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MINUTES OF THE

MEETING

OF

Pursuant to notice (a copy of which is attached), waiver of notice (copies of which are attached), an annual a special meeting of the  Directors A regular meeting of the Board of Directors of the above corporation was held on at at the corporation's place of business., .

. QUORUM.  A quorum was declared present based on the presence of the following Directors and the following Shareholders who were present or represented by proxy as follows:A quorum was declared present based on the following Shareholders who were present or represented by proxy as follows: A quorum was declared present based on the presence of

- Director:

. GUESTS. The following guests were present at the meeting:

The following corporate actions were taken by appropriate motions duly made, seconded, and adopted by the majority two-thirds unanimous % vote of the  Directors entitled to vote (unless a higher voting approval is stated).

. REVISE/APPROVE PREVIOUS MINUTES. The minutes of the meeting were approved as corrected.

. ELECTION OF DIRECTORS. The following persons were elected as Directors for the terms provided in the bylaws:

,  

. ELECTION OF OFFICERS. The following Officers were elected:

,  

. REPORTS.

- Report by :

. ADOPTION OF DOCUMENTS/PLANS.

The attached adopted by a majority two-thirds unanimous % vote of the Directors.

. APPROVAL OF ACTIONS SECTION. The actions and undertakings of the Directors, Officers, Employees, and Agents of the corporation were approved with respect to:

-

. FINANCIAL STATEMENTS PRESENTATION. The financial statements for the ending , as prepared by the corporation's Officers, the corporation's Treasurer, , the corporation's Accountant(s), , , were approved. Highlights of the financial statements included:

. SALARIES. Salaries for Officers and other employees were established in accordance with the attached schedule.as follows:

. BONUSES. Employee and/or Officer bonuses for the ending , were approved as shown on the attached schedule.as follows:

. DIRECTORS' FEES. Directors' fees of per per Director were approved.

. CONTRIBUTION TO PROFIT SHARING PLAN. A contribution to the corporation's profit sharing plan was approved in an amount equal to .% of the corporation's net income for the year ended .

. DIVIDENDS. The payment of dividends to the stockholders of record on was approved in the amount of per share.in accordance with the attached schedule.as follows:

. ISSUANCE OF STOCK. The issuance of stock was approved as shown on the attached schedule.as follows:

. BORROWING RESOLUTION. The corporation was authorized to borrow  up to a maximum of  such amounts as the Officers deem advisable from .

The form of resolution by the above lender was adopted and a copy is attached. The attached resolution states the names of the persons who are authorized to request loan advances. The Officers are authorized to take all actions and to sign all documents reasonably needed to carry out this loan transaction.Only the following Officer(s) are authorized to take all actions and to sign all documents reasonably needed to carry out this loan transaction:

. ESTABLISH BANKING RELATIONSHIP. The Officers are authorized to open accounts with . The form of resolution as provided by the bank was adopted and a copy is attached. The attached bank form of resolution states the names of the persons who are authorized to sign checks and drafts.

. AUTHORIZATION OF CORPORATE ACTION. The Officers and Directors were authorized to take all actions and to sign all documents reasonably needed to:

-  

. NEXT MEETING. The next meeting of the  Board of Directors will be held on , at , at the corporation's place of business..

There being no further business, the meeting was duly adjourned.

These Minutes are certified by 's .

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