MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS

The initial meeting of the Board of Directors of the Corporation was held at the office of the

corporation, on _________________, 19____, immediately following the initial meeting of

shareholders of the Corporation.

The Director present was ____________________. Temporary Chairman was nominated

and elected and acted as such until relieved by the President, same being ___________________.

The Chairman then presented and read to the meeting a Waiver of Notice of meeting,

subscribed by all of the Directors of the Corporation.

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

RESOLVED, that the Chairman be requested to cause the same to be spread at length

upon the minutes.

The Chairman then stated that nominations for officers of the Corporation were in order.

The following persons were nominated and thereupon elected to the position opposite their names

to serve until their successors are elected and qualified:

______________________ PRESIDENT

______________________ VICE PRESIDENT

______________________ SECRETARY

______________________ TREASURER

The President, Vice President, Secretary and Treasurer thereupon assumed their

respective offices.

The Chairman then stated that is was advisable to issue immediately certain shares of

stock of the Corporation's common stock at its par value, none of which are issued and outstanding.

Thereupon, the following resolution was adopted:

RESOLVED, that the officers of the Corporation are hereby authorized to issue at this time,

shares of the authorized capital stock of the Corporation to the following:

SHARES TO BE CONSIDERATION

ISSUED TO NUMBER OF SHARES THEREFORE

___________ ____ ____

The following resolution was unanimously adopted:

RESOLVED, that the President and Treasurer be authorized, empowered and directed to

open a bank account and to deposit therein all funds of the Corporation, payable on said account to

be made in the corporate name and that a copy of the printed form of the bank resolution be

appended to the minutes of this meeting.

The President then presented and read the minutes of the first meeting of shareholders of

this Corporation, and the same were, on motion duly made, seconded and unanimously carried, in

all respects ratified and adopted by this Board of Directors.

The President then presented and read to the meeting the Bylaws adopted at said meeting

of the shareholders and made a part of the minutes, and on motion duly made, seconded and

unanimously carried, the same were, in all respects, ratified, confirmed and approved as and for the

Bylaws of the said Corporation.

On motion duly made, seconded and carried, the President was directed to designate such

agents for service of process as the President may deem advisable from time to time, and to file

with the Office of the Secretary of State, State of __________, immediately and thereafter as

required, the appropriate certificates designating the offices and agent or agents for

service of process on this Corporation, and further to file copies of the same as a part of these

minutes.

On a motion duly made, seconded and carried, the Treasurer was directed to pay from the

corporate funds the expense of organizing the Corporation, approval of payment being given to the

bill of attorneys for the Corporation.

Upon motion duly made, seconded and carried, the law firm of ______________________,

was named as general counsel for this Corporation.

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

seconded and unanimously carried, the same was adjourned.

DATED: ________________, 19____

              ____________________________