be, and each of them hereby is, authorized to certify the
fact of such adoption by the Board of Directors of this Corporation of said
Plan of Share Exchange; and
5.FURTHER RESOLVED, that the proper officers of this Corporation be and they
hereby are authorized and directed to submit the Plan of Share Exchange, and
to give notice to all shareholders of the Corporation, pursuant to the
statutory requirements of Sections 7-7-106, 7-4-123 and 7-4-124 of the
Colorado Revised Statutes.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER, Director
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER, Director
BOARD OF DIRECTOR RESOLUTIONS
WATERFORD INTERNATIONAL, INC.
The Board of Directors of WATERFORD INTERNATIONAL, INC.. (the "Company"),
at a meeting pursuant to written notice at 10:00 a.m. on April 14, 1998, at
the Company's offices, adopted the following resolutions:
"RESOLVED, that the Board of Directors hereby grants and delegates to the
Special Committee (the "Committee") appointed at the WATERFORD INTERNATIONAL,
INC. Board Meeting, full power and authority to negotiate and recommend for
approval by the Board engagement letters with an investment banker, with
corporate legal counsel, and with outside special legal counsel, in connection
with the proposed share exchange transaction with AMERICAN TECHNOLOGIES,
INC.; and
FURTHER RESOLVED, that in connection with such transaction the Board
hereby grants and delegates to the Committee full power and authority to
supervise the necessary due diligence investigations in connection with the
proposed transaction, to supervise the negotiations with AMERICAN
TECHNOLOGIES, INC., in respect to the proposed transaction, to receive any
offers from AMERICAN TECHNOLOGIES, INC., and to report such offers to the
Board for consideration and evaluation by the Board; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes the
Committee to promulgate guidelines in the form presented to this meeting and
attached as Schedule 1 to the minutes, giving specific authority, duties and
responsibilities to the appropriate officers of the Company in connection with
the proposed transaction; provided, that the Committee may expand and/or amend
these guidelines from time to time, as deemed necessary by the Committee; and
FURTHER RESOLVED, that the Board of Directors hereby authorizes the
appropriate officers of the Company to sign whatever further documents and
perform whatever further acts may be necessary to implement the foregoing
resolutions."
The following directors who were personally present at the Board of
Directors meeting on April 14, 1998, do hereby acknowledge receipt of verbal
notice of said meeting, waive any requirement of written notice, and ratify,
confirm and unanimously approve the actions taken by the board of Directors,
as reflected in the Minutes of the April 14, 1998 meeting.
/s/ Christopher O. Werner
________________________________
CHRISTOPHER O. WERNER
/s/ Mark T. Thatcher
________________________________
MARK T. THATCHER
Dated: April 14, 1998