The undersigned, being all the Directors of XYZ, INC., a Delaware corporation (the "Corporation") , acting without a meeting pursuant to Section 141(f) of the Delaware General Corporation Law, hereby take the following action and adopt the following resolutions:

RESOLVED, that the action of and resolutions adopted by the Incorporator of the Corporation on [specify date], as set forth in his certificate thereof, be and they hereby are in all respects approved, ratified and confirmed.

RESOLVED, that the following persons be and they hereby are elected to the offices of the Corporation set opposite their respective names, to hold office in accordance with the By-Laws until the next annual meeting of the Board of Directors and until their successors, if any, are elected and qualified:

RESOLVED, that the officers of the Corporation be and they hereby are authorized and directed to offer for sale and to sell (i) to [specify party] 60 shares of the Corporation's Common Stock, without par value, at a purchase price of $___________ per share to be paid in aggregate $____________ in cash and by the execution and delivery of a promissory note in the amount of $____________ in form as annexed hereto as Exhibit A; and (ii) to [specify party] 40 shares of the Corporation's Common Stock, without par value, at a purchase price of $____________ per share to be paid in aggregate by the execution and delivery of a bill of sale respecting the inventory described therein in form as annexed hereto as Exhibit B; and to issue such shares as fully paid and nonassessable shares of the Corporation's Common Stock, upon receipt of the full purchase price therefor; some or all of such shares may be uncertificated shares pursuant to Section 158 of the Delaware General Corporation Law.

RESOLVED, that the form of Corporate Resolutions of the Bank as annexed hereto, for the purpose of opening and maintaining one or more bank accounts and transacting other banking business of the Corporation at said Bank, authorizing the persons specified therein to exercise the powers set forth therein, be and it hereby is adopted and the appropriate officers of the Corporation be and they hereby are authorized and directed to certify the same to such Bank.

RESOLVED, that each of the officers of the Corporation be and hereby is authorized and empowered to execute, deliver and file on behalf of the Corporation any and all documents and to take such other action, from time to time, as may be necessary or desirable to qualify the Corporation to transact business in any state in which the President or Vice President, upon the advice of counsel to the corporation, determines to be necessary or desirable.

RESOLVED, that the fiscal year of the Corporation shall end on October 31 of each year, and the first fiscal year shall commence on the date of incorporation of the Corporation.

RESOLVED, that [specify accounting firm] be engaged as auditors of the Corporation on such terms and conditions as are set forth on Exhibit C hereto.

RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated.

RESOLVED, that each of the (i) President and the (ii) Vice President of the Corporation, acting singly, and such other officers as either of them may designate, be and they hereby are authorized and directed on behalf of the Corporation to negotiate and agree to the terms and provisions of, and to execute and deliver, all agreements, instruments and consents in connection with [description of transaction and related agreements], in form as circulated for signature, with such changes, insertions and deletions therein as any of them, with the advice of counsel to the Corporation, shall approve, such approval to be conclusively expressed by their execution thereof.

RESOLVED, that each of the (i) President and the (ii) Vice President of the Corporation, acting singly, and such other officers as either of them may designate, be and they hereby are authorized and directed on behalf of the Corporation to do and perform such other acts and execute such other documents, instruments and certificates as they shall deem necessary or desirable to further the intent and purposes and otherwise to effectuate the foregoing resolutions.

Dated:

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