Demand Promissory Note Board Approval

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
[Company Name]

[Date]

The undersigned, constituting all of the members of the Board of Directors (the “Board”) of [Company Name] (the “Company”), hereby takes the following action by unanimous written consent.

Approval Of Demand Promissory Note

WHEREAS:  The Board believes it is in the best interests of the Company to enter into a demand promissory note (the “Note”) with [Lender Name] (the “Lender”) substantially in the form attached hereto as Exhibit A.

WHEREAS: The Lender will serve as agent to the Note and will make appropriate notations on the Loan and Repayment Schedule, attached as Exhibit A to the Note, (or on a continuation of such schedules) evidencing the date and the amount of each loan, the date and amount of accrued interest added to the outstanding principal balance hereof, the date and amount of any principal repayment.

WHEREAS:  The total principal of the Note shall not exceed [Maximum Principal Value] unless otherwise amended by the Board and the shareholders of the Company (the “Stockholders”).

WHEREAS:  The Board has determined that the terms and conditions of the Note are fair, just and reasonable as to the Company and that it is in the best interests of the Company and the Stockholders to enter into the Note subject to the terms and conditions agreed upon by the Board.

NOW, THEREFORE, BE IT RESOLVED:  That the Note shall be consummated and the officers of the Company are authorized and directed to execute and deliver the Notes, including all of the exhibits and schedules thereto, by and on behalf of the Company, with such modifications and amendments as such officers may, in their discretion, deem to be necessary or desirable.

This Unanimous Written Consent may be executed in counterparts, either via written signature hereto or consent via electronic mail, and signature pages hereto may be delivered by facsimile, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.