Corporate Minutes for Sale of Business

Minutes of Joint Organizational Actions Taken by Unanimous Written Consent

BY THE UNANIMOUS WRITTEN CONSENT OF THE INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS OF

IN LIEU OF THE ORGANIZATIONAL MEETING THEREOF

These Consent Minutes describe certain joint organizational actions taken by the Incorporators, Shareholders and the Board of Directors of , a business corporation, in lieu of an organizational meeting.

The Incorporators, Shareholders and Directors acknowledge that it is necessary or desirable to take various organizational actions in connection with the incorporation of corporation in accordance with Law. Therefore, the undersigned Incorporators, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters, all the Incorporators and all of the members of the Board of Directors of the corporation, do hereby waive notice and unanimously adopt the following Acts and Resolutions:

Election of Directors:

RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation:

Approval of Actions by Incorporator:

RESOLVED, that the actions of the Incorporator of the Corporation, whereby the Incorporator filed the Articles of Incorporation with the Secretary of State and thereby incorporated the Corporation, be and they are hereby accepted, ratified and approved.

Resignation of Incorporator:

RESOLVED, that the resignation of , as incorporator of is hereby accepted.

Approval of Articles of Incorporation:

RESOLVED, that the Articles of Incorporation of the Corporation, duplicate originals of such Articles having been filed on , with the Secretary of State of the State of and a copy be inserted in the minute book.

Approval of By-Laws:

RESOLVED, that the by-laws of the Corporation are hereby adopted and approved as the by-laws of the Corporation.

Election of Officers:

RESOLVED, that the following persons are hereby elected to serve as officers:

President

Vice-President

Vice-President

Secretary-Treasurer

Payment of Incorporation Expenses:

RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to pay all fees and expenses incident to and necessary for the incorporation and organization of the Corporation.

Adoption of Corporate Seal:

RESOLVED, that the seal containing the name of the Corporation is hereby adopted as the corporate seal of the Corporation.

Adoption of Fiscal Year:

RESOLVED, that the fiscal year of the Corporation shall begin on and end on of each year.

Issuance of Common Stock:

Name: Shares: Consideration:

Name: Shares: Consideration:

Election of "S Corporation" Status:

WHEREAS, the directors and stockholders of the Corporation have been advised of the advantages to the stockholders of the Corporation if the Corporation elects to be taxed as an "S Corporation".

THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed as an "S Corporation".

Election to Classify Stock as "§ 1244 Stock":

WHEREAS, is a "small business corporation".

RESOLVED, that hereby adopts a plan to have its stock classified as Section 1244 stock.

Maximum amount:

Authorization for Opening Bank Account:

RESOLVED, that , , shall be the depository in which the funds of the Corporation shall be deposited.

Checks shall be signed by or .

Business Operations:

RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such workers as she deems necessary for the effective operation of the Corporation's business.

RESOLVED FURTHER, that the President of the Corporation is hereby authorized to pay all employees and workers such salary, wage and other compensation as she shall deem appropriate from time to time.

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.

THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND DIRECTORS do hereby expressly consent to the foregoing resolutions effective as of

Resignation of Incorporator

I, the undersigned , do hereby resign as incorporator of , a corporation, effective the day of , .

By-Laws of Corporation

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be

SECTION 2. The Principal office of the corporation in the State of shall be and its initial registered office in the State of shall be

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the of the month of in each year, beginning with the year

SECTION 2. Special Meeting. Special meetings may be called by resolution of the Board of Directors or by the President.

SECTION 3. Place of Meeting. The Board of Directors may designate any place within or without the State of as the place of meeting.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may close the stock transfer books or fix a record date not more than seventy (70) days before the action.

SECTION 6. Shareholders' List. The officer or agent having charge of the share ledger shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation or held by an administrator, executor, guardian, conservatory, trustee, receiver, or pledgee may be voted as provided by law.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting may be taken without a meeting if consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. Each shareholder entitled to vote shall have the right to cumulate votes in an election for Directors.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be .

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses and/or a fixed sum for attendance.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a President, one or more Vice-Presidents and a Secretary-Treasurer.

SECTION 2. Election and Term of Office. Officers shall be elected annually by the Board of Directors at the first meeting after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

SECTION 5. President. The President shall be the principal executive officer and shall supervise and control all business and affairs of the corporation.

SECTION 6. Vice-President. A Vice-President shall perform the duties of the President in the President's absence or unavailability.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep minutes, maintain records, and have custody of funds and securities.

SECTION 8. Salaries. The salaries, compensation and other benefits of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or agents to enter into any contract or execute instruments in the name of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares shall be in such form as determined by the Board of Directors and signed by the President and Secretary or authorized officers.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books and subject to the Articles of Incorporation.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal, circular in form, bearing the name of the corporation, the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director, a written waiver signed by the person entitled to such notice shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed by a majority vote of the Board of Directors or shareholders as provided by law.