Shareholder Resolution Approving a Stock Option Plan

WHEREAS, pursuant to the applicable and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Shareholders of this corporation pursuant to this Written Consent:

NOW, THEREFORE, BE IT RESOLVED that the undersigned Shareholders of this corporation hereby consent to, approve and adopt the following:

ADOPTION OF STOCK OPTION PLAN.

WHEREAS, a proposed draft of this corporation's Stock Option Plan (the "Plan") attached hereto as Exhibit A has been distributed to the shareholders of this corporation and the Plan provides for the granting to officers and key employees of this corporation of options to acquire stock in this corporation intended to qualify as "incentive stock options" within the meaning of Section 422A of the Internal Revenue Code (the "Code"), and certain other options to purchase shares of Common Stock in this corporation which are not intended to receive special income tax treatment under the Code.

WHEREAS, it has been proposed that shares of....