MINUTES OF SPECIAL MEETING OF DIRECTORS 

                                       OF 

                          ____________________________ 



              A special meeting of the Board of Directors of the Corporation 
        was held at the time, date and place set forth below.  

              All of the Directors being present, and 
        _____________________________ to be treated as a "Small Business 
        Corporation", upon motion duly made, seconded and unanimously 
        voted, it was 

                RESOLVED, that the proper officers of the Corporation are 
                hereby authorized to take any and all action necessary to 
                comply with the requirements of the Internal Revenue 
                Service for making an election pursuant to Sub Chapter S 
                of the Internal Revenue Code, Sec. 1372, and it was 
                further 

                RESOLVED, that the signing of these minutes by the 
                Directors shall constitute full ratification thereof and 
                waiver of notice of the meeting by signatories.  

                There being no further business to come before the 
        meeting, upon motion duly made, seconded and unanimously voted, 
        the meeting was adjourned.  


        Place: 

        Date:

        Time:

                                        _______________________________
                                        Secretary



        ____________________________    _______________________________
        Chairman                        Director



        ___________________________     _______________________________
        Director                        Director      


        Fill out and file form 2553 with IRS.

                                                        Form 514