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Board Of Directors' Resolution Fixing Attendance Fees For Directors

Pursuant to a duly made, seconded, and unanimously adopted motion, the Board of Directors of _________________________________ (hereinafter referred to as Corporation) adopted the following resolution:

WHEREAS the Compensation Committee, in response to the Board's inquiry in reference to the provision of compensation for the Directors of said Corporation in exchange for their attendance at regular and special meetings of the Board of Directors, has presented the Board with its recommendations in a clear and timely fashion, a copy of such report and recommendations being attached to the minutes of this meeting by the Secretary of the Corporation, it is hereby:

RESOLVED that the recommendation of the Compensation Committee in its report dated ___________, 20 _____, be and hereby is adopted, and it is

FURTHER RESOLVED that the Treasurer of said Corporation is hereby directed to pay to each director who attends a regular or special meeting of this Corporation's Board of Directors the sum of _______________________________ dollars ($__________) per meeting, such payment to commence with the next regular or special meeting of the Board of Directors following this meeting.

The undersigned, __________________________________, certifies that he or she is the duly appointed Secretary of ____________________________ Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on ________________, 20 ____, and that such 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.

Date:____________________ ___________________________

Secretary

Seal: