tion oflaw as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, .3.01 par value (the "Common Stock') to Epstein- (the "Additional Shates'-');* WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the be

tion of the Corporation; audit is further RESOLVED, that the specimen of stock certificate to evidence shares of the CoMmon Stock, par value 01.01 (the "Common Stock'), of the Corporation in the form submitted to the undersigned, which is to be filed with thi$ Cinsent, be and the same hereby is, approved and • ado

ation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a. result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

rof FTC's assetsso:$12 by *ration of kw as a xeak.of suc1 Maga,the'CoiPoracitha atkiaciodaftenthou.nne(1,0;000) shams of • Stock, $.01 par value (the "Common Stock' to Epstein (tin-"Additional Share.); . WHEREAS, the Bond of Directors of the Corporation ha detentined that it is both advisable and in the bat int

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

ation of law as a result of such Merger, the Corporation is to issue an additional te' thousand (10,000) shares of its Common Stock, pp par' value (the "Common Stock') to Epstein (the "Additional Shares"); WHEREAS, die Briar Directorsi of the Corporation has determined that it is both advisable and in the best i