(Directors Certificate)

DIRECTOR'S CERTIFICATE
We, the undersigned majority members of the Board of Directors and the
Secretary, do hereby certify that theArticles of Incorporation and By-
Laws of __Name of Corporation__, INC. was amended by an affirmative
vote of the stockholders owning or representing at least two-thirds
(2/3) of the outstanding capital stock at a meeting held for that purpose at
the principal office of the corporation on _____________.
The amendments to the Articles of Incorporation and By-Laws was likewise
approved by majority of the directors at a meeting held at the
principal office of the corporation on _____________.
(SIGNATURES OF DIRECTORS)
COUNTERSIGNED:

Corporate Secretary

(JURAT)