WHEREAS, it is intended that the hterger. effeetinted.upixt; in accordance with, and subject to, the 'provisions' of an Agreeinent and Plan of Merger in 'the forin annexed as Exhibit "A" hereto, which has also been approved lay the Board of Directors of FTC and its sole shareholder (the Naga .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agmement, Epstein is to surrender for cancellatioirteit thousand (10,000)' shares of the' ommon Stock' f FTC, representing all of the issued and ontatanding shuts 'of FTC's Cotismon Stock and all of such issued and. outstanding shala held by.F.psteliiarin in (tone:la-Aliaof FTC's merger with' nd into SF; the Wholly owned subsitharyof the Corporation,,' the nansfei df 4.of FTC's assets to0' by operation of law as a result di' nielabierger, theCorp0ratteits is to-issue s additional ten thouSand (16,0* shams of iu Common Stock, $.01 pat value (the."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 Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conaturimated .upon, in accordance with, and subject to the provisions of the Mina Agreement, and that in connection therewith, the Corp0nition issue the Additional Shares to Epstein; NOW THEREFORE BRITT RESOLVED, that, after consummation by Fit of its issuance to Epstein of the Jeepas Inters:at, the Merger, upon, in accordance with, and subject to, the terms and conditions of the Mager Agreement, be and it is hereby authorized andapproved. • . • • • • " . ••• RESOthip; that it 1:11liaaltiad that [ha itittg4i qualify 04 rart-Renter rganination;Icier seinen 3613(s)(0(A) of the Internal Revenue Code; •RESOLVED, that the.fonn andprovisions of the Maget Agtottnerit, be and they hereby are adopted and approved; ' • . ' . RESOLI.RIN in Conn