Form 6-2

Unanimous Consent of Directors in Lieu of Annual Meeting of Board of Directors of [name of corporation]

The undersigned, being all of the directors of [name of corporation], a Texas corpora­tion (the “Corporation”), do hereby consent to the waiver of all notices required for an annual meeting of the board of directors and, pursuant to the provisions of section 6.201(b) of the Texas Business Organizations Code, take the following actions and adopt the following reso­lutions in lieu of an annual meeting of the board of directors:

Election of Officers

RESOLVED, that the following persons are elected to the offices set forth beside each person’s name to serve for the ensuing corporate year or until their successors have been duly elected and qualified:

Ratification of Past Acts

RESOLVED, that the acts and transactions that have been validly taken or made by the officers of the Corporation since the date of the last annual meeting of the board of directors, or the consent in lieu of annual meeting, and before the date of this consent, are hereby ratified in all respects.

Further Instructions to Officers

RESOLVED, that the secretary of the Corporation is directed to file this consent in the minute book of the Corporation, and, further, that the officers of the Corporation are hereby authorized and directed to execute and deliver all documents, to waive all conditions, and to do all things necessary or helpful to carry out the purposes of the foregoing resolutions. All acts of the officers of the Corporation that are consistent with the intent of the above resolu­tions are hereby ratified and adopted in all respects as the acts of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this consent of Directors effective as of the ____ day of ______________________________, 20____.

Directors:

   
[Name of director]