WHEREAS, it is intended that the Merger be effectuated upon, in accordance with, and subject to, the provisions of an Agreement and Plan of Merger, in die foon annexectiaFthibit "A" herettc which' has also been approved by the Board of DireCtors of FTC and its sole shareholder (the "Merger Agreement"); WHEREAS, in connection with the Merger /and pursuant to the provisions of the Merger Agreement, Epstein is to Surrender for cancellation ten thousand (19,000) shares of the Common Stock of FTC, representing all of the issued and outstanding shares of FTC's Common Stock and all of such issued, and outstanding shares held by Epstein, and in consideration of FTC's merger with and into SF, the wholly owned subsidiary of the Corporation, and the transfer of ail of FTC's assets to SF by operation oflaw as a result of such Merger,rne Corporation is to issue an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the best interests of the Corporation'and of Epswin,•as the sole shareholder of the Corporation, that the Merger be consummated upon, in accordance with, and subject to the provisions of the Merger Agreement, and that in connection therewith, the Corporation issue the Additional Shares .to Epstein; • • • . . . NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of"its issuance to Epstein of the Jeepers Interest; the Merger, upon, in accordance with,/and subject to, the terms and conditions of the Merger Agreement, be and it is hereby authorized and approved. . • , RESOLVED, that it is intended that the Merger qualify as a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code; RESOLVED, that the form and, provisions of the Merger Agreement, be and they hereby are adopted and approved; • RESOLVED, in connection with the Merger