*MESAS, it is intended that the hterger. boeffeotitated.upon, in accordance with, and subject to, the 'provisions' of an Agteeinent and Plan of Merger in t the font annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole shareholder (the (Merger .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agreement, Epstein is to surrender for cancellatioir ten thousand (10,000)' shares of the' ommon Stock' f FTC, representing all of the issued and omatanding shams 'of FTC's Consmon Stock and all of such issued and. outstanding shalei held by.Epsteliiarin in consideration of FTC's merger with' nd into SF; the Wholly owned subsidiary of the Corporation,,' the nensfei tJf 41of FTC's aisets to0' by opetation of law as e result di' siieliMerger, the'CorpOratthe is to-issue s additional ten thouSand. (16,0* shams of its Common Stock, 8.01 pat value (theCompicin Stock") to Epitein (theAdditional Shares';. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conatunmated .upou, in accordance with, and subject to the provisions of the Mar Agreement, end that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BE lit RESOLVED, that, after consummation by Fit of us issuance to Epitein of the Jeepeis Inters:at, the Merger, upon, in accordance with, and subject to, the tens and conditions of the Merger Agreement, be .. and it is hereby authorized and approved. • . . • • • • " . ••• RESOLVED, that it 1:111Mnitied that the.Metgei qualify 0,5 titx-freerebrganitation Maier scents 3613(a)(I)(A) of the Internal Revenue Code; •RESOLVED, that die.form anclprovisions of the Merget Agtennent, be and they hereby are adopted and approved; . • . ' . RESOLVED,