RESOLVED, that the form of share certificate attached hereto is hereby adopted for use by the Company and the Secretary is instructed to insert a copy thereof in the minute book immediately following this action by consent;

RESOLVED FURTHER, that the Company issue and sell a total of _______________________ shares of its common stock at a value per share of _________ to the following persons in the number and for the consideration set forth opposite their names respectively:

Name Number of Shares Consideration and (if other than cash) Fair Value

RESOLVED FURTHER, that with respect to each share sold, an amount of consideration shall be allocated to capital and the remaining amount of consideration paid for each share shall be allocated to surplus;

RESOLVED FURTHER, that each of the Directors of the Company is hereby authorized and directed to take all actions that may be necessary and proper for this Company to issue and sell the above shares to the persons named in accordance with applicable federal and state laws.

FURTHER RESOLVED, that the Directors of this Company be, and each hereby is, authorized, directed and empowered to make, execute and file, or cause to be filed with the securities administrators of relevant jurisdictions, such consents to service of process, notices, reports, and other documents as are deemed necessary or appropriate to qualify or register or exempt from qualification or registration the foregoing offer, sale and issuance of the stock.

FURTHER RESOLVED, that the Directors of this Company be, and each hereby is, authorized, empowered and directed to execute and file, or caused to be filed, with the Department of Commerce applicable reports on the forms designated by the Department in connection with the foregoing issuance and sale of its capital stock.