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Approval Of Stock Option Plan

Pursuant to a duly made, seconded, and unanimously adopted motion, the shareholders of this [Corporation] (hereinafter referred to as Corporation) adopted the following resolution:

WHEREAS the Board of Directors of this Corporation has adopted a resolution, a copy of which is attached to the minutes of this meeting, authorizing the establishment of a Stock Option Plan, and

WHEREAS the Corporation needs to have sufficient available shares of stock to satisfy the exercise of options under the Plan adopted by the Board of Directors establishing the aforementioned Stock Option Plan, it is hereby:

RESOLVED that the Stock Option Plan previously approved by the Board of Directors in its resolution dated on [Date], a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted; and it is

FURTHER RESOLVED that [--] shares of the common stock of said Corporation are authorized to be set aside in the Corporation's Treasury by the Treasurer as recommended by the Board of Directors in its aforesaid resolution. Such shares will be reserved for the sole purpose of sale to individuals entitled to exercise an option to purchase such shares according to the measures detailed in the Stock option Plan.

The undersigned personage, [Name], certifies that he or she is the duly appointed Secretary of the Original Corporation and that the above is a true and accurate copy of a resolution duly adopted at a meeting of the shareholders. Such meeting was convened and held in accordance with all applicable law and the Bylaws of said Original Corporation on [Date], and that said resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of [Corporation] and have attached the seal of [Corporation] to this resolution.

Dated:

______________________

(Secretary)

Seal: