Fill and Sign the Section 14a6 71 Directors Voting Quorum of Board of Form

MINUTES OF MEETING OF THE DIRECTORS OF ABC, INC. Pursuant to written notice delivered to each of the Directors of ABC, Inc., a meeting of said Directors held at 5:00 P.M. on May 5, 2006, at the corporate offices of ABC, Inc. The following Directors, which constituted a quorum, were present at this meeting: On motion duly made and seconded, the following resolutions were unanimously adopted by said Directors:WHEREAS; the Finance Committee of the Board of Directors has determined that it is in the best interests of the Corporation to refinance its present loan with _________________ Bank ("the Lender,"), which is secured by a deed of trust on the Corporation s factory in ________________________ (City) (State), by borrowing the sum of _________________________ Dollars ($_______________) from _________________________ Bank (Bank); WHEREAS, in connection with consummation of said loan of ($_______________) hereinafter referred to as "the Loan," it will be necessary to execute certain agreements and other documents in connection therewith;IT IS HEREBY RESOLVED that __________________ and __________________ are hereby authorized and directed to execute and deliver in the name and on behalf of the Corporation all documents, certificates and agreements necessary with respect to the Loan, including, but not limited to the following: (i) Promissory Note, dated in _____________ of 20___, in the principal amount of _________________________ Dollars ($_______________) executed by the Corporation as maker, payable to the order of the Lender; (ii)Deed of Trust and Security Agreement dated in _____________ of 20___ between the Corporation and the Lender.The documents referenced above, and all other documents necessary to consummatethe transactions referenced in such documents are hereinafter referred to as the "Loan Documents." FURTHER RESOLVED, that the Loan Documents are approved in all respects. FURTHER RESOLVED, that __________________ and __________________ are hereby authorized and directed in the name of and on behalf of the Corporation to execute and deliver any such agreements, instruments, certificates, or other documents and to do and perform any other acts whatsoever which such persons deem necessary, appropriate or desirable in order to effectuate the Loan, all of which shall contain such terms and conditions as shall be approved by either __________________ or __________________ and such approval will be conclusively evidenced by either of such person's execution thereof. FURTHER RESOLVED, that all prior acts of __________________, __________________, and __________________, in connection with negotiating the terms of the Loan are hereby approved, ratified and confirmed. There being no further business, the meeting was adjourned. President and Director Secretary and Director