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Resolution: Approve Profit-Sharing Plan

WHEREAS, the Board of Directors of this Corporation considers it to be in the best interests of the Corporation to adopt an employee Profit-Sharing Plan as a means of improving employee incentive and performance; be it

RESOLVED, that the Corporation adopt an employee Profit-Sharing Plan as presented to the Board, the specifications of which are annexed hereto, provided however that adoption shall be conditional upon (1) duly voted shareholder approval, and (2) a favorable ruling from the Australian Taxation Office that the plan, as constituted, qualifies under the laws and provisions of the Australian Taxation Office, as amended, and

RESOLVED FURTHER, that upon satisfaction of the conditions stated, the President and/or Treasurer undertake all actions as are necessary to implement and administer the plan.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________, a corporation duly formed pursuant to the laws of the state of _______________, and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________, and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this __________ of __________, 20 ___.

A TRUE RECORD.

ATTEST.

Secretary