__________________________, Vice President;

__________________________, Secretary;

__________________________, Treasurer.

The directors then voted on the nominations and each of the nominated individuals was elected to the office that appears above after his name.  Next, upon a duly made, seconded and carried motion, it was

RESOLVED, that the share certificates of this Corporation shall be those submitted by the President for consideration by the Board, and that a copy of said share certificate shall be attached to the minutes of this meeting.  Next, upon a duly made, seconded and carried motion, it was

RESOLVED, that the Officers of the Corporation are hereby authorized and directed to pay all fees and expenses incident and necessary to the organization of the Corporation, and to procure and pay for the proper corporate books.

Upon a motion duly made, seconded and carried, it was

RESOLVED, that the seal of the Corporation shall be the seal an impression of which appears immediately below:

(Seal)

Next, upon a duly made, seconded and carried motion, it was

RESOLVED, that the Secretary is hereby authorized to procure for the Corporation all necessary books and the Treasurer is hereby authorized to pay all fees and other expenses incident and necessary to the Corporation's organization.

Next, a copy of the proposed Bylaws for the management of the Corporation's internal affairs was distributed to each director and read aloud.  Then, upon a duly made, seconded and carried motion, it was

RESOLVED, that the Bylaws for the management of the internal affairs of the Corporation, which each director has read and approved article by article, are hereby adopted, and the Secretary is ordered to attach a copy of the aforesaid Bylaws to the minutes of this meeting.

Next, upon a motion duly made, seconded and carried, it was

RESOLVED, that the President of the Corporation is hereby authorized and directed to open a bank account in the Corporation's name and to do so in accordance with the form of bank resolution that is attached to the minutes of this meeting.

Next, the Board of Directors reviewed offers from ____________________________, to pay __________________________ dollars ( $__________ ) in consideration for the issuance of __________ shares of the common stock of the Corporation to be issued as fully paid and nonassessable and from _______________________ to pay __________ dollars ( $_________ ) in consideration for the issuance of ________________ shares of the common stock of the Corporation to be issued as fully paid and nonassessable.

Next, upon a duly made, seconded and carried motion, it was

RESOLVED, that the aforesaid offers by _________________ and ________________ were for good and sufficient consideration for the shares demanded, and it is

FURTHER RESOLVED, that the President and Secretary are hereby directed to execute in the name of the Corporation any agreement or agreements in accordance with the offers of _______________ and ______________, and to issue and deliver in accordance with such an agreement or agreements the appropriate number of fully paid and nonassessable shares.

RESOLVED, that the stock and stock transfer book recommended to the Board at this meeting by the President are hereby adopted as the stock and stock transfer book of the Corporation.

Next, upon a duly made, seconded and carried motion, it was

RESOLVED, that the firm of _____________________________ be engaged to perform the annual audit of the books of this Corporation for the calendar year ending _______________ (date), and that the President is hereby authorized and directed to execute a written retainer for the aforesaid services of __________________________.  There being no further business, upon a duly made, seconded and carried motion, the meeting was adjourned.

___________________________________

Secretary