NOTE: Any resolution approved by unanimous written consent in lieu of holding a meeting must be signed by each Director and

kept with the Corporation’s records. Otherwise, the text of the resolution is often included in the minutes of the meeting at which the resolution was approved. BOARD OF DIRECTORS RESOLUTION TO APPOINT ACCOUNTANT FOR __________________<Company Name>____________________ RESOLVED, that the Officers of this Corporation are hereby authorized to engage the accounting firm <Name of Firm> to serve as the accountant for this Corporation. The terms of the engagement are set forth in the Letter of Agreement that was submitted by the above-mentioned accounting firm. A copy of the Letter of Agreement is attached to the minutes of this meeting. The Officers are directed to perform all necessary acts to carry out this resolution. The undersigned, <Name of Secretary>, certifies that he/she is the duly elected Secretary of this Corporation, and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the Board of the Directors which was held in accordance with State law and the Bylaws of the Corporation. Dated: ____________ ________________________ Secretary ___________________________, Director ___________________________, Director ___________________________, Director ___________________________, Director