Corporate Signature Agreement

CORPORATE SIGNATURE AGREEMENT

This Corporate Signature Agreement (the "Agreement") is entered into as of by and between Company Name: , a corporation organized under the laws of with its principal place of business at (hereinafter "Company"), and Signatory Name: whose address is (hereinafter "Signatory"). Company and Signatory are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company requires certain officers, employees or agents to execute documents, instruments and agreements on behalf of the Company in the ordinary course of business; and

WHEREAS, the Parties desire to set forth the scope and limitations of Signatory's authority to sign documents on behalf of the Company and to provide evidence of such authority to third parties; and

WHEREAS, Company represents that it has the corporate power and authority to grant such authority and that the grant herein will be binding upon the Company so long as exercised in conformity with the terms of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. APPOINTMENT; SCOPE OF AUTHORITY

1.1 Appointment. Company hereby authorizes Signatory to execute, deliver and otherwise bind the Company with respect to the documents and instruments set forth in this Section 1 (the "Authorized Acts") on behalf of the Company, subject to the terms and limitations of this Agreement.

1.2 Authorized Acts. Signatory is authorized to sign the following categories of documents on behalf of Company:

1.3 Limitations. The authority granted in this Agreement expressly excludes the authority to: (a) amend the Company's articles of incorporation, bylaws or charter documents; (b) incur indebtedness in excess of without prior written approval of the board of directors; (c) transfer, mortgage or otherwise encumber real property; and (d) take any action expressly prohibited by applicable law or the Company's governing documents.

2. REPRESENTATIONS AND WARRANTIES

2.1 Company Representations. Company represents and warrants that: (a) it is duly incorporated and in good standing under the laws of the state of ; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (c) this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms.

2.2 Signatory Representations. Signatory represents and warrants that Signatory has the capacity and authority to accept the duties set forth herein and will act in good faith and in the best interests of the Company when performing Authorized Acts.

3. SPECIMEN SIGNATURE AND FORM OF SIGNATURE

3.1 Specimen. Signatory's printed name and specimen of the form of signature to be used when executing Authorized Acts on behalf of the Company are set forth below:

Printed name

Title to be used

Form of signature (as will appear)

4. TERM; REVOCATION

4.1 Term. This Agreement is effective as of the date set forth above and shall continue in effect until revoked in accordance with Section 4.2 or otherwise terminated pursuant to Section 4.3.

4.2 Revocation. Company may revoke the authority granted hereunder at any time by providing written notice of revocation to Signatory and to any third party reasonably expected to rely on Signatory's authority. Revocation is effective upon receipt of such notice by Signatory, but shall not affect the validity of any action taken by Signatory in good faith prior to revocation.

4.3 Termination. This Agreement will terminate automatically upon the resignation, removal, death or incapacity of Signatory, unless successor authority is granted in writing by the Company.

5. INDEMNIFICATION

Signatory shall indemnify, defend and hold harmless the Company and its directors, officers and employees from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any unauthorized acts beyond the scope of authority granted in this Agreement; or (b) Signatory's willful misconduct or gross negligence in connection with the performance of Authorized Acts.

6. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below:

7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

7.3 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.

7.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

EXECUTION; CERTIFICATION OF AUTHORITY

Each Party represents and warrants that the person signing this Agreement on its behalf is duly authorized to bind such Party and that all corporate action necessary to authorize execution of this Agreement has been taken. If required by the Company, Signatory shall provide a copy of any board resolution or certificate evidencing the authority granted hereunder.

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