RESOLUTION - ACCEPTANCE OF OFFER TO EXCHANGE

REALTY FOR SHARES OF CORPORATION

Whereas, __________(1)____________, the owner of certain real estate situated at __________(2)___________ in the City of ______(3)________, County of ________(4)____________, State of ________(5)___________, has offered to sell to the _____(6)______ Corporation (hereinafter sometimes referred to as the "Corporation"), the real estate, as more particularly described in the offer attached hereto, for the issuance to him of __(7)__ percent of the authorized stock of the Corporation, fully paid and nonassessable; and

Whereas, the previously described real estate is valuable for the use and lawful purpose of the Corporation;

Now, therefore, be it resolved that the board of directors of the Corporation accept the offer and agree, on receipt of the deed transferring the real estate to the Corporation, to issue all authorized stock of the Corporation, fully paid and nonassessable, in full payment thereof.

By the Board of Directors, this resolution is adopted ________(8)______________.

_____________(9)_______________

Chairman, Board of Directors

NOTICE

The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances of many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement. Many times the above format may not be sufficient to constitute a legal set of minutes, and the individual circumstances of each case may affect the validity of it. The foregoing is only an example of something that is needed in some circumstances and of a means of accomplishing it in a few limited circumstances. You must consult a business attorney in order to find out if and when this may apply in any individual circumstance. Further, and perhaps more important, whether or not a given transfer of shares would be advisable from a tax or legal standpoint is not something to be guessed at, rather, you must consult and attorney to discuss and understand the pros and cons or to handle the actual transfer.