Resolution to Factor Accounts Receivable

WHEREAS, it is advisable for the Corporation to raise capital, and WHEREAS, it is in the best interests of the Corporation to raise said capital through factoring of its accounts receivable, be it:

RESOLVED, to factor and assign from time to time all or any part of the accounts receivable of the Corporation to _______________________________, pursuant to the terms of a factoring agreement as annexed hereto.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________________________,a corporation duly formed pursuant to the laws of the state of _______________________________ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________________________ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _______________________________,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _______________________________, _______________________________ of _______________________________.

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Secretary