CORPORATE RESOLUTION TO SELL

The undersigned, being the secretary of _____________________ , a New York corporation, does hereby certify that at a meeting of the Board of Directors of said corporation duly called held on _____________ at which a quorum was present, the Board of Directors adopted the following resolution, which has not been modified or rescinded:

RESOLVED, that the corporation sell to _____________________ the real property of the corporation located at ________________ in accordance with the terms of the Contract of Sale dated ___________ , and that the closing documents in connection therewith be in such form as _________ ___________ , President of the corporation may deem advisable; and that the President of the corporation be authorized to execute and deliver such documents.

The certificate of incorporation of the corporation does not require any vote or consent of shareholders to authorize the sale of the property.

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(Name) Secretary