Resolution of the Directors

of

Transfer of Shares

WHEREAS (the "Transferor") is currently the registered and beneficial owner of

shares (the "Transferred Shares") in the capital stock of (the "Corporation");

NOW THEREFORE BE IT RESOLVED THAT the Directors of the Corporation hereby

approve and consent to the transfer by the Transferor to of the Transferred Shares.

The foregoing resolution is hereby consented to by the signatures of all the directors of the
Corporation.

DATED