Fill and Sign the Money Bank Form

________________________ CERTIFICATE OF CORPORATE VOTE I, _______________________________ the undersigned Secretary or Assistant Secretary of __________________________________ Inc. (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of _________. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles of Incorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that, by unanimous written consent of the Directors of the Corporation, (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted. BE IT RESOLVED that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITIONS ACTUAL SIGNATURES ____________________ _______________ ____________________________________ ____________________ _______________ ____________________________________ ____________________ _______________ ____________________________________ ____________________ _______________ ____________________________________ acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from __________________________________, on such terms as may be agreed upon between the officers, employees, or agents and ________________________________, such sum or sums of money as in their judgment should be borrowed, without limitation, including such sums as are specified in that certain Loan Agreement dated as of _______________, 20 ____ (the "Agreement"). Execute Agreement. To execute and deliver the Agreement to _______________________, and also one or more renewals, extensions, modifications, re-financings, consolidations, or substitutions for one or more of the notes, or any portion of the notes. Grant Security. To grant a security interest to ____________________________________ in the Collateral described in the Agreement, which security interest shall secure all of the Corporation's obligations, as described in the Agreement. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other - 1 - documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions. BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given. I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever. IN WITNESS WHEREOF, I have hereunto set my hand on ________________________, 20___ and attest that the signatures set opposite the names listed above are their genuine signatures. Respectfully submitted, _____________________________ - 2 -