RESOLUTIONS

OF
THE BOARD OF DIRECTORS
OF
ACME MANUFACTURING, INC.

Date ______________, ____

WHEREAS, Acme Manufacturing, Inc. (the “Company”) has received as offer

from Universal Ironworks, LLC (“Universal”) to purchase substantially all the assets of
the Compnay as set forth in the preliminary asset purchase agreement, in the form
attached hereto as Exhibit A (“Agreement”); and

THEREFORE, BE IT:

RESOLUTIONS

RESOLVED, that the Board of Directors has reviewed and considered the
terms of the Agreement and has determined that the Agreement is advisable and in the
best interests of the Company;

RESOLVED, , hat the Board of Directors of the Company do hereby consent

to and ratify the form, terms and provisions of the Agreement, including all exhibits
and schedules attached thereto; and do hereby consent to and ratify the execution,
delivery and performance of the Agreement (including all exhibits and schedules
attached thereto); and do hereby consent to the Asset Sale; and

RESOLVED, that each of John Warner, as President of the Company, Taylor

Banks, as Execuitive Vice President, Chief Financial Officer and Treasurer of the
Company, and their duly elected or appointed successors in office, is designated by the
Board of Directors as an “Authorized Officer” as such term is used in these resolutions;

RESOLVED, that each of the Authorized Officers be, and each of them hereby
is, authorized and empowered to take all such further action and to execute and deliver
all such further agreements, certificates, instruments and documents, in the name and
on behalf of the corporation, and if requested or required, under its corporate seal duly
attested by the Secretary or Assistant Secretary; to pay or cause to be paid all expenses;
to take all such other actions as they or any one of them shall deem necessary,
desirable, advisable or appropriate to consummate, effectuate, carry out or further the
transactions contemplated by and the intent and purposes of the foregoing resolutions

RESOLVED, that the omission from these resolutions of any agreement or

other arrangement contemplated by any of the agreements or instruments described in

1210981
 the foregoing resolutions or any action to be taken in accordance with any requirements
of any of the agreements or instruments described in the foregoing resolutions shall in
no manner derogate from the authority of the Authorized Officers to take all actions
necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or
further the transactions contemplated by and the intent and purposes of the
foregoing resolutions

RESOLVED, that the board of directors hereby recommends that the

stockholders approve the execution and consummation of the agreements and
transactions contemplated by the Agreement

This written consent shall be filed in the Minute Book of this Company and become a part of the
records of this Company.

________________________________ [Add signature lines as appropriate.]

Signature

________________________________
Printed Name

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Title

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