The undersigned, being the sole incorporator of (USA) Inc., a Delaware corporation (the "Corporation"), acting without a meeting pursuant to Section 108 (c) of the Delaware General Corporation Law in lieu of an organization meeting, hereby takes the following action and adopts the following resolutions:

RESOLVED, that a copy of the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on [specify date], shall be kept in the minute book of the Corporation.

RESOLVED, that the form of By-Laws for the Corporation, as attached to this certificate, be and it hereby is adopted as the By-Laws of the Corporation, and a copy thereof shall be kept in the minute book of the Corporation.

RESOLVED, that the form of seal for the Corporation, as imprinted in the margin of this certificate, be and it hereby is approved.

RESOLVED, that the form of certificate for shares of the capital stock of the Corporation, as attached to this certificate, be and it hereby is approved.

RESOLVED, that the Board of Directors of the Corporation shall consist of three Directors.

RESOLVED, that the following persons be and they hereby are elected Directors of the Corporation, to hold office in accordance with the By-Laws until the first annual meeting of the stockholders and until their successors, if any, are elected and qualified:

RESOLVED, that the Directors of the Corporation be and they hereby are authorized and empowered in their discretion to issue shares of the capital stock of the Corporation to the full amount authorized by the Certificate of Incorporation, in such amounts and for such consideration as from time to time shall be determined by the Board of Directors and as permitted by law.