[COMPANY]

Guidelines for Board Approvals and Notifications

For

Actions of Subsidiaries of [COMPANY]

* Resolutions of the Board (or by committee of the Board if applicable) approving matter required.

** Board to be notified of matter by Board package or at Board meeting.

Area | Board Approval Required* | Board Notification Required**

Acquisitions of Businesses | Purchase consideration of more than $1,000,000 |

Acquisitions of the Subsidiary or Substantially all its Assets | All such decisions

Initiation of a bidding process for the Subsidiary or its Assets | Any bona fide offers or discussions likely to lead to bona fide offers

Capital Expenditures | Over $2,500,000 | Over $500,000

Capital Structure/Equity Issuances | Any changes in the capital structure, including number of authorized shares, rights, preferences and privileges of shares that alter Subsidiary ownership by more than 25% | Any changes in the capital structure including number of authorized shares, rights, preferences and privileges of shares that alter Subsidiary ownership by more than 10%

Corporate Organization | Creation of subsidiary that will hold material assets or conduct material business operations | Change in state of formation

Creation of subsidiary that will not hold material assets nor conduct material business operations