Resolution to Retain an Attorney

WHEREAS, the Corporation requires the services of an attorney for its general legal affairs, be it:

RESOLVED, that the Corporation, for its general legal needs, appoints the law firm of _______________________________ as its general counsel; such appointment being further upon those terms as set forth in the proposed terms of engagement annexed hereto or upon such generally prevailing rates as are customarily charged by said attorney/firm.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _______________________________ of _______________________________.

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Secretary