MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS TO ADOPT STOCK

OWNERSHIP PLAN UNDER SECTION 1244 OF THE INTERNAL REVENUE CODE

A special meeting of the Board of Directors of the

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was held by virtue of notice on ___________, 19__ at _____ am/pm,

at ____________________________, ______________, _______________

A motion was made and seconded as follows:

The Board of Directors have determined that the Corporation shall

be organized and managed so that it is a "Small Business

Corporation" as defined in IRC Sec. 1244 (c)(1), as

amended, and so that the shares issued by the Corporation are

"Section 1244 Stock" as defined in IRC Sec. 1244 (c)(1), as

amended. Compliance with this section will enable

shareholders to treat the loss on the sale or exchange of

their shares as an "ordinary loss" on their personal

income tax returns.

RESOLVED, that the proper officers of the Corporation are

authorized to sell and issue common shares in an

aggregate amount of money and other property (as a

contribution to capital and as paid in surplus), which

together with the aggregate amount of common shares

outstanding at the time of issuance, does not exceed

$l,000,000, and

RESOLVED, that the sale and issuance of shares shall be conducted

in compliance with IRC Sec. 1244, so that the Corporation and its

shareholders may obtain the benefits of IRC Sec. 1244, and it is

further

RESOLVED, that the proper officers of the Corporation are

directed to maintain such accounting records as are necessary so

that any shareholder that experiences a loss on the transfer of

common shares of the Corporation may determine whether they

qualify for "ordinary loss" deduction treatment on their personal

income tax returns.

There being no further business to come before the meeting, upon

motion duly made, seconded and unanimously voted, the meeting was

adjourned.

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Secretary

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Attest: Chairman of the board