DIRECTOR CONFLICT OF INTEREST RESOLUTIONS

**************************************** Form: CH13_01 **************************************** BOARD APPROVAL OF TRANSACTION BENEFITING A DIRECTOR The next item of business considered by the board was: It was understood that the following directors have a material financial interest in this business as follows: After discussion, it was agreed that the approval of this business was fair to the corporation. Therefore, it was approved by the votes of the directors present at the meeting as follows: Names of Directors Vote ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ **************************************** Form: CH13_02 **************************************** DIRECTORS' WRITTEN CONSENT TO TRANSACTION BENEFITING A DIRECTOR The undersigned approve the following item of business: Prior to signing this form, the undersigned understood that the following director(s) had a material financial interest in this business as follows: It was agreed that the approval of this business was fair to the corporation. Date: _____________________ Signature: ____________________ Name: _______________________, Director Date: _____________________ Signature: ____________________ Name: _______________________,Director Date: _____________________ Signature: ____________________ Name: _______________________,Director Date: _____________________ Signature: ____________________ Name: _______________________,Director **************************************** Form: CH13_03 **************************************** SHAREHOLDER APPROVAL OF TRANSACTION BENEFITING A DIRECTOR The next item of business considered by the shareholders was: It was understood that the following person(s) has/have a material financial interest in this business as follows: After discussion, it was agreed that the approval of this business was fair to the corporation Therefore, it was approved by the votes of the shareholders present at the meeting as follows: Names of Shareholder Votes _______________________ ____________________ _______________________ ____________________ _______________________ ____________________ _______________________ ____________________ _______________________ ____________________ **************************************** Form: CH13_04 **************************************** SHAREHOLDER WRITTEN CONSENT TO TRANSACTION INVOLVING A DIRECTOR The undersigned approve the following item of business: Prior to signing this form, each of the undersigned understood that the following person(s) has/had a material financial interest in this business as follows: It was agreed that the approval of this business was fair to the corporation. Date: _____________________ Signature: ____________________ Name: _______________________,Shareholder Date: _____________________ Signature: ____________________ Name: _______________________,Shareholder Date: _____________________ Signature: ____________________ Name: _______________________,Shareholder Date: _____________________ Signature: ____________________ Name: _______________________,Shareholder