CONSENT TO ANNUAL ACTION BY DIRECTORS WITHOUT MEETING OF

__________

The form of M inutes, Consents, Bylaws, Agreem ents and other form s and docum ents enclosed with this order are offered as a sam ple only of standard provisions contained in such form s and docum ents. They do not purport to address the specific requirem ents of individual transactions or situations. If utilized incorrectly, significant negative tax and business consequences could result. Persons outside the legal profession who intend to utilize any such form s and docum ents m ust seek com petent legal counsel prior to their use or adaptation thereof for his or her particular requirem ents.

2005 - 2008 ALL RIGH TS RESERVED

ANNUAL CONSENT YEAR ENDED __________ FOR ACTION WITHOUT MEETING OF THE DIRECTORS OF

__________
THE UNDERSIGNED(S), being all of the Directors of __________ (hereinafter the "Corporation"), now in office consent, in lieu of a regular meeting of Directors, to the following resolutions:

RESOLVED, that the following individuals are elected to the offices of the Corporation opposite their respective names and shall hold such office until their successors are duly elected and qualified. President Vice President Secretary Treasurer /Chief Financial Officer

__________ __________ __________ __________

RESOLVED FURTHER, that all of the acts taken by Directors and Officers of the Corporation for the year ended __________ are hereby ratified and approved in all respects effective on

Date: __________ ___________________________________ __________ , Director

___________________________________ __________ , Director

___________________________________ __________ , Director

___________________________________ __________ , Director