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Media Producer*

BUSINESS PLAN

DYNAMIC VIDEO

3470 University Blvd., Ste. 117
Bridgeport, MN 27810

*Revised June 1995

This revised business plan reflects adjustments in the strategy that Dynamic Video employs due to several major changes in the business. Look for sections detailing changes in perspective and personnel and the impact these had on projects underway. The original plan appears previous to this one.

Dynamic Video: The changes we have gone through since our first Business Plan.

A GREAT ATMOSPHERE HELPS MAKE IT EASY

We have discovered the enjoyment of working in the Incubation Center on the UMS Campus. It's a pleasure to come to work thanks to a very supportive atmosphere. Another positive feature is that Andrea and Kevin no longer work out of separate offices—ideas are shared and business is conducted together under one roof!

WE'VE HAD SOME SUCCESS

We've covered the cost of operations, through sales, in 1994. Important alliances were created with others in education, in business and in the video industry. These assets add promise for a profitable and rewarding 1995.

WE'RE INCORPORATED

Effective January 1, 1995, we are incorporated in the State of Minnesota. Andrea Sheldon has been elected President of the company, and Kevin Hill is Secretary/Treasurer. Andrea has also been elected Chair of the Board of Directors. Kevin Hill is another Board member. Copies of the filed Articles of Incorporation and the Bylaws of the Corporation are attached. All appropriate Federal and State tax identification numbers have been applied for.

WE FOUND NEW TALENT

At a time when we needed a writer, we contracted with Dean Carter to finish writing one of our elementary scripts. We are very fortunate to have him work with us. Dean is a videographer, and he is also able to write specifically for video projects. He has good crossover abilities between writing for paper and writing for video. Knowledge and acceptance of this difference is important to our business.

Dean completed our script in a short time, and it is ready to be broken down into a shooting script for video production. Dean has agreed to work with us as an independent contractor on current and future projects. We do not expect him to become involved in the ownership of the company.

JOB DESCRIPTIONS MATTER

Andrea and Kevin learned the importance of job descriptions. Much of what the partners did for the partnership loosely followed our written format. Vague assumptions and confusion arose from the lack of adherence to the written standards. We are currently defining our roles in the corporation, and putting those ideas into a set of useable job descriptions.

HOCUS POCUS, WE GOT NEW FOCUS

A most important change comes in the form of a revised Mission Statement: "Our mission is to produce and sell informational and educational videotapes for schools and businesses in the United States and abroad."

We found that we were on the right track. We discovered that our work with the schools held important financial value for us, as well as social benefits for us and others. However, we also noted that our company needed sound financial footing that could only be achieved through work with educational and business sources. In this early stage of our growth, the schools alone could not support our fiscal needs. Some partners perceived the complete reliance on the education field as being too limiting and a potential hazard for our company.

As a corporation, we recognize the need to work with business and industry as well as with the educational groups and will continue to do so.

A CHANGE IN PERSONNEL

We do not include Dedria Johnson in this updated Business Plan. She announced her intention to leave the partnership Dynamic Video on December 13, 1994. Dedria is not involved in any way in the ownership or operation of Dynamic Video.

The partnership is to be dissolved effective December 31, 1994. Lewis Peterson, of the law firm MacGregor, Campbell, and Watson, has worked with Andrea and Kevin to prepare the partnership dissolution agreement. A draft of this agreement is currently being negotiated with Dedria.

In step with this change, Andrea and Kevin prepared for the Incubation Center a letter of intent to continue in business.

This Business Plan reflects the several assumptions by the management of Dynamic Video. We believe the corporation will end up with full ownership of current video projects, and Dedria will accept royalty payments on certain projects she worked on for the partnership.

In the event Dedria does not relinquish her share of control of these assets, Dynamic Video is prepared to move forward with alternative plans.

THE LEAVING PARTNER

Dedria produced monthly newsletters for various school districts, which severely limited the amount of time she had available to write the script for our important elementary videotape. Production of the script fell behind schedule, as did work on the Metro Area Community Center (MACC) tape. While video work progressed in jumps and starts, conflicts arose as to how other partnership decisions should be made. Despite a lack of business skills and video production background, Dedria insisted she be considered the final voice in partnership decisions. This unacceptable ultimatum led to the dissolution process.

During this period, the three partners met as a group many times to address this lack of consensus. Our contacts at the Business Incubator were consulted by the group in efforts to clear up this matter. As noted above, the results of these efforts would lead to dissolution.

OUR CURRENT PROJECTS

JACC

We are in the final stages of the JACC tape. Andrea estimates it will take about a week's editing to finish. We intend to deliver the tape before the end of January 1995, and be paid the $1500 balance by February 17. The partnership dissolution will not affect this outcome. Andrea and Kevin want to continue to be in good standing with the education community, and Dedria feels compelled to complete this job as she works with JACC personnel on a regular basis.

"A Matter of Respect" (Minnesota)

This is the tape that started the whole thing rolling. In 1993, eleven tapes were sold. In the calendar year ended December 31, 1994, ninety tapes were sold. Fifty-three tapes are currently being previewed by school districts in Minnesota. The disposition of these tapes will become known in January and February 1995. Each school district varies as to how quickly it views a tape, and subsequently sends payment (or returns the tape.)

During the year Andrea and Kevin marketed the tape via telephone contact with Human Resource Officers in Minnesota school districts. Office telephone logs indicate approximately forty yet to be contacted. As demand for this tape in Minnesota high schools winds down, several issues become apparent:

There is obviously a need for this type of product in schools; thus, we have plans to develop a tape for nationwide coverage

Many of the sexual harassment officers we contacted requested quick delivery of elementary-age versions of the tape

Some college contacts have indicated interest in this tape for women's issues curriculum. We have yet to try this idea.

A sale to the Local Area Juvenile Center perhaps could lead to additional juvenile center sales.

English as a Second Language Videotapes

Dynamic Video has entered into an agreement with Alyshia Cavanaugh of Forward Inc. as equal partners to produce a series of videotapes and written curriculum to teach English as spoken in the United States. Demand is high for tapes that do not involve British English. The initial market areas for these tapes are the southern U.S. and Argentina.

These tapes will feature how holidays such as Christmas and the Fourth of July are celebrated in the U.S. The first of these tapes, based on an American Christmas, is currently being scripted by Alyshia and her staff, and DV has shot most of the scenes needed. Our target completion date is June 1995. We are in the process of researching distribution companies for those products.

Gambling Videotape

Wisconsin Council on compulsive Gambling, Inc., in Duluth has recently contacted us about producing a videotape for their use in Minnesota schools. We will be meeting with this group at the end of January to discuss their needs.

Highway Safety Videotapes

Andrea was contacted by Benny Jansen of the Institute of Driver Behavior to help market a videotape curriculum to truck driving schools and over-the-road freight lines. Benny has many years experience as a truck driver and as a truck safety expert. He is frequently called as an expert witness in suits involving truck and traffic accidents. He invented a method of teaching safe driving habits to stressed drivers.

Benny has produced a series of sixteen high quality videotapes and accompanying written tests which Dynamic Video has begun selling nationwide. Four tapes are directed at experienced truck drivers, as a refresher. The topics are presented in an interesting and memorable format.

A set of twelve tapes are geared for inexperienced drivers. The topics range from proper backing techniques to safeguarding the right side of your rig in traffic.

Andrea and Kevin contact safety directors at trucking companies listed in the AT&T 800 directory. The set of four "experience tapes" and test materials are sent out for a preview. DV boxes and ships tapes and tracks them via a computer program. Any subsequent follow up calls are made by DV.

The sale price of the tapes is $50.00 each. If the trucking company purchases the tapes, DV receives a 40 percent commission. Benny provides the ready-to-mail videotape sets and the written materials. DV pays for the shipping and invoicing costs.

Elementary School Sexual Harassment Videotape

This two-tape set will be marketed nationwide in elementary schools. This tape has the potential to produce a large amount of revenue, as school demand is high and there are few elementary sexual harassment tapes available. The tapes are intended for student audiences which range from kindergarten through sixth grade. For this reason, the first tape in the set covers K through 2, the second tape 3 through 6. One of the scripts has been completed by Dean Carter and is ready to take into the field to shoot. The other script is not finished.

In the event that the two-tape elementary scripts become a point of contention in the partnership dissolution, D V will continue with production of an elementary tape with a new script. Dean has known about the concept of the elementary tape from its earliest stages, and he is prepared to write a script for an elementary sexual harassment tape that would not be a duplicate of the first two-tape set mentioned above. Using Dean's new script, we believe that our spring completion date for the tape would still be feasible.

National Sexual Harassment Videotape

Very little of the original "A Matter of Respect" can be used in the creation of a tape with national sales potential. Again, Dean Carter has expressed interest in creating a script for this topic. DV has not set a schedule for this tape.

RESOURCES OLD AND NEW

We continue to rely on the Incubator staff for help in the myriad workings of our company. They are invaluable.

Recently, Andrea and Kevin took time out to introduce themselves to a representative at National Bank. We discussed our incorporation and the zero-interest loan that is available to us. It is likely that we will access that financial tool to upgrade DV's video camera equipment.

Along with the valuable contacts we've made through the Incubator Center, we've kept ties with previous business associates. From this pool of professionals, we have access to a tremendous support network.

EXPLANATIONS OF REVENUE AND EXPENSE ESTIMATES FOR 1995

Please refer to the following Projected Cash Flow Budget, Projected Income Statement and Projected Balance Sheet for 1995.

"A Matter of Respect" Videotape

We currently have 53 tapes out on preview and approximately 40 districts yet to contact. We estimate 40 of the outstanding 93 will become revenue in the first quarter of 1995. Based on past experience, we believe that revenue will be received at the rate of approximately 13 tapes per month for the first quarter of 1995.

Sales for May through December represent occasional school interest in this tape. Potential sales to juvenile centers in Minnesota and to women's issues curriculums in colleges are not included in these projects.

Trucking and Highway Safety Videotape

The January revenue entry of $480 represents the cash received on three sales of the "4 experienced driver tapes," and an additional sale to one of those companies that ordered the set of "12 training tapes for inexperienced drivers." These tapes were sent out for preview during November and December 1994. The February entry of $1600 indicates receipts for twenty sets of tapes previewed in December and January. During January, we will send out 80 sets of previews to truck companies. We estimate that a minimum of twenty companies will purchase the tapes in February. We currently have no data on the preview-to-sales ratio.

During January and February we intend to find the preview-to-sales ratio that will result in the sales of fifteen "experienced" tape sets per week. This will not include sales of the 12 "inexperienced" tapes. Sales at this level will require a great deal of telephone activity and likely will entail the addition of a person familiar with this type of marketing. The inventory, storage, shipment and tracking details for this project are in place.

The largest expense in this project involves the cost of shipping these tapes by UPS. Other expenses include an hourly worker (with taxes) and marketing costs for materials such as tape and boxes. Use of 800 numbers to access customers will keep telephone costs at a minimum. No other methods will be used to market these products.

The Elementary School Sexual Harassment Videotape (National K-6)

This tape is scheduled for production during the first quarter of 1995 and will sell for $75 each. Initially, brochures mailed in March will create interest, and we conservatively estimate sales at ten tapes per month in May and June. Sales for the last quarter are estimated at 20 units per month. We believe these revenue estimates are low.

Initially, we may do our own marketing of this tape in Minnesota and Wisconsin, using the many contacts made through "A Matter of Respect." Summer and early fall are typically difficult times to reach our school prospects. During this period, we will contact distribution companies which have the ability to market this tape nationally. The expenses Writing-Carter, Production Costs K-6, and Marketing pertain to this vide.

In the event Dedria receives the rights to this project, we will have Dean create a new script and we will produce our version of this tape. Our income and expense estimates would not change appreciably.

The English as a Second Language Videotape

Our responsibility in this venture is to produce the scenes called for in Forward* s curriculum. Our exposure is limited to $500 against high potential gains. We estimate sales at $500 per month.

The National 7-12 Videotape

We have begun research in an effort to group the 50 states according to enforcement of harassment laws in schools. For example, Minnesota and California would be together at one end of the spectrum, and Mississippi and Alabama would be at the other. Our videotape script would be generic to a point, with a section tailored to suit a group of states. There would be 4 or 5 of these special sections available to tag onto the main part of the tape. Revenue is estimated at $75 per tape and sales of 20 per month. Production costs would be $3000.

Other Notes

Payments made to Dedria Johnson are estimated at $1380 for the year; we do not know how the partnership dissolution will finally turn out.

We likely will access the no-interest loan and purchase $5000 in video production equipment.

PROJECTED CASH FLOW BUDGET FOR DYNAMIC VIDEO 1995

Media Producer*: Dynamic Video

4 4 5 4 4 5 4 4 5 4 4 5
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1995 1996 1997
Cash Balance Beginning 2500 1168 1199 4152 2317 502 3207 4742 6627 11132 15867 20764 2500 27401 34305
Revenue—Matter of Respect 1308 1308 1308 100 100 100 100 100 100 100 100 100 4824
Revenue—Truck tapes 480 1600 6000 4800 4800 6000 4800 4800 6000 4800 4800 6000 54880 57600 57600
Revenue—JACC 1500 1500 0 0
Revenue—ESL 500 500 500 500 500 2500 6000 6000
Revenue—National K-6 750 750 300 150 150 1500 1500 1500 6600 18000 18000
Revenue—National 7-12 1500 1500 1500 1500 6000 18000 18000
Total Cash Available 4288 5576 8507 9052 7967 7352 8407 10292 14877 19532 24267 30364 78804 127001 133905
Less Disbursements:
Officers Salaries 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 54000 54000
Employee wages 0 0 0 300 300 300 300 300 300 300 300 300 2700 3600 3600
Health Insurance 0 0 0 300 300 300 300 300 300 300 300 300 2700 3600 3600
Payroll taxes @ 10% 150 150 150 180 180 180 180 180 180 180 180 180 2070 5760 5760
Computer payments 162 162 162 162 162 162 162 162 162 162 0 0 1620 0 0
Telephone expense 150 145 150 150 150 150 150 150 150 150 150 150 1795 1800 1800
Office rent 203 203 203 203 203 203 203 203 203 203 203 203 2436 2436 2436
Office expense 25 50 50 50 50 50 50 50 50 50 50 50 575 600 600
Travel & Entertainment 0 0 0 50 50 50 50 50 50 5050 50 450 600 600
Loan pmt vid eq 150 150 150 150 150 150 150 150 150 150 1500 3500 0
Video equip rental 50 50 50 50 50 50 50 50 50 50 50 50 600 600 600
Loan pay 0 0 0 780 0 0 0 0 0 0 0 780 0 0
Writing—Carter 200 300 0 0 0 0 0 0 0 0 0 0 500 2400 2400

Media Producer*: Dynamic Video

4 4 5 4 4 5 4 4 5 4 4 5
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 995 1996 1997
UPS-truck tapes 680 800 400 320 320 400 320 320 400 320 320 400 000 7200 7200
Attorney fees 0 100 100 100 0 0 0 0 0 0 0 0 300 1200 1200
Production costs 7-12 0 0 0 0 0 0 0 0 0 0 0 0 0 3000 0
Production costs K-6 0 150 300 1500 3500 150 0 0 0 0 0 0 600 0 0
Marketing-trucks 0 167 500 100 100 100 100 100 100 100 100 100 567 1200 1200
Marketing National K-6 0 0 0 200 200 150 150 150 150 150 150 150 450 1200 1200
Dedria Johnson payments 0 600 390 390 0 0 0 0 0 0 0 0 380 0 0
Additional tape 0 0 250 250 250 250 0 0 0 0 0 0 000 0 0
Total Disbursements 3120 4377 4355 6735 7465 4145 3665 3665 3745 3665 3503 3583 023 92696 86196
Cash Surplus (DEF) 1168 1199 4152 2317 502 3207 4742 6627 11132 15867 20764 26781 781 34305 47709
Bank Loan Required
Cash Balance Ending 1168 1199 4152 2317 502 3207 4742 6627 11132 15867 20764 26781 781 34305 47709

PROJECTED INCOME STATEMENT FOR DYNAMIC VIDEO 1995

Media Producer*: Dynamic Video

4 4 5 4 4 5 4 4 5 4 4 5
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1995 1996 1997
Revenue
Revenue—Matter of Respect 1308 1308 1308 100 100 100 100 100 100 100 100 100 4824 0 0
Revenue—Truck tapes 480 1600 6000 4800 4800 6000 4800 4800 6000 4800 4800 6000 54880 57600 57600
Revenue—JACC 1500 1500 0 0
Revenue—ESL 500 500 500 500 500 2500 6000 6000
Revenue—National K-6 750 750 300 150 150 1500 1500 1500 6600 18000 18000
Revenue—National 7-12 1500 1500 1500 1500 6000 18000 18000
Total Revenue 1788 4408 7308 4900 5650 6850 5200 5550 8250 8400 8400 9600 76304 99600 99600
Less Expenses
Officers Salaries 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 54000 54000
Employee wages 0 0 0 300 300 300 300 300 300 300 300 300 2700 3600 3600
Health Insurance 0 0 0 300 300 300 300 300 300 300 300 300 2700 3600 3600
Payroll taxes @ 10% 150 150 150 180 180 180 180 180 180 180 180 180 2070 5760 5760
Telephone expense 150 145 150 150 150 150 150 150 150 150 150 150 1795 1800 1800
Office rent 203 203 203 203 203 203 203 203 203 203 203 203 2436 3600 3600
Office supplies 25 50 50 50 50 50 50 50 50 50 50 50 575 600 600
Travel & Entertainment 0 0 0 50 50 50 50 50 50 50 50 50 450 600 600
Video equipment rental 50 50 50 50 50 50 50 50 50 50 50 50 600 600 600
Interest expense 0 0 20 0 0 0 0 0 0 0 0 0 20 100 100
Writing-Carter 200 300 0 0 0 0 0 0 0 0 0 0 500 2400 2400

Media Producer*: Dynamic Video

4 4 5 4 4 5 4 4 5 4 4 5
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1995 1996 1997
UPS-truck tapes 680 800 400 320 320 400 320 320 400 320 320 400 5000 7200 7200
Attorney fees 0 100 100 100 0 0 0 0 0 0 0 0 300 1000 1000
Production costs K-6 0 150 300 1500 3500 150 0 0 0 0 0 0 5600 0 0
Production costs 7-12 0 0 0 0 0 0 0 0 0 0 0 0 0 3000 0
Marketing-trucks 0 167 500 100 100 100 100 100 100 100 100 100 1567 1200 1200
Marketing-National K-6 0 0 0 200 200 150 150 150 150 150 150 150 1450 1200 1200
Dedria Johnson payments 0 600 390 390 0 0 0 0 0 0 0 0 1380 0 0
Insurance-Office 25 25 25 25 25 25 25 25 25 25 25 25 300 500 500
Total Expenses 2983 4240 3838 5418 6928 3608 3378 3458 3378 3458 47443 90760 88760
Net Income (Loss) −1195 168 3470 −518 −1278 3242 1822 2172 4792 5022 5022 6142 28861 8840 11840

Projected Balance Sheet for Dynamic Video January 1, 1995 and December 31, 1995

Media Producer*: Dynamic Video

1/1/95 12/31/95
Assets
Cash 2500 28901
Equipment 2249 7249
Other assets 317 500
Total 5066 36650
Liabilities
Payables 2185 4283
Computer 1615 0
Video Camera 3500
Total Liabilities 3800 7783
Stockholders' Equity 1266 28867
Total Liabilities and Stockholders Equity 5066 36650

Balance Sheet As of 12/31/94

Media Producer*: Dynamic Video

Account Account Name Detail Acct
11011 Petty Cash 15.00
11012 Training Account 30.00
11021 Checking Account 2582.50
11051 Accounts Receive. Module 5125.50
11052 Allow. For Doubtful Acct. −5326.50
11061 Dedria's Newsletter Exp. 0.00
12021 Office Eq-Original Value 311.00
12041 Computer-Original Value 1938.00
13011 Leasehold Improvement 30.00
13021 Original Value Inc Fee 0.00
13031 Insurance 175.00
14012 Lease Deposit 185.58
Total Assets 5066.08

Balance Sheet II As of 12/31/94

Media Producer*: Dynamic Video

Account Account Name Detail Acct
2101 Accounts Payable Module 1447.10
2102 Notes Payable 737.48
21031 Note Pay able—Computer 1615.00
Total Liabilities 3799.58
31011 D. Johnson-Investment −675.46
31012 D. Johnson-Withdrawals −650.62
31021 A. Sheldon-Investment −675.47
31022 A. Sheldon-Withdrawal −765.66
31031 K. Hill-Investment 575.00
31033 K. Hill-Withdrawal −465.67
Current Year Earnings 3924.38
Total Equity 1266.50
Total Liabilities plus Equity 5066.08

Income Statement From 1/1/94 to 12/31/94

Media Producer*: Dynamic Video

Account Account Name This Period
General Acct
Detail Acct 		Year to Date
General Acct
Detail Acct
4101 Sales Matt. Resp 2376.00 21505.70
41012 Respect Previews Out −402.00 −5326.50
4103 Sales-JACC 0.00 2000.00
4201 Returns Respect −693.00 −7426.50
4301 Shipping Revenue Respect 25.50 142.50
4403 Dividends 6.13 25.00
4503 Miscellaneous Revenues 0.00 1000.00
Total Revenue 1312.63 11920.20
5101 COGS Matt. Resp 1000.00 2249.36
5102 COGS-Elementary 207.10 693.37
5103 COGS-JACC 235.00 570.00
52024 Equipment Maintenance 0.00 48.00
52053 Office Lease 185.58 628.70
52054 Video Eq. Lease 60.00 160.00
52062 General Business Ins. 50.00 125.00
52072 Transportation 0.00 8.85
52073 Conference-General 0.00 44.22
52091 Sales Tax/Purchases 17.76 17.76
52102 Accountants 368.75 568.75

Media Producer*: Dynamic Video

52103 Legal 240.00 280.00
52111 Office Supplies 56.89 567.05
52112 Telephone & Telegraph 0.00 226.21
52119 Office Equipment 0.00 163.99
5212 Miscellaneous Expenses 59.99 109.99
5302 Interest −104.17 20.49
5303 Bank Charges 0.00 27.00
55011 Conference-Respect 0.00 238.67
55012 Shipping Out-Respect 12.97 409.69
55013 Telephone-Respect 0.00 474.51
55016 Interest Expense-Respect 128.18 128.18
55021 Conference-Elem 200.00 206.49
55024 Supplies-Elem 0.00 29.54
Total Expenses 2718.05 7995.82
Net Income −1405.42 3924.38

ARTICLES OF INCORPORATION

Written Action in Lieu of
Organizational Meeting of the Board of
Directors of Dynamic Video

The undersigned being all of the Directors named in the Articles of Incorporation of Dynamic Video, a Corporation organized under the laws of Minnesota, Chapter 180, hereby adopts and consents to the following resolutions necessary or appropriate to complete the organization of the Corporation.

Resolved, that the Articles of Incorporation as filed with the Secretary of State be and are hereby accepted and approved and that said Articles of Incorporation, together with the original receipt showing payment of the statutory organization taxes and filing fee be placed in the Minute Book of the Corporation.

Resolved, that the Bylaws in the form of Exhibit A attached (not available for publication) hereto are approved and adopted as the Bylaws of the Corporation.

Resolved, that the Board of Directors on behalf of the Corporation hereby ratifies, approves, confirms, and adopts all action taken by the Incorporator prior to the formation of this Corporation. The Corporation shall hereafter be bound by the activities of the Incorporator and shall accept the benefit of all agreements, arrangements, negotiations, and contracts, which have been negotiated on behalf of the Corporation, by the Incorporator.

Resolved, that the following persons are elected to the offices set forth opposite their names to serve until their successors are elected and qualified:

Andrea Sheldon, President
Kevin Hill, Secretary/Treasurer

Resolved, that the Corporation shall not have a corporate seal.

Resolved, that the stock certificate in the form of Exhibit B attached (not available for publication) hereto is approved and adopted as the common stock certificate for the Corporation.

Resolved, that the fiscal year of the Corporation shall be the calendar year.

Resolved, that the Corporation through its President and Secretary is authorized and directed to issue One Hundred (100) shares of common stock of the Corporation (which stock shall be issued as IRC Section 1244 stock) to Andrea Sheldon in consideration of the payment by Andrea Sheldon of Two Hundred Fifty dollars and 00/100 ($250.00).

Resolved, that the Corporation through its President and Secretary is authorized and directed to issue One Hundred (100) shares of common stock of the Corporation (which stock shall be issued as IRC Section 1244 stock) to Kevin Hill in consideration of payment by Kevin Hill of Two Hundred Fifty dollars and 00/100 ($250.00).

Resolved, that the officers of the corporation are authorized and directed to procure all corporation books required necessary in connection with the business of the corporation and are further authorized and directed to pay all fees and expenses incident to and necessary for the organization of the corporation and to reimburse those persons who have advanced said fees and expenses on behalf of the corporation.

Resolved, that the funds of the Corporation be deposited in National Bank.

Resolved, that the officers of the Corporation be authorized and directed to qualify the Corporation as a foreign corporation and in connection therewith to appoint all necessary agents in other states and such other attorneys for service of process and to take all other action which may be deemed necessary or advisable to qualify the Corporation as a foreign corporation.

When signed by the Directors named in the Articles of Incorporation the Resolutions contained in here shall be effective as of the 2nd day of January, 1995.

Andrea Sheldon (Signature)_____

Kevin Hill (Signature)_____

Being all of the Directors named in the Articles of Incorporation

JOB DESCRIPTIONS

Andrea Sheldon

Kevin Hill

Shared Duties

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