WISCONSIN STATE CERTIFICATE OF INCORPORATION

To All to Whom These Presents Shall Come, Greeting:

1, RICHARD L. DEAN, Secretary, Department of Financial Institutions, do hereby certify that

LLOYD A. SCHNEIDER/DAPHNE H. SCHNEIDER MOUNDS AND HABITAT UNITING NATIVE TRIBES FOUNDATION, INC. (MAHUNT)

is a domestic corporation organized under the laws of this state and that its date of incorporation is APRIL 5,1999.

I further certify that corporation has not yet completed its initial report year and, accordingly, has not yet filed an annual report under ss. 180.1622, 180.1921 or 181.1622, Wis. Stats.; and that said corporation has not filed articles of dissolution.

 
Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed by the Corporations Division of the Secretary of State and is the successor custodian of corporate records formerly held by the Secretary of State.

LLOYD A. SCHNEIDER / DAPHNE H. SCHNEIDER
MOUNDS AND HABITAT UNITING NATIVE
TRIBES FOUNDATION, INC.
(MAHUNT),
Certificate of President

I, James A Schneider, do hereby certify that I am the President of the LLOYD A. SCHNEIDER / DAPHNE H. SCHNEIDER MOUNDS AND HABITAT UNITING NATIVE TRIBES FOUNDATION, INC. (MAHUNT), a Wisconsin non-stock corporation (the "Corporation"), and that I have been duly elected to such office in accordance with the Bylaws of the Corporation. I hereby further certify as follows;

1. Attached hereto as Exhibit A is a true and correct copy of the Amended and Restated Articles of Incorporation of the Corporation.

2. There are no voting members of the Corporation and the Amended and Restated Articles of Incorporation require approval only by the Board of Directors of the Corporation. Attached hereto as Exhibit B is a true and correct copy of the Board of Directors' Consent Resolution approving and adopting the Amended and Restated Articles of Incorporation by unanimous written consent.

3. The Amended and Restated Articles of Incorporation supersede and take the place of the existing Articles of Incorporation of the Corporation.

IN WITNESS WHEREOF, I have set my hand this 22nd day of May, 1999

/s/ James A. Schneider James A. Schneider President