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Board Of Directors' Resolution For Setting Aside Shares Of Stock For A Stock Option Plan

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

WHEREAS a resolution authorizing the establishment of a Stock Option Plan has been adopted by the shareholders of this Corporation, and

WHEREAS the Board of Directors are required to set aside sufficient shares of the common stock of this Corporation to satisfy the exercise of options under the Stock Option Plan according to said resolution of the shareholders, it is hereby:

RESOLVED that this Corporation shall set aside ______________ shares of its common stock for the sole purpose of satisfying the exercise of options under the Stock Option Plan.

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 applicable 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.

Dated:______________________________ _______________________

Secretary

Seal: