MINUTES OF SPECIAL MEETING OF DIRECTORS

 

                                       OF

 

                          ____________________________

 

 

 

              A special meeting of the Board of Directors of the Corporation

        was held at the time, date and place set forth below.

 

              All of the Directors being present, and

        _____________________________ to be treated as a "Small Business

        Corporation", upon motion duly made, seconded and unanimously

        voted, it was

 

                RESOLVED, that the proper officers of the Corporation are

                hereby authorized to take any and all action necessary to

                comply with the requirements of the Internal Revenue

                Service for making an election pursuant to Sub Chapter S

                of the Internal Revenue Code, Sec. 1372, and it was

                further

 

                RESOLVED, that the signing of these minutes by the

                Directors shall constitute full ratification thereof and

                waiver of notice of the meeting by signatories.

 

                There being no further business to come before the

        meeting, upon motion duly made, seconded and unanimously voted,

        the meeting was adjourned.

 

 

        Place:

 

        Date:

 

        Time:

 

                                        _______________________________

                                        Secretary

 

 

 

        ____________________________    _______________________________

        Chairman                        Director

 

 

 

        ___________________________     _______________________________

        Director                        Director

 

 

        Fill out and file form 2553 with IRS.