Fill and Sign the Action by Unanimous Written Consent in Lieu of Form

-1- MINUTES OF JOINT ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THESHAREHOLDERS AND BOARD OF DIRECTORS OF IN LIEU OF A SPECIAL MEETING THEREOF These Consent Minutes describe certain joint actions taken by the Shareholders and the Board of Directors of a Mississippi business corporation, in lieu of a special meeting thereof and pursuant to §§ 79-4-7.04 and 79-4-8.21, respectively, of the Mississippi Business Corporation Act, which provide that any action required or permitted to be taken at a Share- holders' or Board of Directors' meeting of a Mississippi business corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action and each Director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a unanimous meeting vote. Such consent herein and hereto is evidenced by the signatures of the Shareholders and Directors of the corporation affixed hereto.The Shareholders and Directors acknowledge that it is necessary or desirable to take various actions in connection with the dissolution of the corporation. Therefore, the undersigned Shareholders and Directors, being all of the Shareholders entitled to vote on these matters and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of special Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meetings thereof, the following Acts and Resolutions as being the joint actions of the Shareholders and Board of Directors, as if in a meeting duly assembled: Plan of Dissolution:RESOLVED, that the Corporation be dissolved effective immediately, that the assets of Corporation be liquidated, that the debts of the Corporation be paid to the extent possible and that the remaining assets and tax attributes of the Corporation, if any, be distributed to the shareholders.RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to liquidate the assets of the Corporation, wind up the affairs of the Corporation, prepare and file all final tax returns, prepare and file the Articles of Dissolution and to take and perform any and all other actions and to sign any and all docu ments necessary or incidental to the completion of the liquidation, winding up and dissolution of the Corporation. -2- RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and directed to pay all fees and expenses incident to and necessary for the winding up, liquidation and dissolution of the Corporation.RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of the liquidation, winding up and dissolution of the Corporation as he deems justified and appropriate.Filing of Consent :RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation. THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF , DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH SECTIONS 79-4-7.04 AND 79-4-8.21, RESPECTIVELY, OF THE MISSISSIPPI CODE OF 1972, AS AMENDED, AND IN LIEU OF A SPECIAL MEETING THEREOF, TO BE EFFECTIVE AS OF , . ____________________________________________ , Shareholder and Director____________________________________________ , Shareholder and Director____________________________________________ , Shareholder and Director ATTEST:______________________________Secretary