certify:  that I am an officer, namely ____________________________

of _____________________________, a corporation duly organized and

existing under the laws of ______________________; that at a meeting

of the __________________________ of this corporation, duly and

regularly convened and held on the _______ day of _______________,

______, (year) at which a quorum for the transaction of business

was present and acting, the following resolution was duly and regularly

adopted, and is still in full force and effect, and appears as follows

in the minutes of the meeting:

RESOLVED: that _____________________, who is the

______________________ of this corporation is hereby authorized to sell,

assign and transfer the following:

___________________________________________________________

And to execute any and all instruments necessary, proper or desirable

for the purpose; further, that any past action in accordance herewith is

hereby ratified and confirmed; and further, that any officer of this

corporation is hereby authorized to certify this resolution to whom it

may concern. I further certify that the foregoing resolution is not contrary

to any provision in the charter or bylaws of this corporation, that

_______________________ now is __________________, and

_______________________ now is ____________________, of this

corporation, and that I have been duly authorized to make this certificate

of behalf of this corporation.

In witness whereof, I hereunto set my hand and affix the seal of this

corporation on this __________ day of _________________, _______.

_________________________________________
(Signature and Title of Certifying Officer)

(Corporate Seal)

RESOLUTION
(ASSOCIATION OR OTHER NON-CORPORATE ORGANIZATION)

BE IT RESOLVED THAT

____________________________________________________________
(Name and Title of Officer)

is hereby authorized to sell, assign and endorse for transfer,

certificates representing stocks, bonds, or other securities now

registered or hereafter registered in the name of this

__________________________________________________________
(Type of Organization)

I,___________________________________________________________
                                    (Name and Title of Officer)

of __________________________________________________________
                                       (Name of Organization)

hereby certify that the foregoing is a true copy of a resolution duly

adopted by the _______________________________________________
                                 (Name of Governing Body of Organization)

of said ______________________________________ at a meeting duly

held the ___________ day of _____________________, _______, at

which a quorum was present and voting and that the same has not been

repealed or amended and remains in full force and effect and does not

conflict with the ____________________________________________
                 (Name of Document under which Organizations of Operating)

of said _______________________________________________________.
                                        (Name of Organization)

(SEAL)

Date __________________________

______________________________________
(If no seal, certify that there is no seal)

________________________________________________
Secretary (Must not be signed by Officer authorized to act)

Subscribed and Sworn To Before Me

This _______ day of ___________, _______

____________________________________
Notary Public
(Affix Seal)