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                                   MINUTES OF MEETING OF DIRECTORS




                       ______________________________, INC.



                A Meeting of the Board of Directors of


        ____________________________________ INC. was duly held on


        __________,19__ at _________________.  All of the Directors of the


        Corporation were present and signed the Waiver of Notice which is


        on file herewith.


                On motion duly made and seconded it was voted:



                There being no further business to come before the


        meeting at this time, it was voted to adjourn.



        ATTEST:                         ______________________________