determined that the Valuation Finn is independent of the Company. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines, in reliance on the Valuation Firm's written report, that the current fair market value per share of the Company's Common Stock is $0.21; RESOLVED FURTHER, that each individual named i

and concludes that the Company's Common Stock had a fair market value of $0.21 per share as of November 30, 2013 (the "Report Date"); and WHEREAS, the Valuation Firm's report was completed less than 12 months ago and no developments material to the fair market value of the Company's Common Stock have occurred sinc