FORM 3

VISION L.P.

CORPORATE RESOLUTIONS AND CERTIFICATE

        I,_______________________, Secretary of__________________________, a corporation organized under the laws of the State of______________________________(the "Corporation") DO HEREBY CERTIFY that a meeting of the Board of Directors of the Corporation, held in accordance with its charter and by-laws on the__________________day of _____________ , 19____, at which a quorum was at all times present and acting, the following resolutions were duly adopted and that the resolutions have not been amended, rescinded or revoked and do not conflict with any of the provisions of the charter or by- laws of the Corporation;

        (1) RESOLVED: That

(Name+Office) _______________________________________________________________________________

and  (Name+Office)_____________________________________________________________________

and each of them, or such other person as the Corporation may designate from time to time either in writing or by his apparent authority, be and hereby are authorized to trade in commodities, commodity futures contracts, options on commodities, and option on commodity futures contracts (collectively, "futures contracts") for the account and risk of this Corporation through and with the firm of VISION L.P. ("VISION") and its successors and assigns, the authority hereby granted including the power to do any and all of the following:

(a) To buy, sell and agree to buy and sell futures contracts, on margin or otherwise, the power to sell including the power to sell "short";

(b) To deposit with and withdraw from the account or accounts maintained at VISION money, securities and other property;

To receive requests and demands for additional margin, notices of intention to sell or purchase and other notices and demands of what ever character;

(d) To receive and acquiesce in the correctness of such notices, statements of account and other records and documents; and it was further

(2) RESOLVED: That notices, statements, and demands upon the Corporation by or from VISION in connection with the Corporation's account or accounts may be delivered verbally or in writing to any of the above designated persons as though dealing with the Corporation; and it was further

(3) RESOLVED: That the execution and delivery of a Customer Account Application and Customer Agreements are hereby authorized and that the officers of the Corporation are hereby directed to execute such Agreements, and all other agreements by and on behalf of the Corporation and to deliver them to VISION; and it was further

(4) RESOLVED: That VISION is authorized to act upon the authority of these resolutions until receipt by it of a certificate showing rescission or modification thereof signed by the Secretary of this Corporation and under its seal, and that VISION is also authorized to recognize and deal with the officers of this Corporation whose names are set forth in this certificate, until receipt by VISION at its New York office of a further certificate, setting forth the name(s) of another person or other persons as such officers; and it was further

(5) RESOLVED: That it is the Intention of the Corporation to give the persons empowered to trade in futures contracts the broadest possible power with respect to the account or accounts of the Corporation, and the Corporation agrees to hold VISION harmless against any and all claims that may arise by reason of following any instruction, order, or direction given by any of the empowered persons.

I further certify that each of the following has been duly elected and is now legally holding the office designated below his or her respective name:

_______________________________ ___________________________

President Vice President

_______________________________ ___________________________

Treasurer Secretary

I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect thesetransactions and to take all actions as recited in these resolutions. Furthermore, VISION may rely upon certification in establishing and maintaining accounts for the Corporation.

In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this __________day of________ ,19

X_________________________________

CORPORATE SECRETARY

(CORPORATE SEAL) Rev. April, 1995