Corporate Resolutions

Resolution to Make Assignment to Creditors

WHEREAS, the Corporation is insolvent and indebted to numerous creditors, and WHEREAS, it is in the best interests of the Corporation's creditors as well as the Corporation to liquidate the assets of the Corporation through an assignment to creditors, be it:

RESOLVED, that the Corporation make a general assignment for the benefit of creditors, naming as assignee.

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 .