VICE PRESIDENT:  ________________________

SECRETARY:  ____________________________

TREASURER:  ____________________________

The Chairman announced that the forenamed persons had been elected to the office set opposite their respective names.  The President thereupon took the chair and the Secretary immediately assumed the discharge of the duties of that office.  The President then stated that there were a number of organizational matters to be considered at the meeting and a number of resolutions to be adopted by the Board of Directors.

The form of stock certificates was then exhibited at the meeting.  Thereupon, a motion duly made and seconded, it was:

RESOLVED, that the form of stock certificates presented at this meeting be, and the same  is hereby adopted and approved as the stock certificate of the Corporation, a specimen   copy of the stock certificate to be inserted with these Minutes.

FURTHER RESOLVED, that the officers are hereby authorized to pay or reimburse the payment of all fees and expenses incident to and necessary for the organization of this Corporation.  The Board of Directors then considered the opening of a corporate bank account to serve as a depository for the funds of the Corporation.

Following discussion, on motion duly made and seconded, it was:

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RESOLVED, that the Treasurer be authorized, empowered and directed to open an account with and to deposit all funds of the Corporation, all drafts, checks and notes of the Corporation, payable on said account to be made in the corporate name signed by

FURTHER RESOLVED, that officers are hereby authorized to execute such resolutions (including formal Bank Resolutions), documents and other instruments as may be necessary or advisable in opening or continuing said

bank account.  A copy of the applicable printed form of Bank Resolution hereby adopted to supplement these Minutes is ordered appended to the Minutes of this meeting.

It is announced that the following persons have offered to transfer the property listed below in exchange for the following shares of the stock of the Corporation:

Name: ___________________________________

Payment Consideration, or property:  _______________________________

Number of Shares:  _________________________

Upon motion duly made and seconded, it was:

RESOLVED, that acceptance of the offer of the above-named stock subscribers is in the best interest of the Corporation and necessary for carrying out the corporate business, and in the judgment of the Board of Directors, the assets proposed to be transferred to the Corporation are reasonably worth the amount of consideration deemed therefor, and the same hereby is accepted, and that upon receipt of the consideration indicated above, the President and the Secretary are authorized to issue certificates of fully-paid, non assessable capital stock of this Corporation in the amounts indicated to the above-named persons.  In order to provide for the payment of expenses of incorporation and organization of the Corporation, on motion duly made, seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that the President and the Secretary and/or Treasurer of this Corporation be and they are hereby authorized and directed to pay the expenses of this Corporation, including attorney's fees for incorporation, and to reimburse the persons who have made disbursements thereof.

After consideration of the pertinent issues with regard to the tax year and accounting basis, on motion duly made, and seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that the first fiscal year of the Corporation shall commence on ____________, and end on _______________.

FURTHER RESOLVED, that the President be and is hereby authorized and directed to enter into employment contracts with certain employees, such contract shall be for the term and the rate stated in the attached Employment Agreements.

FURTHER RESOLVED, that it shall be the policy of the Corporation to reimburse each employee or to pay directly on his behalf all expenses incidental to his attendance at conventions and seminars as may be approved by the President.  Reimbursement shall include full reimbursement for commercial and private transportation expenses, plus other necessary and ordinary out-of pocket expenses incidental to the said travel, including meals and lodging.

A general discussion was then held concerning the immediate commencement of business operations as a Corporation and it was determined that business operations of the Corporation would commence as of ____________________________________.  It was agreed that no fixed date would be set for holding meetings of the Board of Directors except the regular meetings to be held immediately after the annual meetings of shareholders as provided in the Bylaws of the Corporation but that meetings of the Directors would be periodically called by the President and Secretary or others as provided by the Bylaws. Upon motion duly made, seconded and unanimously carried, it was:

RESOLVED, that the officers of the Corporation are hereby authorized to do any and all things necessary to conduct the business of the Corporation as set forth in the Articles of Incorporation and Bylaws of the Corporation.

Upon motion duly made, seconded, and unanimously carried the following resolution was adopted:

RESOLVED, that, if required, that _______________________ be, and hereby is, appointed Resident Agent in the State of ___________________________.  The office of the Resident Agent will be located at __________________________________________.

The Chairman then presented to the meeting the question of electing the provisions of Section 1244 of the Internal Revenue Code.  He noted that this Section permits ordinary loss treatment when either the holder of Section 1244 stock sells or exchanges such stock at a loss or when such stock becomes worthless.  After a discussion, the following preamble was stated and the following resolution was unanimously:

RESOLVED, THAT: ___________________________________________________

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WHEREAS, this Corporation qualifies as a small business corporation as defined in Section 1244, but WHEREAS, the Board of Directors are concerned over future tax law changes modifying Section 1244 as presently enacted (subsequent to the Revenue Act of 1978) and thus desire to safeguard this Corporation's 1244 election by complying with prior law as well as present law, and WHEREAS, pursuant to the requirements of

Section 1244 and the Regulations issued thereunder, the following plan has been submitted to the Corporation by the Board of Directors of the Corporation:

(a) The plan as hereafter set forth shall, upon its adoption by the Board of Directors of the Corporation immediately become effective.

(b) No more than __________________ shares of common stock are authorized to be issued under this plan, such stock to have a par value of $_______________ per share.

(c) Stock authorized under this plan shall be issued only in exchange for money, or property susceptible to monetary valuation other than capital stock, securities or services rendered or to be rendered.  The aggregate dollar amount to be received for such stock shall not exceed $1,000,000, and the sum of each aggregate dollar amount and the equity capital of the Corporation (determined on the date of adoption of the plan) shall not exceed $1,000,000.

(d) Any stock options granted during the life of this plan which apply to the stock issuable hereunder shall apply solely to such stock and to no other and must be exercised within the period in which the plan is effective.

(e) Such other action as may be necessary shall be taken by the Corporation to qualify the stock to be offered and issued under this plan as "Section 1244 Stock," as such term is defined in the Internal Revenue Code and the regulations issued thereunder.

NOW, THEREFORE, the foregoing plan to issue Section 1244 Stock is adopted by the Corporation and the appropriate officers of the Corporation are authorized and directed to take all actions deemed by them necessary to carry out the intent and purpose of the recited plan.

There being no further business requiring Board action or consideration;

On motion duly made, seconded and carried, the meeting was adjourned.

Dated: _________________

Secretary of the Meeting: __________________________________