MINUTES OF FIRST MEETING OF ____________________ (Name of Corporation)

The board of directors of ________________________ Inc. held its first meeting on ****, 97 at ***** at ******

.

The following directors, marked as present next to their names, were in attendance at the meeting and constituted a quorum of the full board:

1. *********

2. **********

On motion and by unanimous vote, ***** was elected ******** temporary chairperson and

then presided over the meeting. ****** was elected temporary secretary of the meeting.

The chairperson announced that the meeting was held pursuant to written waiver of notice and consent to holding of the meeting signed by each of the directors. Upon a motion duly made, seconded, and unanimously carried, it was resolved that the written waiver of notice and consent to holding of the meeting be made part of the minutes of the meeting and placed in the corporation's minute book.

ARTICLES OF INCORPORATION

The chairperson announced that the Articles of Incorporation of the corporation had been filed with the California Secretary of State's office on ******. The chairperson then presented to the meeting a certified copy of the articles showing such filing and the secretary was instructed to insert this copy in the corporation's minute book.

BYLAWS

A proposed set of Bylaws of the corporation was then presented to the meeting for adoption. The Bylaws were considered and 3discussed and, upon motion duly made and seconded, it was unanimously

RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of this corporation;

RESOLVED FURTHER, that the secretary of this corporation be and hereby is directed to execute a Certificate of Adoption of the Bylaws, to insert the Bylaws as so certified in the corporation's minute book and to see that a copy of the Bylaws, similarly certified, is kept at the corporation's principal executive office, as required by law.

ELECTION OF OFFICERS

The chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the following offices, at the annual salaries, if any as determined at the meeting, shown to the right of their names:

President:

Secretary:

Treasurer:

Each officer who was present accepted his or her office. Thereafter, the President presided at the meeting as chairperson, and the Secretary ****acted as secretary.

CORPORATE SEAL

The secretary presented to the meeting for adoption a proposed form of seal of the corporation. Upon motion duly made and seconded, it was:

RESOLVED, that the form of the corporate seal presented to this meeting be and hereby is adopted as the corporate seal of this corporation, and the secretary of this corporation is directed to place an impression thereof in the space directly next to this resolution.

STOCK CERTIFICATE

The secretary then presented to the meeting for adoption a proposed form of stock certificate for the corporation. Upon motion duly made and seconded, it was

RESOLVED, that the form of stock certificate presented to this meeting be and hereby is adopted for use by this corporation, and the secretary of this corporation is directed to annex a copy thereof to the minutes of this meeting.

ACCOUNTING PERIOD

The chairperson informed the board that the next order of business was the selection of the accounting period of the corporation. After discussion and upon motion duly made and seconded, it was

RESOLVED, that the accounting period of this corporation shall end on ***** of each year.

PRINCIPAL EXECUTIVE OFFICE

After discussion as to the exact location of the corporation's principal executive office in the county named in the Bylaws, upon motion duly made and seconded, it was

RESOLVED, that the principal executive office of this corporation shall be at ********.

BANK ACCOUNT

The chairperson recommended that the corporation open a bank account with . Upon motion duly made and seconded, it was

RESOLVED, that the funds of this corporation shall be deposited with the ****** bank and branch office indicated just above.

RESOLVED FURTHER, that the Treasurer of this corporation is hereby authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein.

RESOLVED FURTHER, that any officer, employee, or agent of this corporation is hereby authorized to endorse checks, drafts, or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit.

RESOLVED FURTHER, that all checks, drafts, and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any of the following: ***** .

RESOLVED FURTHER, that said bank is hereby authorized to honor and pay any and all checks and drafts of this corporation signed as provided herein.

RESOLVED FURTHER, that the authority hereby conferred shall remain in force until revoked by the board of directors of this corporation and until written notice of such revocation
shall have been received by said bank.

RESOLVED FURTHER, that the secretary of this corporation be and is hereby authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign
on behalf of this corporation, and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions.

AUTHORIZATION OF ISSUANCE OF SHARES

The board of directors next took up the matter of the sale and issuance of stock to provide capital for the corporation. Upon motion duly made and seconded, it was unanimously

RESOLVED, that the corporation sell and issue the following number of its authorized common shares to the following persons, in the amounts and for the consideration set forth
under their names below. The board also hereby determines that the fair value to the corporation of any consideration for such shares issued other than for money is as set forth below:

Shareholder Name: *BLANK*

Number of Shares: *BLANK*

Consideration: *BLANK*

Fair Value: *BLANK*

RESOLVED FURTHER, that these shares shall be sold and issued by this corporation strictly in accordance with the terms of the exemption from qualification of these shares as provided for in Section 25102(f) of the California Corporations Code.

RESOLVED FURTHER, that the appropriate officers of this corporation are hereby authorized and directed to take such actions and execute such documents as they may deem necessary or appropriate to effectuate the sale and issuance of such shares for such consideration.

Since there was no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned.

----------------------------------------

, Secretary

****************************************************************************

** Corp Code 25102 (f) as follows:

25102. The following transactions are exempted from the provisions
of Section 25110:

....

(f) Any offer or sale of any security in a transaction (other than an offer or sale to a pension or profit-sharing trust of the issuer) that meets each of the following criteria:
(1) Sales of the security are not made to more than 35 persons, including persons not in this state.
(2) All purchasers either have a preexisting personal or business relationship with the offeror or any of its partners, officers,
directors or controlling persons, or managers (as appointed or elected by the members) if the offeror is a limited liability
company, or by reason of their business or financial experience or the business or financial experience of their professional advisors
who are unaffiliated with and who are not compensated by the issuer or any affiliate or selling agent of the issuer, directly or
indirectly, could be reasonably assumed to have the capacity to protect their own interests in connection with the transaction.
(3) Each purchaser represents that the purchaser is purchasing for the purchaser's own account (or a trust account if the purchaser is a trustee) and not with a view to or for sale in connection with any distribution of the security.
(4) The offer and sale of the security is not accomplished by the publication of any advertisement. The number of purchasers referred
to above is exclusive of any described in subdivision (i), any officer, director or affiliate of the issuer, or manager (as
appointed or elected by the members) if the issuer is a limited liability company, and any other purchaser who the commissioner
designates by rule. For purposes of this section, a husband and wife (together with any custodian or trustee acting for the account of their minor children) are counted as one person and a partnership, corporation or other organization that was not specifically formed
for the purpose of purchasing the security offered in reliance upon this exemption, is counted as one person. The commissioner may by rule require the issuer to file a notice of transactions under this subdivision. However, the failure to file the notice or the failure
to file the notice within the time specified by the rule of the commissioner shall not affect the availability of this exemption. An issuer who fails to file the notice as provided by rule of the commissioner shall, within 15 business days after demand by the
commissioner, file the notice and pay to the commissioner a fee equal to the fee payable had the transaction been qualified under Section
25110.