WHEREAS, it is untended tbatd a Merger be e ffectuaterfupon,. in acCotdance with; and subject to; • • theiptos;hkons of an Agreement and Plan; of Merger in the form annexed "A"' hereto, which has also beer approved by the Board i3ebirettorrof FTC and its sole.siiirelitildel:Olie'luirger Agreement"; • • . • • . . • • • WHEREAS, connection , with the Merges .andipurstiant .' ta 5 the Of the Metget Agreemaat, Epstein is to surrender for cancellation ten thiinsand: (10,0* shares of the Common Stock of FTC, representing all of the laved and outstindng.sharet-OfFTC's Coitimon:Stricit and all of such ishied and outstanding. Shares held by Epstein,. and in consideration of FTC's ritergawidvind into SP,: the wholly owned sulas-Ldiary of the Corporation; and the tianiftt of all of ncs attack/Why °Petition of lee/ as a' • result of such Merger; the Corporation is, to issue an additional ten thousand 00;090? than; of its Common &Oa, $.0.1paethie (thetanison Stock') to Epstein (t*.Sili,itiOnFi Slianiej; • • • • • •. • ••••• • • • WHEREAS, the BOathof Directoriltof the corp.:nation :haat der:eiaiiiited drat ifrls.-both .athiStble and in the bestinterests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated upon, accordance withi•tnd . subject. to the peovishans of the Merger Agreement, and that in connection therewith,' the Corporatiatissue the Additional Shares to Epstein; NOW THEREFORE BE IT: . , RESOLVED, thai, after consummation by FTC of its issuance:to Epstein of the )eepenititerest,. ••• the Merger, upon, in accordance with, and subject to, the terms anct*ilitioni of the Merger Agreement, be • . and it ilhereby authorized and approve& . . ;.• . • • RESOLVED, that it is intended, that the Merger cialify as a tax-free reorganization underiliaso 36ca)(1)(A) of the Internal Revenue Code; . • • :•• • ag,sor,,y0b; that the forth and provisions of/die:Merger Agteeospdtihe a