CONSENT TO SPECIAL ACTION BY SHAREHOLDERS 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 SHAREHOLDERS OF

__________

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

[Insert Resolution]

Date: __________ ___________________________________ __________ , Shareholder

___________________________________ __________ , Shareholder

___________________________________ __________ , Shareholder

___________________________________ __________ , Shareholder