. • . 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 the form annexed as Exhibit "A" hereto, which has also been approved by the Board of Diretarns.of FTC.and its stile shareholder (the 44erger Agreement"); , . WHEREAS, in connection with' the Merger and puisttant. to . the provisions of the Merger Agreement, Epstein is to surrender for cancellation ten Mousand: (10,000) shares of the Common Stock of FTC, teptesenting all of the issued and outstanding shares of FTC's COM11104 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 Corp0ration, and the =mkt of all of at's assets to SE-by operation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best interests of the Corporation and of Epstein, as the sole shareholder of die 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 Corporationissue the Additional Shares to Epstein; NOW THEREFORE BE IT: RESOLVED, that, after consummation by FTC of its issuance to Epstein Oldie Japers: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-freereotginixithenimder section 36fi(a)(1)(4) of the Internal Revenue Code; RESOLVED, that the form and provisions of the:bfergef Agreement; be and they hereby are • adopted and approved; - . . RESOLVED, in connectionith the Mergei'and pu