MINUTES OF THE ANNUAL MEETING OF BOARD OF DIRECTORS OF __________ CORPORATION

I.

The annual meeting of Board of Directors of the corporation was held at __________ [address], on __________ [date].

II.

The meeting was called to order by __________ [name], the __________ [specify office] of the Corporation.

III.

The secretary thereafter reported to the Directors that the meeting had been called pursuant to __________ [specify a notice of meeting and/or waiver of notice thereof] in accordance with the corporation's bylaws. It was ordered that a copy of the __________ [specify notice and/or waiver of notice] be appended to the minutes of the meeting.

IV.

Directors present at such meeting, either in person or by conference--speaker telephone--were __________ [names], and constituted a quorum of the authorized number of Directors of the Corporation. There were no Directors absent from such meeting. Thereafter __________ [name], the Chairman of the Board of Directors acted as chairman of the meeting and __________ [name], Secretary of the Corporation, acted as Secretary of the meeting.

The chairman of the meeting stated that the appropriate number of Directors were present to conduct business for the Corporation. The chairman then stated that the meeting was complete and ready to transact any business presented therein at the meeting.

V.

The secretary read the minutes of the last previous meeting of the Board of Directors which was conducted on __________ [date]. Thereafter on motion duly made, seconded and unanimously adopted, it was:

RESOLVED that the minutes of the meeting of the Board of Directors conducted on __________ [date], as read by the secretary be and are hereby approved in all respects and the secretary is directed to insert them in the Corporate Minute Book.

VI.

The first order of business was the election of corporate officers. Whereupon motion duly made, seconded and unanimously adopted, it was

RESOLVED that the following persons are elected officers of the corporation to serve for one year or until their successors are elected and qualify:

President __________ [name]

Vice President __________ [name]

Secretary __________ [name]

Treasurer __________ [name]

VII.

The President then gave a general report of the business and finances of the corporation. The secretary then reported changes, if any, to the corporation's shareholders' list since the last such report.

VIII.

The Directors determined that the next Annual Meeting of the Shareholders and Directors which is required by law and by the Corporation's Bylaws to be held should be set. After discussion it was agreed that it should be most convenient for the meeting to be held on __________ [date], at __________ [time] and at __________ [address]. Accordingly, upon Motion duly made, seconded and unanimously adopted, it was:

RESOLVED, that the next annual meeting of the Shareholders of the Corporation be held on __________ [date], at __________ [time] at __________ [address].

RESOLVED, further that in connection with the annual meeting, the Treasurer of the Corporation is hereby directed to compile and deliver to the Secretary of the Corporation for service upon each shareholder of the Corporation at least ten (10) days prior to the scheduled annual meeting, a full complete and clear statement of the business and condition of the Corporation including a balance sheet, income statement and surplus statement, all the same being prepared by generally accepted accounting principles.

IX.

Since the date of the last meeting of the Board of Directors, the President announced that numerous acts and transactions have been entered into on behalf of the Corporation by the Officers and Directors of the Corporation. Accordingly, since all of the actions and transactions may not have been reflected in the Corporate Minute Book of the Corporation, the Chairman announced that it was desirable that the Board confirm and ratify the actions of the Officers and Directors by appropriate ratification or resolution. Therefore by unanimous consent of all of the Directors, it was:

RESOLVED, that all of the activities, obligations and transactions as they have been taken or made by the Offices or Directors of the Corporation since the date of the Corporation's inception be and they are hereby ratified and approved as authorized actions of the Corporation.

X.

There being no further business conducted at the meeting upon Motion duly made, seconded and unanimously adopted, the meeting was adjourned at __________ [time] on __________ [date], and witness the official seal of the Corporation.

(Seal)

APPROVED:

________________________

Secretary