Exhibit 10-17 Written Consent OS/PLCK, LLC


    Exhibit
      10.17

    


    ACTION
      BY
      UNANIMOUS WRITTEN CONSENT

    OF
      THE
      MEMBERS OF

    OS/PLCK,
      LLC

    IN
      LIEU
      OF MEETING

    


    


    The
      undersigned, being all of the Members of OS/PLCK, LLC, a Delaware limited
      liability company (the “Company”), hereby consent in writing to the adoption of
      the following resolutions, taking such action in lieu of a meeting as permitted
      by Section 4.7(c) of the Company’s Operating Agreement:

    


    RESOLVED,
      that paragraphs (a) and (b) under Section 5.2 of the Operating Agreement shall
      be deleted in its entirety and replaced with the following:

     

    “(a) Number,
      Appointment and Qualifications.
      The
      Company shall have five (5) Committee Members. OS shall appoint two (2)
      Committee Members, Holdings shall appoint two (2) Committee Members, and one
      (1)
      Committee Member shall be appointed by mutual consent of the Company’s
      members.

     

    (b) Term
      of Service.
      Each
      Committee Member will serve until his or her death or removal from the
      Management Committee, or until his or her removal from the Management Committee
      by the Member(s) who appointed him or her.”

    


    ;
      and be
      it further

    


    RESOLVED,
      that paragraph (e) under Section 5.2 of the Operating Agreement be deleted
      in
      its entirety and replaced with the following:

    


    (e) Resignation;
      Removal; Vacancies; Compensation.

    


    (i)  Resignation.
      A
      Committee Member may resign at any time by giving written notice to the Members.
      The resignation of a Committee Member shall take effect upon receipt of such
      notice or at such later time as shall be specified in the notice. Unless
      otherwise specified in the notice, the acceptance of the resignation shall
      not
      be necessary to make it effective. 

     

    (ii)  Removal.
      OS’s
      Appointees to the Management Committee may be removed only by OS, with or
      without cause. Holdings’ Appointees to the Management Committee may be removed
      only by Holdings, with or without cause. The Committee Member appointed by
      mutual consent of the Company’s Members may be removed by the Company’s members,
      with or without cause.

     

    (iii)  Vacancies.
      Vacancies on the Management Committee shall be filled by the Member(s) who
      originally appointed the vacating Committee Member. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  Compensation.
      No
      Committee Member shall be eligible to receive separate compensation from the
      Company for his or her services on the Management Committee; provided,
      however,
      that
      the Committee Members shall be reimbursed by the Company for the reasonable
      and
      actual costs incurred by such Persons in attending and participating in any
      meetings of the Management Committee and other costs and expenses reasonably
      related to fulfilling the duties and obligations of a Committee Member
      hereunder.”

    


    ;
      and be
      it further

    


    RESOLVED,
      that all remaining references to the Wise Man in the Operating Agreement are
      hereby deleted; and be it further

    


    RESOLVED,
      that the resignation of Robert S. Merritt as a Committee Member is hereby
      accepted; and be it further

    


    RESOLVED,
      that in accordance with the terms of Section 5.2(a) of the Operating Agreement,
      as amended, the following individuals are hereby named as Committee
      Members:

    


    OS
      Appointees                   Holdings
      Appointees

    Chris
      T.
      Sullivan                       Paul
      Fleming 

    A.
      William Allen, III                      
      Ed
      Bartholemy

    


    Mutual
      Consent Appointee

    Gregory
      Carey

    


    ;
      and be
      it further

    


    RESOLVED,
      that all lawful acts of the Members of the Company occurring since the last
      meeting of the Members are hereby ratified and approved; and be it
      further

    


    RESOLVED,
      that the undersigned do hereby unanimously consent and affirm that the actions
      set forth in the foregoing resolutions shall have the same force and effect
      as
      if taken at a duly constituted meeting of the Members.

     

    
      
        
        

      

      
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    Executed
      this 8th day of August, 2005, to be effective for all purposes as of July 21,
      2005.

     

     

    
      
        
          
            
              	OS CATHAY, INC., a Florida	PLCK HOLDINGS, LLC,
                      a Delaware
	Corporation	limited liability company	
                    
	 	 	 
	 	
                       

                    	 	
                       

                    	 
	By:	/s/
                      Joseph J. Kadow	By:	
                      /s/ Paul
                        Fleming    

                    	 
	 	
                      Joseph
                        J. Kadow, Vice President

                    	
                    	Paul
                      Fleming, Manager	
                    
	 	
                       

                    	 	 	 


            

          

        

      

    

    
 

     

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