Board Resolution Approving a Stock Option Plan

BOARD RESOLUTION APPROVING A STOCK OPTION PLAN

WHEREAS, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Directors of this corporation pursuant to this Resolution,

NOW, THEREFORE, BE IT RESOLVED that, pursuant to applicable law, the undersigned, being all of the Directors 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 each member of the Board of Directors 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 of 1986, as amended (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 the Common Stock....