WHEREAS, the board desires access to the capital markets of publicly traded companies and;

WHEREAS, the board further desires the additional currency afforded by publicly traded securities as a means to raise new equity capital and to assist in acquisitions now therefore;

IT IS HEREBY RESOLVED, that the legal and M&A consulting services of SFW Mergers - Stanley F. Wilson are hereby required to maximize our business model and to take our company to the next level.

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