*MESAS, it is intended that the Merger. be efferthated.npixt; in aceordance with, and subject to, the 'provisions' of an Agteeinent and Plan of Merger in the forth annexed as Exhibit "A" hereto, which has also been approved. y 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 cancellatioirteis thousand (10,000)' shares of the' onsmon Stock' f FTC, representing all of the issued and maths':ling shams 'of FTC's Cotismon Stock and all of such issued and. outstanding shelet held by.Epsteliiarin in consideration: of FTC's merger with' nd into SF; the Wholly owned *sir:RUTof the Corporation,,' the trensfei df 41of FTC's assets to SP by opetation of law as e result di' the'Corp0ranito is to-issue s additional ten thouSand• (0;0* shares of its Common Stock, $.01 pat value (thc"Compicin 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 .upon, in accordance with, and subject to the provisions of the Mina 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 Epstein of the Jeepeis Inters:St the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be and it is heteby authorized and•approved, • . • • • • " . ••• RESOLVED, that it 1:11liaaltiad that [ha itittg4i qualify 04 tax-freetentZatheation Mader scents 368(s)(t)(A) of the Internal Revenue Code; RESOLVED, that the.form anclprovisions of :the Merget Agtottnent, be and they hereby are adopted and approved; ' • . ' . RESOLVED, in ConnectionW