Resolution Form

Minutes of Joint Organizational Actions Taken by Unanimous Written Consent

MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN

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 thereof and pursuant to the laws of the state of .

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 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 of the time, place and purpose of, call of, and the necessity of organizational, 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 meeting thereof, the following Acts and Resolutions as being the joint organizational actions of the Incorporators, Shareholders and Board of Directors, as if in a meeting duly assembled:

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, and to hold said position until the next annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective successors shall be duly elected and qualified:

Approval of Actions by Incorporator:

RESOLVED, that the actions of the Incorporator of the Corporation, which have been presented to and reviewed by each director 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 and the Secretary is directed to make the original part of the official minutes of the Corporation.

Approval of Articles of Incorporation:

RESOLVED, that the Articles of Incorporation of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby approved, duplicate originals of such Articles of Incorporation having been filed on , with the Secretary of State of the State of and a copy of the Articles of Incorporation are hereby directed to be inserted in the minute book of the Corporation.

Approval of By-Laws:

RESOLVED, that the by-laws of the Corporation for the regulation of the business and affairs of the Corporation, which have been presented to and reviewed by each director of the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and a copy of such by-laws is hereby directed to be inserted in the minute book of the Corporation and is incorporated by reference herein.

Election of Officers:

RESOLVED, that each of the following persons are hereby elected to serve as an officer of the Corporation, to hold the office or offices set forth opposite their respective names until the first annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualified:

Office Name

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 and that the officers of the Corporation are hereby authorized and directed to take and perform any and all other actions and to sign any and all documents necessary or incidental to the completion of the organization of the Corporation.

Adoption of Corporate Seal:

RESOLVED, that the seal containing the name of the Corporation, an impression of which is affixed in the margin of this consent, 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 January 1st and end on December 31st of each year.

Adoption of Form of Common Stock Certificate:

RESOLVED, that the form of stock certificate to evidence shares of common stock of the Corporation, which has been presented to and reviewed by each director of the Corporation, is hereby adopted as the form of stock certificate for the shares of common stock of the Corporation, a specimen thereof being attached hereto and incorporated by reference herein.

Establishment of Par Value of Stock:

RESOLVED, that the par value per share of the common stock of the Corporation be, and the same is, hereby established at One and 00/100 Dollar ($1.00).

Issuance of Common Stock:

RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the Corporation of the amount of money specified below opposite her name, the sufficiency of which is hereby expressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed, upon receipt by, or by others on behalf of, the Corporation of such amount of money from the person specified below, to issue to such person a certificate or certificates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as is also set forth below opposite his name:

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" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of , as amended;

THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be taxed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended, for the current and succeeding tax years of the Corporation;

Election to Classify Stock as "§ 1244 Stock":

WHEREAS, is a "small business corporation" as defined in the Internal Revenue Code and the regulations issued thereunder; and

WHEREAS, the Directors desire to qualify the Corporation's stock as Section 1244 stock;

IT IS, THEREFORE, RESOLVED, that hereby adopts a plan to have its stock classified as Section 1244 stock and offered for sale as such;

RESOLVED FURTHER, that the maximum amount to be received by this Corporation in consideration for its stock to be issued pursuant to this plan shall not exceed and no/100 Dollars ($ ).

Authorization for Opening Bank Account:

[Resolution Attached as Exhibit]

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

BE IT RESOLVED FURTHER, that the appropriate officers of the Corporation shall be, and hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belonging to the Corporation.

BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by or .

Borrowing:

RESOLVED, that only the duly elected officers of the Corporation, acting either singularly or jointly as directed from time to time by resolution of the directors, be authorized to borrow money for, on behalf of, and in the name of the Corporation, but only pursuant to specific authorization by resolution of the Board of Directors as may from time to time be adopted.

Business Operations:

RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such supervisors, mechanics laborers, helpers, office personnel and other workers as she deems necessary for the effective operation of the Corporation's business; and

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

RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of day-to-day operations of the Corporation's business as she 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.

RESIGNATION OF INCORPORATOR

I, the undersigned , do hereby resign as incorporator of , a corporation, effective the st day of , 20 .

CONSENT, WAIVER AND RESOLUTION BY THE UNANIMOUS WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS

IN LIEU OF THE [regular or special] MEETING THEREOF

These Consent Minutes describe certain joint organizational actions taken by the Shareholders and the Board of Directors of , a business corporation, without a meeting of action 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.

RESOLVED, that

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 ORGANIZATIONAL ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF SUCH CORPORATION.

ATTEST:

RESOLUTION OF [THE SHAREHOLDERS AND BOARD OF DIRECTORS]

OF , INC.

BE IT RESOLVED BY THE [SHAREHOLDERS AND/OR DIRECTORS] of , a Corporation as follows:

This resolution was adopted the [Shareholders and/or Directors] of the Corporation at a [regular/special] meeting of the Corporation held on the day of , 20 .

ATTEST: