SECTION 1244 CORPORATION
                      MINUTES OF BOARD OF DIRECTORS MEETING
                                        OF 

                          ______________________________


                A meeting of the Board of Directors of the Corporation 
        was held on __________________, 19__ at ______ M. at 
        _________________________________________________________.  The 
        following was presented to the meeting: 

                The Board of Directors have determined that the 
        Corporation shall be organized and managed so that it is a "Small 
        Business Corporation" as defined in IRC Sec. 1244 (c)(1), as 
        amended, and so that the shares issued by the Corporation are 
        "Section 1244 Stock" as defined in IRC Sec. 1244 (c)(1), as 
        amended.  Compliance with this section will enable shareholders 
        to treat the loss on the sale or exchange of their shares as an 
        "ordinary loss" on their personal income tax returns.  

                RESOLVED, that the proper officers of the Corporation are 
                authorized to sell and issue common shares in an 
                aggregate amount of money and other property (as a 
                contribution to capital and as paid in surplus), which 
                together with the aggregate amount of common shares 
                outstanding at the time of issuance, does not exceed 
                $l,000,000, and 

                RESOLVED, that the sale and issuance of shares shall be 
                conducted in compliance with IRC Sec. 1244, so that the 
                Corporation and its shareholders may obtain the benefits 
                of IRC Sec. 1244, and further 

                RESOLVED, that the proper officers of the Corporation are 
                directed to maintain such accounting records as are 
                necessary so that any shareholder that experiences a loss 
                on the transfer of common shares of the Corporation may 
                determine whether they qualify for "ordinary loss" 
                deduction treatment on their personal income tax returns.  

                There being no further business to come before the 
        meeting, upon motion duly made, seconded and unanimously voted, 
        the meeting was adjourned.  


                                        ______________________________ 
                                        Secretary 


        ____________________________    ______________________________ 
        Chairman                        Director 


        ___________________________     ______________________________ 
        Director                        Director 
                                                        Form 515 






      


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