Resolution of Board of Directors


    
      	
              Resolution
                of Board of Directors

            
	
              By

            
	
              Advanced
                Materials, Inc.,

            
	
              a
                California corporation (the "Corporation").

            
	
              Dated:
                March
                1, 2007

            


    

    


    The
      Corporation desires to engage in financial transactions from time to time with
      JPMorgan Chase Bank, N.A., and its successors and assigns (the "Bank");
      and

    


    The
      Corporation desires to authorize certain of its representatives to engage in
      these transactions for the Corporation; and

    


    The
      Corporation desires to ratify all past transactions and eliminate the necessity
      of presenting separate individual resolutions to the Bank in the future;
      and

    


    The
      Corporation has found that the transactions authorized by the resolutions are
      or
      will be in the Corporation's interest and to its financial benefit.

    


    Resolved:
      That any
      _____ [if this blank is not completed then those authorized herein can act
      singly on behalf of the Corporation] of the following named representatives,
      of
      this Corporation whose actual signatures are shown below:

    


    
      	
              Title,
                if any

            	 	
              Printed
                Name

            	 	
              Signature

            
	 President
              and CFO	 	 William
              G Mortensen	 	 /s/William
              G Mortensen
	 Accounting
              Manager	 	 Feng
              Zheng	 	 /s/Feng
              Zheng
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    are
      authorized from time to time for the Corporation to enter into any agreements
      of
      any nature with the Bank, and those agreements will bind the Corporation.
      Specifically, but without limitation, the authorized person is authorized,
      empowered, and directed to do the following for and on behalf of the
      Corporation:

    


    
      	1.  	
              Borrow
                and incur any indebtedness, negotiate and procure loans, lines of
                credit,
                letters of credit, discounts, and any other credit or financial
                accommodations from the Bank in any form and in any amount and on
                any
                terms as may be agreed upon between the Corporation and the
                Bank.

            


    

    


    
      	2.  	
              Guarantee
                or act as a surety for loans or other financial accommodations of
                any
                person, entity or third party to the Bank on such guarantee or surety
                terms as may be agreed upon with the
                Bank.

            


    

    


    
      	3.  	
              Subordinate,
                in all respects, any and all present and future indebtedness, obligations,
                liabilities, claims, rights, demands, notes and leases, of any kind
                which
                may be owed, now or hereafter, from any person or entity to the
                Corporation to all present and future indebtedness, obligations,
                liabilities, claims, rights and demands of any kind which may be
                owed, now
                or hereafter, from such person or entity to the Bank ("Subordinated
                Indebtedness"), together with subordination by the Corporation of
                any and
                all security interests, liens and mortgages, of any kind, whether
                now
                existing or hereafter acquired, securing payment of the Subordinated
                Indebtedness, all on such terms as may be agreed upon between the
                Corporation's representatives and the Bank and in such amounts as
                in his
                or her judgment should be
                subordinated.

            


    

    


    
      	4.  	
              Mortgage,
                pledge, transfer, endorse, hypothecate, or otherwise encumber and
                deliver
                to the Bank any property now or hereafter belonging to the Corporation
                or
                in which the Corporation now or hereafter may have an interest, including
                without limitation, all real property and all personal property,
                tangible
                or intangible, of the Corporation, as security for the payment of
                any
                credits, loans, or other financial accommodations so obtained by
                the
                Corporation or by any other person or entity, or any promissory notes
                so
                executed, including any amendments to or modifications, renewals,
                and
                extensions of such promissory notes, or any other or further indebtedness
                of the Corporation, including
                the guarantee of indebtedness by the Corporation for any other person
                or
                any other entity owed to the Bank at any time, however the same may
                be
                evidenced. Such property may be mortgaged, pledged, transferred,
                endorsed,
                hypothecated, or encumbered at the time such loans are obtained or
                such
                indebtedness is incurred, or at any other time or times, and may
                be either
                in addition to or in lieu of any property theretofore mortgaged,
                pledged,
                transferred, endorsed, hypothecated or
                encumbered.

            


    

    


    
      	5.  	
              Lease
                personal property as lessee and elect as to tax credit and depreciation
                deductions.

            


    

    


    
      	6.  	
              Sell,
                assign, pledge or transfer all or any present or future stocks or
                securities registered in the Corporation's
                name.

            


    

    


    
      	7.  	
              Enter
                into any agreement for any rate swap, basis swap, forward rate
                transaction, commodity swap, commodity option, equity or equity index
                swap, equity or equity index option, bond option, interest rate option,
                foreign exchange transaction, cap transaction, floor transaction,
                collar
                transaction, forward transaction, currency swap transaction,
                cross-currency swap transaction, currency option or any other similar
                transaction, including any option with respect to any of these
                transactions, or any combination thereof, whether linked to one or
                more
                interest rates, foreign currencies, commodity prices, equity prices
                or
                other financial measures.

            


    

    


    
      	8.  	
              Draw,
                endorse, and discount with the Bank all drafts, trade acceptances,
                promissory notes, or other evidences of indebtedness payable to or
                belonging to the Corporation or in which the Corporation may have
                an
                interest, and either receive cash for the same or cause such proceeds
                to
                be credited to the Corporation's account with the Bank, or cause
                such
                other disposition of the proceeds derived therefrom as he or she
                may deem
                advisable.

            


    

    


    
      	9.  	
              Sign
                and deliver to the Bank, promissory notes or notes, drafts, acceptances,
                guaranties, subordination agreements, assignments, applications and
                reimbursement agreements for letters of credit, security agreements,
                financing statements, mortgages, deeds of trust, pledges, hypothecations,
                transfers, leases and any other instrument or document deemed necessary
                or
                required to carry out the authority contained in this resolution,
                and any
                one or more renewals, extensions, modifications, refinancings,
                consolidations or substitutions of any of the
                foregoing.

            


    

    


    
      	10.  	
              In
                the case of lines of credit and other extensions of credit, to designate
                additional or alternate individuals as being authorized to request
                advances and the issuance of letters of credit under such lines,
                and other
                extensions of credit, and to direct the disposition of such
                advances.

            


    

     

    
      	11.  	
              Negotiate,
                consent to, and sign any instrument, writing, document or other agreement
                with the Bank containing a provision or provisions for waiver of
                the right
                to a trial before a jury; provisions for resolution of any and all
                disputes, claims, actions, issues, complaints, suits, or controversies,
                of
                any kind or nature, by arbitration; and provisions for cognovit,
                and
                confession of judgment and warrant of attorney for any indebtedness,
                or
                for any guaranty of indebtedness of the Company to the
                Bank.

            


    

     

    
      	12.  	
              Do
                and perform such other acts and things, pay any and all fees and
                costs, and
                execute and deliver such other documents and agreements as any authorized
                representative of the Corporation may in his or her discretion deem
                reasonably necessary or proper to carry into effect the provisions
                of this
                resolution.

            


    

    


    Further
      Resolved:
      The
      Corporation authorizes any one of the persons authorized above or any other
      person designated by any of those persons to handle
      the operation of all credit facilities now or hereafter provided to the
      Corporation by the Bank, which operation may be handled in any manner, whether
      orally or in writing (including email and other forms of communication) or
      otherwise. The
      Corporation also authorizes the Bank to pay the proceeds of any action taken
      pursuant to these resolutions in the manner directed by any of the persons
      authorized to act, including (but not in limitation) directing the payment
      of
      such proceeds: (i) to any deposit or loan account of the Corporation; (ii)
      to
      the order of any of such persons in an individual capacity; or (iii) to the
      individual credit of any such person or the individual credit of any other
      person; and further to direct the payment from any of the Corporation's accounts
      in satisfaction of any of its obligations.
      The
      Corporation ratifies, confirms and approves all actions previously taken by
      any
      one of the persons authorized to act. The Bank is released from any liability
      and shall be indemnified against any loss, liability or expense arising from
      its
      reliance on this resolution.

    


    Further
      Resolved:
      The
      authority given is retroactive, and any acts referred to which were performed
      prior to the adoption of these resolutions are ratified and affirmed. This
      resolution shall be continuing, shall remain in full force and effect, and
      the
      Bank may rely on it until written notice of its revocation shall have been
      delivered to and received by the Bank. Any such notice shall not affect any
      of
      the Corporation's agreements or commitments in effect at the time notice is
      given. The Corporation does indemnify and hold harmless the Bank from any loss
      or damage incurred by the Bank by acting in reliance upon this
      resolution.

    


    Further
      Resolved:
      The
      Corporation will notify the Bank prior to any (i) change in the Corporation’s
      name; (ii) change in the Corporation’s assumed business name(s); (iii) change in
      the management of the Corporation; (iv) change in the authorized signers; (v)
      change in the Corporation’s chief executive office address; (vi) change in the
      jurisdiction under which the Corporation’s business organization is formed or
      organized; (vii) conversion of the Corporation to a new or different type of
      business entity; or (viii) change in any other aspect of the Corporation that
      directly or indirectly relates to any agreements between the Corporation and
      the
      Bank. No change in the Corporation’s name will take effect until after the Bank
      has been notified.

    


    I
      Certify
      that I
      am the duly elected and qualified Secretary, Assistant Secretary or President
      of
      the Corporation and the keeper of the records and the corporate seal of the
      Corporation, and that the above is a true and correct copy of resolutions duly
      adopted at a meeting of the Board of Directors of the Corporation held in
      accordance with its by-laws, or by a legally effective instrument of action
      in
      lieu of a meeting, and that they are in full force and effect. This resolution
      now stands of record on the books of the Corporation, and has not been modified
      or revoked in any manner whatsoever.

    


    I
      Further Certify
      that the
      individuals whose signatures appear above have been duly elected and are
      presently the incumbents of the offices set next to their respective signatures,
      and that the signatures are the genuine original signatures of each
      respectively.

    


    I
      Further Certify
      that all
      statements and representations made in this resolution are true and
      correct.

    


    
      	 /s/William
              G Mortensen
	
              (Signature)

            
	 William
              G Mortensen
	
              (Printed
                Name)

            
	 President
              and CFO
	
              (Title)

            
	 March
              1, 2007
	
              (Date
                Signed)

            


    

    


    
      	
              Complete
                this section only if the person certifying this resolution by signature
                and with the title stated above is the only
                representative
                of the Corporation authorized to act on its behalf. In such case,
                complete
                this section by the signature of a different representative or director
                of
                the Corporation.

               

              The
                undersigned as a representative or director of the Corporation hereby
                acknowledges the authority of the person certifying this resolution
                by the
                signature and title stated above to act alone for and on behalf of
                the
                Corporation as described in this resolution.

            
	 	 
	 	
              (Signature)

            
	 	 
	 	
              (Printed
                Name)

            
	 	 
	 	
              (Title)

            
	 	 
	 	
              (Date
                Signed)

            


    

    


    
      	
              Complete
                this section only if the Corporation is organized with only one
                Officer-Director.

               

              As
                permitted by law of the state of incorporation, there are no other
                individuals who are either officers or directors.

            
	 	 
	 	
              (Signature)

            
	 	 
	 	
              (Printed
                Name)

            
	 	 
	 	
              (Title)

            
	 	 
	 	
              (Date
                Signed)