*MESAS, it is intended that the Merger. be efferthated.npixt; in aceordance with, and subject to, the 'provisions' of an Agteeinent and Plan of Merger in the forth annexed as Exhibit "A" hereto, which has also been approved. y the Board of Directors of FTC and its sole shareholder (the (Merger .Agreeinent"); WHEREAS, in connection with the Merger. and pursuant to the .proiisions of the Merger Agreement, Epstein is to surrender for cancellatioirteis thousand (10,000)' shares of the' onsmon Stock' f FTC, representing all of the issued and maths':ling shams 'of FTC's Cotismon Stock and all of such issued and. outstanding shelet held by.Epsteliiarin in consideration: of FTC's merger with' nd into SF; the Wholly owned *sir:RUTof the Corporation,,' the trensfei df 41of FTC's assets to SP by opetation of law as e result di' the'Corp0ranito is to-issue s additional ten thouSand• (0;0* shares of its Common Stock, $.01 pat value (thc"Compicin Stock") to Epitein (theAdditional Shares' ;. . . • WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best interests of the Corpotation and of Epstein, as the sole shareholder of the Corporation, that the Merger be conatunmated .upon, in accordance with, and subject to the provisions of the Mina Agreement, end that in connection therewith, the Corporation issue the Additional Shares to Epstein; NOW THEREFORE BE lit RESOLVED, that, after consummation by Fit of us issuance to Epstein of the Jeepeis Inters:St the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreement, be and it is heteby authorized and•approved, • . • • • • " . ••• RESOLVED, that it 1:11liaaltiad that [ha itittg4i qualify 04 tax-freetentZatheation Mader scents 368(s)(t)(A) of the Internal Revenue Code; RESOLVED, that the.form anclprovisions of :the Merget Agtottnent, be and they hereby are adopted and approved; ' • . ' . RESOLVED, in ConnectionWith the Merger and parsuant to the proviliboi of the Mager • Agreanent; the:GoiPoretion issue theAdditional:Shensi to YE. . . RESOLVER, that; the President of.the Ccirpotatimbe, and he; hereby is, nithonied, empowered and directed, foi and on behalf of the Corporation, to execute and delivee the Merger Agreement, and to . execute and Me withtthe Office:of the lieutenant Ggv4morof the tjnitAid Statcs Vitzin Islands Articles of Merges in form and substance that has been approved by legal counsel to the Corporation as being compliant with the requirements of the GCL Ind.at:Gaiety or appropiiate in order to effectuate Maga in accordance with the provisions of the Merger Agreement; and • " • • • • RESOLVED, that the officers colic donibration.bekand each of them hereby is,. authorized; empowered' and directed, for.and ombehelf of the Corporation; to execute and deliver allsuch:agreements, documents and installments, to pay. all such 'costs, fees and expenses, and take all such other action as rich officer deems necesiliry or adviiible in order to consummate the Mergeritt accordance with the, provisions of the Metgei Agreement • • • .• CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095035 CONFIDENTIAL SDNY_GM_00241219 EFTA01390518