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Combined Resolution - Incentive Stock Option Plan

STOCKHOLDERS AND DIRECTORS

A special combined meeting of the stockholders and directors of the company was duly called and held at _____________ on _______, 20 __, at

A necessary quorum of stockholders and directors were present and voting throughout or otherwise consented to this action.

Upon motions duly made, seconded, and carried it was VOTED to adopt, effective _______, 20 _, a certain incentive Stock Option Plan in the form as annexed.

VOTED that the Managing Director of the Company be authorised to execute all documents and undertake all acts reasonably necessary to accomplish the foregoing.

It was thereupon VOTED to adjourn.

I hereby certify the foregoing is a true record of said meeting.

IN WITNESS THEREOF, I have hereafter affixed my name as Secretary of ______________________ Company and have attached the seal of_____________________ Company to this resolution.

A TRUE RECORD

ATTEST

Dated:

___________________________

Secretary