WHEREAS, it is untended tbatd a Merger be e ffectuaterfupon,. in acCotdance with; and subject to; • • theiptos;hkons of an Agreement and Plan; of Merger in the form annexed "A"' hereto, which has also beer approved by the Board i3ebirettorrof FTC and its sole.siiirelitildel:Olie'luirger Agreement"; • • . • • . . • • • WHEREAS, connection , with the Merges .andipurstiant .' ta 5 the Of the Metget Agreemaat, Epstein is to surrender for cancellation ten thiinsand: (10,0* shares of the Common Stock of FTC, representing all of the laved and outstindng.sharet-OfFTC's Coitimon:Stricit and all of such ishied and outstanding. Shares held by Epstein,. and in consideration of FTC's ritergawidvind into SP,: the wholly owned sulas-Ldiary of the Corporation; and the tianiftt of all of ncs attack/Why °Petition of lee/ as a' • result of such Merger; the Corporation is, to issue an additional ten thousand 00;090? than; of its Common &Oa, $.0.1paethie (thetanison Stock') to Epstein (t*.Sili,itiOnFi Slianiej; • • • • • •. • ••••• • • • WHEREAS, the BOathof Directoriltof the corp.:nation :haat der:eiaiiiited drat ifrls.-both .athiStble and in the bestinterests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that the Merger be consummated upon, accordance withi•tnd . subject. to the peovishans of the Merger Agreement, and that in connection therewith,' the Corporatiatissue the Additional Shares to Epstein; NOW THEREFORE BE IT: . , RESOLVED, thai, after consummation by FTC of its issuance:to Epstein of the )eepenititerest,. ••• the Merger, upon, in accordance with, and subject to, the terms anct*ilitioni of the Merger Agreement, be • . and it ilhereby authorized and approve& . . ;.• . • • RESOLVED, that it is intended, that the Merger cialify as a tax-free reorganization underiliaso 36ca)(1)(A) of the Internal Revenue Code; . • • :•• • ag,sor,,y0b; that the forth and provisions of/die:Merger Agteeospdtihe and they Wezeby are adopted airdapprth:e4.• • • • • • .RES014VED; m connection With the Merger and pinsuanr to thepthiiiiorts of Merger • Agreement, the- dolidation•iisne the Additional Shares mit • • . . • • . . RESOLVED, that; the President of•the Corporation be, and he.haehy is, authotinid, empowered .and direcfrd, for and on belitiCofilie Corporacion,meeeinearid.4eliYerAkTma0481‘00'4:206 to execute and file with the Office of. the Lieutenant Gtheinar of theUnited Seatel Virgin Island! Articles of Merger in form and substance that has been .ippnaved:by legal counsel to the Corporation being compliant with-the thipiltenierits'Of the GC.L and n'ecessary or appropriate in order to effectuate Merger in accordanee with the provisiOns of the. MergetAgreeMent; and • ••: . • • RESOLVED, that the Offtais of the Corporation be, and each of them hereby is,•authorized, • enipOwetedandditicied, for and CMbehalf ofthe CaporaiiOn, toexecuteWaddell* ill:stich agiernientsi: documents and iiistiuments, to pay all such costs,. fees'•and expenses,and take all siith other action as such • officer dienineetality or idivisable in order Mconsuituna te the Mager in accordance with the: tovisiont • of theMerget Agtheinait. , • • . CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0094984 SDNY_GM_00241188 EFTA01390473