FOR

_________________________________________

    At a meeting of the Board of Directors of the corporation, duly called and held this day at 709 Woodside Avenue, Wilmington, Delaware 19809, county of New Castle, the undersigned, constituting a majority of the members of the Board of Directors, the said directors took the following action, adopting the following resolutions which have not been modified or rescinded.

1. In accordance with section 275 of the general corporation law of the State of Delaware the following is resolved and shall be effective immediately:

        Resolved that a Power of Attorney to obtain a Federal Identification Number from the Internal Revenue Service is hereby authorized and given to Global Corporate Services, Inc. and/or Phyllis Jacobs, its President and Nancy B. Stewart, its Secretary.

        Resolved that the Board of Directors authorize, constitute and appoint Global Corporate Services, Inc., and/or Phyllis Jacobs, its President, and Nancy B. Stewart, its Secretary, to act as the true and lawful attorney-in-fact for the corporation and act on its behalf to file any required papers to enact the immediate operation of this corporation.

        Resolved that Global Corporate Services, Inc., is acting on behalf of the corporation in order to effect operation of the corporation, and does not accept any responsibility for any property owned by or debts accrued by the corporation prior to or after dissolution.

2. Neither the certificate of incorporation nor the by-laws contain any special requirement as to the number of directors required to pass such resolutions.

3. The certificate of incorporation does not require any vote or consent of shareholders to authorize the above.

IN WITNESS WHEREOF, the Undersigned, has hereto affixed its hand this _________ day of _________________ the year 2000.

_________________________________________

Secretary

Approved by:

_______________________________DIRECTOR