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           STATE OF  A453689




 I, TONY MILLER. Acting Secretary of State of the State of California hereby certify:

That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to he a copy, and that same is full, true and correct. 

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this       NOV 17 , 1994

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      Willard H. Thompson and Hamilton Lawrence certify that:

         1. They are the president and secretary, respectively, of Coronado
            Shores Condominium Association No. 7, a California Corporation.

         2. The Articles of Incorporation of this Association are amended and
            restated to read as follows:



The name of the association is Coronado Shores Condominium Association No. 7.


      (a) This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

      (b) This corporation elects to be governed by all of the provisions of the Nonprofit Corporation Law of 1980, not otherwise applicable to it under Part 5.

      (c) The Association is formed as an association to manage a common interest development under the Davis—Stirling Common Interest Development Act (California Civil Code Sections 13501373).

      (d) The specific and primary purpose of the Association is to act as a "management body" for the preservation, maintenance, improvement and architectural control of the living area and common area in Coronado Shores Building No. 7, La Perla Tower (hereinafter referred to as the "Project") in San Diego County, California.

      (e) The Association may also exercise the powers granted to a nonprofit mutual benefit corporation enumerated in Section 7140 of the Corporations Code. In addition, the Association my exercise the powers granted to the Association in the Davis-Stirling Common Interest Development Act (Civil Code Section 1350 et seq).

    1. The Association shall have all of the powers reasonably necessary to implement the purposes of the Association, including but not limited to the following:

Exhibit "A"


Articles of Incorporation, Page #2.


         (i) To make and collect assessments against Members to defray the
             costs of the Project.

        (ii) To use the proceeds of assessments to pay all expenses in
             connection therewith and all other expenses incident to the
             conduct of the association.

       (iii) To maintain, repair, replace, improve and operate the Project.

        (iv) To reconstruct improvements after casualty and to further
             improve the Project.

         (v) To make and amend regulations governing the use of the property
             in the Project.

        (vi) To borrow money, to mortgage, pledge, deed in trust, or
             hypothecate any or all of its real or personal property as
             security for money borrowed or debts incurred.

       (vii) To enforce by legal means, the provisions of the condominium
             plan and all documents related to the Project, including these
             Articles, the Bylaws of the Association, the Condominium
             Declaration and the regulations for the use of the property in
             the Project.

      (viii) To contract for the management of the Project and to delegate to
             such contractors all powers and duties of the Association except
             such as are specifically required by the Condominium
             Declaration, the Articles or the Bylaws of the Association to
             have approval of the Board of Directors or the membership of the

      The foregoing clauses concerning the purposes of the Association shall be considered as a statement of both purposes and powers; and the purposes and powers in each clause shall, except where otherwise expressed, be in no manner limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.



       Notwithstanding the foregoing, the Association shall not except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific and primary purposes of the Association.


Articles of Incorporation, Page #3.


       The rights of members, number of members, and manner of election of the Board of Directors and all other matters concerning the operation and governance of the Association shall be as set forth in the Governing Documents.



       On the dissolution or winding up of the Association, the assets of the association remaining after payment, or provision for payment, of all debts and liabilities of the Association, shall be distributed to the owners (as defined in the Declaration) of Condominiums in the Project, as their interests may appear.



       Amendments to these Articles of Incorporation shall require the assent (by vote or written consent) of members representing seventy five percent (75%) or more of the voting power of the Association.



       Every person or entity who is a record owner of a fee or undivided fee interest in any Condominium which is subject by covenants or record to assessment by the Association shall be a member of the Association. The foregoing is not intended to include persons or entities who hold na interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Condominium which is subject to assessment by the Association.




Willard H. Thompson and Hamilton Lawrence further certify that:

      3. The foregoing Amendment and Restatement of Articles of Incorporation
         has been duly approved by the Board of Directors.

      4. The foregoing Amendment and Restatement of Articles of Incorporation
         has been duly approved by the required vote of the Members.

      We further declare under penalty of perjury under the laws of the state of California that the matters set forth in this certificate are true and correct of own knowledge.


Date: August 1, 1994                                    Signed by:

                                                       Willard H. Thompson                                                          President, CSCA 7

And                                                     Hamilton Lawrence            
                                                        Secretary, CSCA 7