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C. It is the opinion-of the Board of Directors that adoption of the amortization method will <br /> effect tax savings and reduce accounting costs. <br /> NOW, THEREFORE, BE IT RESOLVED,that beginning with the month in which the <br /> Corporation begins business, the Corporation adopt a system of amortizing organizational expenditures <br /> ratably over a period of sixty(60)months in accordance with Section 248 of the Internal Revenue <br /> Code of 1986. <br /> RESOLUTION AUTHORIZING ISSUANCE OF SHARES <br /> Next, the Chairman informed the Board of Directors that in order to provide capital for the <br /> Corporation, it would be necessary to sell and issue stock. <br /> The Board of Directors was further informed that the Articles of Incorporation authorized the <br /> Corporation to issue 100,000 shares of no par common stock. The Board of Directors was further <br /> informed that the attorney for the Corporation has advised that the proposed sale of the stock of the <br /> Corporation is exempt from qualification under California Corporations Code Section 25102(f). Upon <br /> a motion, the following resolution was adopted: <br /> RESOLVED, that the Corporation sell and issue its stock,not to exceed 30,000 shares to the <br /> persons and for the consideration set forth below; that the consideration for those shares shall be paid <br /> in full before their issuance and delivery; that the consideration shall be credited to stated capital; and <br /> that the notice required by California Corporations Code Section 25102(f) shall be executed and filed <br /> with, or mailed for filing by, the California Commissioner of Corporations not later than the day the <br /> stock is issued: <br /> NUMBER <br /> NAME OF SHAREHOLDERS OF SHARES CONSIDERATION <br /> JEFFREY STUIT 10,000 $ 5,000 <br /> ERIC A. WINTERS and MARJOLYN M. 10,000 $ 5,000 <br /> WINTERS, Trustees of the E &M <br /> WINTERS REVOCABLE TRUST u/i/d <br /> August 3, 1998 <br /> DAVID L. VAN ELDEREN and GRACE 10,000 $ 5,000 <br /> VAN ELDEREN, Trustees of the <br /> VAN ELDEREN REVOCABLE TRUST <br /> u/i/d November 18,-1996 <br /> RESOLVED FURTHER,that prior to any transfer or sale of shares of stock of the Corporation, <br /> the Corporation shall first receive the authority of the Commissioner of Corporations, except as <br /> permitted in the rules of the Commissioner of Corporations; and <br /> RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to <br /> execute all documents and take any action they consider necessary or advisable to carry out the <br /> purposes of these resolutions. <br /> -6- <br />