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  1. (No Heading)
    1. Indemnification Agreements
    2. Record
  2. Form of Indemnification Agreement

The undersigned stockholders of , a Delaware corporation (the Company) take the following actions and adopt the following resolutions by written consent under section 228 of the Delaware General Corporation Law and the bylaws of the Company.

Indemnification Agreements

The Company will enter into an indemnification agreement substantially in the form attached as Form of Indemnification Agreement with each of the Company's present and future directors and officers.

Entering into such indemnification agreements is in the best interests of the Company and its stockholders.


The Secretary of the Company shall file a copy of this consent in the Company's minute book.

No schedules

Form of Indemnification Agreement

See attached.