We, the undersigned, a majority of the Board of Directors and the Secretary of the (Name of corporation), hereby certify:

      1. That at a special meeting of the Board of Directors held at ____ on _____, a resolution was adopted for the dissolution of this corporation. A copy of this resolution is hereto attached as part of this certificate and marked as Annex "A".

      2. That written notice of the proposed dissolution was published in the (name of newspaper), a daily newspaper of general circulation, for three (3) consecutive weeks, and a copy of said notice was addressed to each stockholder by registered mail, at least thirty days prior to the meeting referred to in the next succeeding paragraph.

      3. That at the meeting of the stockholders held at ______ on ______, pursuant to the notice referred to in the next preceding paragraph, there appeared stockholders representing ____ shares out of a total of _____ shares of the capital stock of the corporation, being more than two-thirds (2/3) of said capital stock.

      4. That at said meeting, upon motion duly seconded, a resolution was duly adopted for the dissolution of this corporation. A copy of said resolution is hereto attached as part of this certificate and marked as Annex "B".

      5. That all the requirements of Section 118 of the Corporation Law have been duly complied with.

      IN WITNESS WHEREOF ----