RESOLUTION - AUTHORIZATION FOR ISSUANCE OF SHARES OF CORPORATION IN EXCHANGE FOR REALTY

Whereas, at a meeting of the board of directors of the ________________________

Corporation (hereinafter sometimes referred to as the "Corporation"), it was resolved that the

Corporation accept the offer of ___________________ attached hereto, and issue ______ percent

of the authorized capital stock of the Corporation, fully paid and nonassessable; and

Whereas, ______________________, as the sole owner of the real estate situated in the

City of ____________________, County of _________________________, State of

________________, has offered to sell to the Corporation the real estate, as more fully described

in the offer attached hereto, in return for _______ percent of the authorized stock of this

corporation; and

Whereas, the real estate is valuable for the use and lawful purposes of the Corporation;

Now, therefore, be it resolved that the offer made by ________________ to the

Corporation is accepted. Resolved further that the secretary of the Corporation shall

promptly deliver to the offeror, a certified copy of the minutes of this meeting.

Resolved further that the president of the Corporation execute and deliver to the offeror,

____ certificates of stock for ____ shares of the Corporation, which shares shall constitute ______

percent of the authorized capital stock of the Corporation fully paid and nonassessable, on receipt

from the offeror, of a warranty deed transferring the real estate to the Corporation.

Resolved further, that all prorations and adjustments for items including, but not limited to,

taxes, interest, insurance and rents, shall be made as of the date of the transfer according to

the local custom in the real estate industry.

By the Board of Directors, this Resolution is adopted this ______________.

____________________________

Chairman, Board of Directors