CONSENT TO SPECIAL ACTION BY DIRECTORS WITHOUT MEETING OF

__________

The form of M inutes, Consents, Bylaws, Agreem ents and other form s and docum ents enclosed with this order are offered as a sam ple only of standard provisions contained in such form s and docum ents. They do not purport to address the specific requirem ents of individual transactions or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who intend to utilize any such form s and docum ents m ust seek com petent legal counsel prior to their use or adaptation thereof for his or her particular requirem ents.

2005 - 2008 ALL RIGH TS RESERVED

SPECIAL CONSENT YEAR ENDED __________ FOR ACTION WITHOUT MEETING OF THE DIRECTORS OF

__________

THE UNDERSIGNED(S), being all of the Directors of __________ (hereinafter the "Corporation"), now in office consent, in lieu of a regular meeting of Directors, to the following resolutions:

[Insert Resolution]

Date: __________ ___________________________________ __________ , Director

___________________________________ __________ , Director

___________________________________ __________ , Director

___________________________________ __________ , Director