Corporate Resolutions

Resolution to Issue Option to Purchase Shares

WHEREAS, in the judgment of the Board of Directors, it is in the best interests of the Corporation to grant to an Option to Purchase a certain number of shares of common stock of the Corporation, be it:

RESOLVED, that for good consideration, the Corporation grant and issue to an option to purchase an aggregate of () shares of the unissued common stock of the Corporation for the option price of $
() per share. This option shall terminate on .

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 .