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RESOLUTION WITH RESPECT TO INTERNAL REVENUE CODE SECTION 1244 The Board of Directors considered the advisability of issuing its stock under Internal Revenue Code.Section 1244. As Section 1244 stock, each shareholder could obtain ordinary loss treatment if the stock becomes worthless. After discussion the Board of Directors agreed that the stock of the Corporation would be issued in compliance with Internal Revenue Code Section 1244. INJURY PREVENTION PROGRAM The Corporate Attorney announced to the Board of Directors that it is mandatory for every business in the State of California,with one or more employees, to implement an injury prevention program. The Corporate Attorney covered in detail what the Corporation will need to do to comply with Section 6401.7 of the Labor Code of the State of California and non-compliance could result in penalties. After further discussion, upon a motion duly made and seconded,the Board of Directors unanimously RESOLVED, that DAVID L. VAN ELDEREN is hereby appointed Safety Coordinator of the Injury Prevention Program; and - RESOLVED FURTHER, that DAVID L. VAN ELDEREN is hereby authorized to do all things necessary to proceed with the necessary documentation to comply with Section 6401.7 of the Labor Code of the State of California. RESOLUTION DESIGNATING AGENT FOR SERVICE OF PROCESS The Chairman advised the Board of Directors that within 90 days following the date the Articles of Incorporation were filed,the Corporation must file a Statement of Information with the California Secretary of State under Section 1502 of the California Corporations Code. Upon a motion duly made, seconded and unanimously carried,the following resolutions were adopted: RESOLVED, that ERIC A. WINTERS is hereby named as the initial agent for service of process; RESOLVED FURTHER, that any officer of this Corporation is authorized and directed to prepare and file or cause to be filed with the Secretary of State, a Statement of Information in compliance with Section 1502 of the California Corporations Code; and RESOLVED FURTHER, that the Secretary of this Corporation is directed to insert a copy of the Statement of Information, as filed with the Secretary of State, into the Minute Book of the Corporation immediately following the Minutes of this meeting. SUBCHAPTER S STATUS The Board of Directors considered the advantages of electing to be taxed as a small business corporation under Internal Revenue Code Subchapter S. A discussion ensued. The Corporate Attorney and Corporate Accountant were involved in the discussion and gave their input, opinions and advice. After discussion,upon a motion duly made and seconded,the Board of Directors unanimously RESOLVED,that the President is hereby authorized and directed to prepare, execute and file or cause to be prepared, executed and filed, Internal Revenue Service Form 2553, together with a -7-