The undersigned, being all of the initial directors of [CORPORATION'S NAME] ("Corporation"), hereby consent to the following:

RESOLVED, that a copy of the articles of incorporation which were filed in the office of the [STATE] Secretary of State on [DATE] be inserted in the minute book by the secretary.

The Corporation has received written subscriptions to purchase some of its common shares from the following persons, in the following amounts, and for the following considerations:

Name Subscription Price Number of Shares

RESOLVED, that the written subscriptions received by the Corporation be accepted according to their terms and that payment of each such subscription is called for immediately. Upon payment, the president and secretary are directed to issue to each such subscriber certificates for the number of shares for which the subscriber has subscribed and paid, in such denominations as the subscriber shall designate to the president and secretary. Such shares shall be fully paid and non-assessable. The secretary is instructed to cause these written subscriptions to be inserted in the corporate minute book.

RESOLVED, that the bylaws attached to this Consent are adopted as the bylaws of the Corporation. The secretary is instructed to cause these bylaws to be inserted in the corporate minute book.

RESOLVED, Each of the following persons are appointed to the corporate office preceding his/her name:

President:

Vice President:

Secretary:

Treasurer:

RESOLVED, that the Corporation shall elect S corporation status pursuant to Internal Revenue Code, Section 1362. The Corporation's officers are hereby authorized to take any and all action necessary to cause the Corporation to comply with the requirements of the Internal Revenue Service for making such an election of S corporation status.

RESOLVED, that the Corporation shall elect to amortize its organizational expenses pursuant to IRS § 248. The officers are directed to take the necessary steps to implement this resolution.

RESOLVED, that the Corporation shall enter into a Stock Purchase Agreement with its shareholders. The Corporation's officers are hereby authorized to execute such an Agreement on behalf of the Corporation. Once this Agreement has been executed by all parties thereto, the secretary is instructed to cause a copy of this Agreement to be inserted in the corporate minute book.

RESOLVED, that the Corporation shall enter into an employment contract(s) with [NAME(S)] upon substantially the same terms as are set forth in the Sample Employment Agreement, a copy of which shall be attached to this Consent. The Corporation's officers are hereby authorized to negotiate these Employment Agreements on behalf of the Corporation and to execute them on behalf of the Corporation.

RESOLVED, that a form of stock certificate, corporate record book, and share transfer ledger be adopted as the forms to be used by the Corporation. The secretary is instructed to place a copy of such form of stock certificate and share transfer ledger into the corporate record book.

RESOLVED, that the Corporation shall enter into the following contracts: [DESCRIBE THE CONTRACTS]. The Corporation's officers are hereby authorized to execute these contracts on behalf of the Corporation.

RESOLVED, that [NAME] is hereby designated as the registered agent of the Corporation. The registered office of the Corporation be established and maintained at [STREET ADDRESS IN STATE OF INCORPORATION].

RESOLVED, that the Corporation shall open a bank account in behalf of the Corporation with [BANK NAME] and a resolution for that purpose on the printed form of said bank was adopted. The Corporation's officers are hereby are authorized execute any documents necessary to effectuate the intent of this resolution.

RESOLVED, that the Corporation hereby appoints the law firm of [FIRM NAME] as legal counsel of this Corporation to from time to time perform legal services for the Corporation to the extent agreed upon between the Corporation's officers and that law firm.

RESOLVED, that the Corporation hereby appoints the accounting firm of [FIRM NAME] as accountants of this Corporation to from time to time perform accounting services for the Corporation to the extent agreed upon between the Corporation's officers and that accounting firm.

RESOLVED, that the Corporation shall pay the expenses incurred in the incorporation and organization of this Corporation, including those incurred prior to incorporation and prior to the date of this meeting, and to reimburse the officers, director, shareholders, and other persons who have paid any such expense. The officers are hereby authorized to make such reimbursements on behalf of the Corporation.

RESOLVED, that for the purpose of authorizing the Corporation to do business in any state, territory, or dependency of the United States or any foreign country in which it is necessary or expedient for this Corporation to transact business, the officers of this Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and to make and file all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency, or country to authorize the Corporation to transact business therein.

RESOLVED, that the officers shall immediately proceed to carry on the business for which the Corporation was formed.

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Initial Director Initial Director