Action by Unanimous Written Consent of the Board of Directors - Delaware

ACTION BY UNANIMOUS WRITTEN CONSENT
OF BOARD OF DIRECTORS OF
[________________]

WHEREAS, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the Directors of this corporation pursuant to this Unanimous Written Consent:

NOW, THEREFORE, BE IT RESOLVED that, pursuant to applicable law, the undersigned, being all of the Directors of this corporation, hereby consent to, approve, and adopt the following:

GRANT OF STOCK OPTIONS.

WHEREAS, the Board of Directors of this corporation has determined that it is in this corporation’s best interest to grant incentive stock options and nonqualified stock options to certain key employees, consultants, advisors and directors of this corporation under the corporation’s [name of stock option plan].

RESOLVED, that the Board of Directors hereby determines that the exercise price of this corporation’s Common Stock on the grant dates of each of the options set forth below shall be $_____ per share.