WRITTEN CONSENT OF THE DIRECTORS IN LIEU OF A MEETING OF ______________, INC.

a Delaware corporation _______________________________ ________ __, 2010 The undersigned, all the directors of __________, Inc., a Delaware corporation (Corporation), do hereby give their written consent pursuant to the Delaware General Corporation Law, and do hereby take the following actions and adopt the following votes and direct the Secretary to file this written consent action with the records of the meetings of the Board of Directors of this corporation: NOW, THEREFORE, IT IS HEREBY RESOLVED, that, all actions taken by the officers of the Corporation prior to the date of this written consent are hereby ratified and adopted by the directors. IT IS HEREBY FURTHER RESOLVED, to approve and adopt as the By-laws of the Corporation the By-laws attached hereto as Exhibit A. IT IS HEREBY FURTHER RESOLVED, to approve and adopt as the corporate seal of the Corporation, the form of corporate seal impressed in the margin of this page. IT IS HEREBY FURTHER RESOLVED, to approve and adopt as the form of certificate for shares of the Corporation's common stock and as the receipt therefore, the form of share certificate and form of receipt attached hereto as Exhibit B. IT IS HEREBY FURTHER RESOLVED, to ratify, confirm and approve all of the actions of the Sole Incorporator as reflected in the Action of Sole Organizer effective as of ___________ __, 2010. IT IS HEREBY FURTHER RESOLVED, to issue such number of shares of common stock to the persons listed below in consideration of the payment of the amount listed next to their names and other valuable consideration: Number of Shares Aggregate Cash Consideration

Name

IT IS HEREBY FURTHER RESOLVED, to authorize and direct the proper officers of the Corporation to execute and deliver certificates to persons listed above the shares authorized to be issued in accordance with the preceding vote, upon

payment by each such person the consideration required to be paid for said shares, as noted above. IT IS HEREBY FURTHER RESOLVED, that, _____________ shall be appointed to serve in the following official capacities as officer of the Corporation, and to hold each office in accordance with the Bylaws of the Corporation. President Chief Executive Officer Chief Financial Officer Treasurer Secretary IT IS HEREBY FURTHER RESOLVED, that, the fiscal year for financial and tax accounting and reporting shall be the twelve (12) month period ending December 31st. IT IS HEREBY FURTHER RESOLVED, that, until further action by the Board of Directors of the Corporation, ______________, hereby is authorized on behalf of the Corporation to sign, seal with the corporate seal and deliver all deeds, easements, leases to and from the Corporation, all assignments, amendments, extensions, surrenders or cancellations of such leases; all agreements, contracts, notes and other obligations of the Corporation, all instruments to which the Corporation may be a party affecting assignments, discharges, extensions or partial releases of mortgages, and any and all other instruments transferring or affecting title to real or personal property in or made by or on behalf of the Corporation; and the execution and delivery by them of any of the documents or instruments described in this vote shall be conclusive evidence of the authority of said officer to act for and on behalf of the Corporation and of their approval of the form and content thereof. IT IS HEREBY FURTHER RESOLVED, that, the Chief Executive Officer and/or Chief Financial Officer, on behalf of the Corporation, are hereby authorized to establish banking relationships with such bank or banks as they deem appropriate in the circumstances for the Corporations benefit and, in connection therewith, to establish such signature and other security mechanisms to protect the monetary assets of the Corporation, in accordance with the above resolution. EXECUTED as of the date first above stated.

__________________

__________________