Common use of RESOLVED Clause in Contracts

RESOLVED. That it is the intention of the Corporation to give the persons empowered to trade in Contracts the broadest possible power with respect to the account or accounts of the Corporation, and the Corporation agrees to hold Paramount harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any of the empowered persons. I further certify that, as applicable, each of the following has been duly elected and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.

RESOLVED. That That, to induce the Banks to provide financing pursuant to the Credit Agreement and for other good and valuable consideration, it is in the intention best interests of the Company to reaffirm the guaranty of the obligations of Quaker Textile Corporation and Quaker Fabric Mexico S.A. de C.V. under the Credit Agreement; and further RESOLVED: That the President, Vice President - Finance and Treasurer, and the Vice President and Secretary of the company (the "Authorized Officers") hereby are, and each of them hereby is, reauthorized in the name of and on behalf of the Company; (i) to give negotiate, agree to, enter into, execute, seal, acknowledge, deliver, and cause the Company to perform in accordance with the terms of the Credit Agreement, as twice amended; (ii) to affix such signatures and the corporate seals of the Company as may be required to execute and deliver to the appropriate person or persons such documents, agreements, and instruments as may be necessary or advisable to implement the transactions contemplated by the foregoing resolutions in such form as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by the signature thereon of the Authorized Officer; and (iii) to take such other actions as such officer shall deem in the exercise of his or her judgment to be necessary or advisable to implement the transactions contemplated by the foregoing resolutions the taking of such actions to be conclusive evidence that he or she was duly authorized thereunto by the terms of this resolution; and further RESOLVED: That the Secretary of the Company is hereby directed to certify, under the corporate seal, a copy of these resolutions and, in her capacity as a Secretary of the Company, to certify the names of the present incumbents of the offices of the Company hereinbefore referred to; and to further certify from time to time hereafter the mane▇ ▇▇ any successors to the present 13 incumbents of said offices, or changes in the Authorized Officers authorized to act in the premises, together with specimens of their respective signatures. The Banks and the Agent are hereby authorized, empowered and directed to trade rely upon any such certificate unless and until certificate of the Company under its corporate seal, duly attested; and that until notice is received the Banks and the Agent are authorized to act in Contracts pursuance of these resolutions, and shall be indemnified against any loss suffered, or liability incurred by them, or any of them, in continuing to act in pursuance of these resolutions even though these resolutions may have been changed; and further RESOLVED: That all prior actions taken by the broadest possible power Authorized Officers and each of them, and by and appropriate officer or employee of the company designated by and Authorized Officer, with respect to the account or accounts of matters referred to in the Corporationpreceding resolutions, are hereby ratified and the Corporation agrees to hold Paramount harmless against any and approved in all claims that may arise by reason of following any instructionrespects. 14 CORPORATE CERTIFICATE QUAKER FABRIC CORPORATION I, order or direction given by any of the empowered personsCynt▇▇▇ ▇. I further certify that▇▇▇▇▇▇, as applicable, each of the following has been ▇▇e duly elected and is now legally holding action Secretary of Quaker Fabric Corporation, a Delaware corporation (the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and"Company"), pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.DO HEREBY CERTIFY:

RESOLVED. That any officer or officers of this corporation and/or their nominees are hereby authorized and empowered, on Its behalf, to execute and deliver any and all schedules of assignments of accounts, transfer of instruments, sates, pledges, notes, financial, financing and other statements, and any and all further agreements, papers, documents and certificates, as may from time to time be required by said Sterling, upon any matters or transactions arising under said agreements or in connection with any further financial arrangements with this corporation; and it is the intention was further RESOLVED: That all acts of the Corporation of this corporation and/ or their nominees and all agreements, modifications, transfers, assignments, certificates and statements, which they or any of them may do, execute or deliver in pursuance of said agreements and to give the persons facilitate transaction thereunder, and are hereby ratified and approved; and it was further RESOLVED: That any officer, agent or nominee of Sterling is hereby authorized and empowered to trade in Contracts endorse the broadest possible power name of this corporation to any and all checks, drafts and other Instruments or orders for the payment of money, payable to this corporation or its order, to deposit the same In any account or accounts of Sterling, with any BANK, BANKER OR TRUST COMPANY, and to deal with any and all such checks, drafts, and other instruments or orders for the payment of money and the proceeds thereof as the property of Sterling ; and it was further RESOLVED: That any BANK. BANKER OR TRUST COMPANY be, and they hereby are, authorized and requested to receive for deposit to the credit of Sterling without further inquiry, all such checks, drafts and other orders or instruments for the payment or money, payable to this corporation or its order, and that said banks shall be under no liability to this corporation, with respect to the account disposition which Sterling may or accounts shall make of the Corporation, and same instruments or the Corporation agrees to hold Paramount harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any of the empowered persons. I further certify that, as applicable, each of the following has been duly elected and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director proceeds thereof." I further certify that the Corporation is duly organized foregoing resolutions remain in force and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 not been rescinded or modified. I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and further certify that I have am the financial resources to enter into this agreement custodian of and that I fully understand an) familiar with the trading objectives books and records of my agent said corporation and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation nothing contained in the form Certificate of commissionsIncorporation, please see Column 2 below labeled “Commissions to Charge” in order to review By-Laws or any other records prohibits the schedule execution of commissions per product typethe aforementioned agreements by said corporation. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks I further certify that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, providesare duty elected officers of this corporation: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.President: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Treasurer: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

RESOLVED. That it is the intention corporation’s Certificate of Incorporation be amended by inserting therein a new Article EIGHTH immediately following Article SEVENTH which new Article shall state: “No director shall be personally liable to the corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Corporation to give the persons empowered to trade in Contracts the broadest possible power with respect Delaware Code (relating to the account Delaware General Corporation Law) or accounts of the Corporationany amendment thereto or successor provision thereto or shall be liable by reason that, and the Corporation agrees in addition to hold Paramount harmless against any and all claims that may arise by reason other requirements for such liability, he (i) shall have breached his duty of following loyalty to the corporation or its stockholders, (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (iv) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article Eighth, nor the adoption of any instruction, order or direction given by any provision of the empowered persons. I further certify certificate of incorporation inconsistent with this Article Eighth, shall eliminate or reduce the effect of this Article Eighth in respect of any matter occurring, or any cause of action, suit or claim that, as applicablebut for this Article Eighth would accrue or arise, each prior to such amendment, repeal or adoption of an inconsistent provision.” IN WITNESS WHEREOF, said National Medical Care, Inc., has caused this certificate to be signed by Constantine L. Hampers, its President and Chairman of the following has been duly elected Board of Directors, and is now legally holding attested by Timothy I. McFeeley, its Secretary, this 19th day of May, 1987. ATTEST: NATIONAL MEDICAL CARE, INC. /s/ Timothy I. McFeeley By: /s/ Constantine L. Hampers Timothy I. McFeeley Constantine L. Hampers, M.D. Secretary President and Chairman of the office designated below his or her respective nameBoard of Directors I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF NATIONAL MEDICAL CARE, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING GLUCO—MED, INC. AND HUMAN RESOURCE INSTITUTE, INC. AND INSTITUTE FOR HEALTH MAINTENANCE, INC. AND NATIONAL MEDICAL CARE OF NORFOLK, INC. AND NATIONAL MEDICAL CARE OF PORTLAND, INC. CORPORATIONS ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST DAY OF JUNE, A.D. 1988, AT 10:01 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF 881730109 AUTHENTICATION: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly | 1764464 DATE: 06/27/1988 DELAWARE. 881730109 AUTHENTICATION: | 1764464 DATE: 06/27/1988 National Medical Care, Inc., a corporation organized and existing andunder the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 6th day of August, 1984, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal Corporation Law of the Corporation this day State of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the accountDelaware.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.

RESOLVED. That it is that this corporation borrow from Greyrock Capital, a division of NationsCredit Commercial Corporation (formerly Greyrock Business Credit) ("Greyrock") ("Greyrock"), from time to time, such sum or sums of money as, in the intention judgment of the Corporation officer or officers hereinafter authorized hereby, this corporation may require. RESOLVED FURTHER, that any officer of this corporation be, and he or she is hereby authorized, directed and empowered, in the name of this corporation, to give execute and deliver to Greyrock, and Greyrock is requested to accept, the persons empowered loan agreements, security agreements, notes, financing statements, and other documents and instruments providing for such loans and evidencing and/or securing such loans, with interest thereon, and said authorized officers are authorized from time to trade time to execute renewals, extensions and/or amendments of said loan agreements, security agreements, and other documents and instruments. RESOLVED FURTHER, that said authorized officers be and they are hereby authorized, directed and empowered, as security for any and all indebtedness of this corporation to Greyrock, whether arising pursuant to this resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or otherwise hypothecate to Greyrock, or deed in Contracts trust for its benefit, any property of any and every kind, belonging to this corporation, including, but not limited to, any and all real property, accounts, inventory, equipment, general intangibles, instruments, documents, chattel paper, notes, money, deposit accounts, furniture, fixtures, goods, and other property of every kind, and to execute and deliver to Greyrock any and all grants, transfers, trust receipts, loan or credit agreements, pledge agreements, mortgages, deeds of trust, financing statements, security agreements and other hypothecation agreements, which said instruments and the broadest possible power with respect note or notes and other instruments referred to in the account or accounts of the Corporationpreceding paragraph may contain such provisions, covenants, recitals and agreements as Greyrock may require and said authorized officers may approve, and the Corporation agrees to hold Paramount harmless against any execution thereof by said authorized officers shall be conclusive evidence of such approval; and all claims that Greyrock may arise by reason conclusively rely upon a certified copy of following any instruction, order or direction given by any these resolutions and a certificate of the empowered persons. I further certify that, Secretary or Ass't Secretary of this corporation as applicable, each to the officers of the following has been duly elected this corporation and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized their offices and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, investsignatures, and reinvest Contracts continue to conclusively rely on such certified copy of these resolutions and said certificate for Difference (collectively referred to as “CFDs”) on equitiesall past, futures, currencies, precious metals present and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or future transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change hereto or thereto is given to Greyrock by this corporation by certified mail, return receipt requested. Stock Purchase Warrants. RESOLVED FURTHER, that, in connection with the foregoing loans, this corporation shall issue to Greyrock warrants to purchase 100,000 shares of SERIES E PREFERRED stock of this corporation, at $10.00 per share, on the terms and provisions of Greyrock's standard form Warrant to Purchase Stock and related documents, with such changes at therein as Greyrock and this corporation shall agree; any time officer of this corporation is hereby authorized to execute and deliver such Warrant to Purchase Stock and related documents, and all documents and instruments relating thereto, in the personnel thereof for any cause whatsoever such form and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount containing such additional provisions as said authorized officers may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In additionapprove, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % execution thereof by said authorized officers shall be conclusive evidence of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the accountsuch approval.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.

RESOLVED. That it is the intention Authorized Officers, with the assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Corporation to give Shares on the persons empowered to trade Nasdaq Global Market including, if applicable, the filing of a Notification Form for Listing of Additional Shares and the payment of any required fees. RESOLVED: That the Authorized Officers are hereby authorized, in Contracts the broadest possible power with respect to the account or accounts name and on behalf of the Corporation, and the Corporation agrees to hold Paramount harmless against take any and all claims actions and to provide such information, either directly or through Aspire, the Agent or their respective counsel, which may be necessary or desirable to obtain the approval of the terms of the Purchase Agreement by the Financial Industry Regulatory Authority, Inc., if such approval is required. RESOLVED: That it is desirable and in the best interests of the Corporation that its Common Stock be qualified or registered for sale, to the extent required by law, in various states and other jurisdictions, and that the Authorized Officers are each hereby authorized and directed to determine the states and other jurisdictions in which appropriate action shall be taken to (i) qualify or register for sale all or such part of such Common Stock and (ii) register the Corporation as a dealer or broker; that the Authorized Officers be, and hereby are, authorized to perform on behalf of the Corporation any and all such acts as the officer so acting may arise by reason deem necessary or advisable in order to comply with the applicable laws of following any instructionsuch states and other jurisdictions, order or direction given and in connection therewith to execute, affix the Corporation’s seal to and file all requisite papers and documents, including, without limitation, applications, resolutions, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that execution by any of the empowered persons. I further certify that, as applicable, each Authorized Officers of any such paper or document or the doing by any of the following has been duly elected and is now legally holding Authorized Officers of any act in connection with the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that foregoing matters shall conclusively establish the authority of the officers so acting therefor from the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect approval and ratification by the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal Corporation of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent papers and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials documents so executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Accountaction so taken. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.FURTHER

RESOLVED. That it the grant of a continuing security interest in all personal property of the Corporation (except certain intellectual property) under the Loan Agreement is hereby authorized, approved and adopted in all respects; and further RESOLVED: That the intention form, terms and provisions of, and the performance of the transactions contemplated by the Loan Documents in the foregoing resolutions be, and they hereby are, authorized, approved and adopted in all respects and the Corporation is hereby authorized to (i) enter into the Loan Documents, (ii) perform its obligations thereunder and (iii) take all actions contemplated thereby; and further RESOLVED: That the Corporation hereby adopts, as though the same were presented herewith, any standard form of resolution required by SVB in connection with the Loan Documents, including without limitation, those resolutions attached hereto as Exhibit C; and that any Authorized Officer (as defined below) be, and hereby is, authorized to certify the adoption of any such resolution and is directed to record any resolutions so certified in the Corporation’s minute book; and further RESOLVED: That the Chief Executive Officer, President, Chief Financial Officer, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Corporation (each, an “Authorized Officer”) at the time in office be, and they hereby are authorized, directed and empowered, for and on behalf of and in the name of the Corporation to give make, execute and deliver the persons empowered to trade in Contracts the broadest possible power Loan Documents together with respect any and all amendments, supplements, modifications, extensions, restatements, renewals, replacements and any additional agreements, documents and instruments relating to the account foregoing and all such agreements, documents and instruments shall contain such terms, conditions and waivers as such officer or accounts agent deems necessary or desirable in the interest of the Corporation, and the execution of any such officer or agent shall be conclusive proof of the approval of all of the terms and conditions thereof for and on behalf of the Corporation; and further RESOLVED: That the Authorized Officers be, and each of them hereby is, authorized, empowered and directed (i) to execute and deliver in the name of and on behalf of the Corporation agrees to hold Paramount harmless against any and all claims that additional documents, agreements, certificates and other instruments to effectuate any of the foregoing resolutions or any of the transactions contemplated thereby, all with such changes therein as any said Authorized Officers may arise deem necessary or desirable, and (ii) to take such action (including without limitation the filing of any and all applications and the payment of any and all expenses), or to cause others to take such action in the name of and on behalf of the Corporation as may in the judgment of the Authorized Officer so acting be necessary or desirable in connection with, or in the furtherance of, any of the foregoing resolutions or any of the transactions contemplated thereby, the execution and delivery of any such document, agreement, certificate, or other instrument or the taking of any such action shall be conclusive evidence of such Authorized Officer’s authority hereunder to so act; and further RESOLVED: That all actions previously taken by reason any officer or manager of following the Corporation in connection with any instruction, order matter referred to in or direction given contemplated by any of the empowered personsforegoing resolutions are hereby ratified, confirmed and approved in all respects as if such actions had been presented to the Board for its approval prior to such actions being taken; and further RESOLVED: That the Corporation is hereby authorized and directed to pay all fees and expenses incurred in connection with the execution and performance of the Loan Documents. I further certify that, as applicableThis Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the following has been duly elected same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and is now legally holding shall be filed in the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 20, 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January 28, 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 20 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 28, 2009 ▇▇▇▇▇ ▇. I hereby authorize ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January 28, 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January 21, 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January , 2009 This Written Consent may be signed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one day and the same instrument. The undersigned further direct that this Written Consent shall take effect immediately as of the last date written below and shall be filed in the minute book of the Corporation with the minutes of the meetings of the Board. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇▇▇▇▇ Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇▇▇ ▇. ▇. Ting Date: January , 2009 ▇▇▇▇ ▇▇▇▇▇▇▇ Date: January , 2009 ▇▇▇ ▇▇▇▇▇▇▇▇ Date: January 22, 2009 THIS CONSENT (whose signature appears below) this “Consent”), is entered into as my agent of January 28, 2009, by the preferred stockholders (each a “Stockholder” and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as the “CFDsStockholders”) on equitiesof Imprivata, futuresInc., currencies, precious metals and any similar instruments in accordance with a Delaware corporation (the “ParamountCompany”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account).) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.

RESOLVED. That the Company shall enter into a First Amendment to Financing Agreement with the Lender under which the Company may obtain advances up to $2,500,000, or such greater or lesser amount in the Lender's absolute and sole discretion and the President, Vice President, Secretary or Treasurer of the Company is hereby authorized at any time and from time to time to execute and deliver to the Lender such First Amendment to Financing Agreement and any security agreements, mortgages, subordination agreements, pledge agreements, assignments of life insurance, reimbursement agreements, or amendments to any of the foregoing as may be contemplated or required pursuant to such First Amendment to Financing Agreement or otherwise, all in such form as such officer may determine and approve (such determination and approval to be established conclusively by such officer's execution and delivery of such First Amendment to Financing Agreement and any such related documents and instruments). FURTHER RESOLVED, that the President, Vice President, Secretary or Treasurer of the Company is hereby authorized at any time and from time to time to sell, assign, transfer, mortgage, create security interests in and pledge to the Lender the real property, goods, instruments, documents, securities, chattel paper, accounts, contract rights and other intangibles and any other property now owned or hereafter acquired by the Company, either absolutely for such consideration as such officer may determine to be appropriate or as security for the payment or performance of any or all debts, liabilities and obligations of every type and description now or at any time hereafter owed to the Lender by the Company, on such terms as such officer may approve, and to do such other acts or things in connection therewith or pursuant thereto as such officer may determine to be appropriate (such determination and approval to be established conclusively by the instrument executed or action taken by such officer). FURTHER RESOLVED, it is hereby acknowledged that each and every note, guaranty, security agreement and other instrument made pursuant to the intention foregoing resolutions is and will be made and given for the corporate purposes of this Company. FURTHER RESOLVED, the Secretary or Assistant Secretary shall certify to the Lender the names and signatures of the Corporation persons who presently are duly elected, qualified and acting as the officers authorized to give act under the persons empowered to trade in Contracts the broadest possible power with respect to the account or accounts of the Corporationforegoing resolutions, and the Corporation agrees Secretary or Assistant Secretary shall from time to hold Paramount time hereafter, upon a change in the facts so certified, immediately certify to the Lender the names and signatures of the persons then authorized to sign or to act; the Lender shall be fully protected in relying on such certificates and on the obligation of the Secretary or an Assistant Secretary immediately to certify to the Lender any change in any fact certified, and the Lender shall be indemnified and saved harmless against by the Company from any and all claims that may arise by reason claims, demands, expenses, costs and damages resulting from or growing out of following honoring or relying on the signature or other authority (whether or not properly used) of any instructionofficer whose name and signature was so certified, order or direction given by refusing to honor any of the empowered persons. I further certify that, as applicable, each of the following has been duly elected and is now legally holding the office designated below his signature or her respective name: President Vice President Treasurer Director Secretary Director authority not so certified." I further certify that the Corporation is duly organized foregoing resolutions have not been amended or revoked and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with Paramount and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases sales or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain are in full force and effect until revoked on the date hereof. I further certify that the Board of Directors of the Company has, and at the time of adoption of the foregoing resolutions had, full power and lawful authority to adopt the foregoing resolutions and to confer the powers therein granted upon the officers designated, and that such officers have full power and authority to exercise the same. I further certify that the Articles of Incorporation and bylaws delivered to the Lender not been amended since June 27, 1997, and are in full force and effect on the date hereof. I further certify that the officers whose names appear below have been duly elected to and now hold the offices in the Company set forth opposite their respective names and that the signature appearing opposite the name of each of such officer is authentic and official: Name Title Signature ▇▇▇▇ ▇▇▇▇▇▇▇ Chairman, CEO /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ -------------------- ----------------- --------------------- ▇▇▇▇▇ ▇▇▇▇▇ President, COO /s/ ▇▇▇▇▇ ▇▇▇▇▇ -------------------- ----------------- --------------------- -------------------- ----------------- --------------------- I further certify that shareholder approval of the foregoing resolutions is not required and said resolutions are effective and binding on the Company without approval by me its shareholders. Dated March 20, 1998 ------------------------ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ----------------------------- Secretary, Tech Squared Inc. /s/ ▇▇▇▇▇ ▇▇▇▇▇ -------------------------------- Attest by a written notice addressed Director March ____, 1998 Republic Acceptance Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Consent to and actually received by Paramount at Email: info@fxparamountAmendment to Financing Agreement dated as of February 19, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to 1998 (the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts"Amendment") any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent Republic Acceptance Corporation ("Lender") and the undersigned that concern the Agent's advice in regards to the Account. Incentive FeesTECH SQUARED INC., a Minnesota corporation ("Company") and Reaffirmation of related Undertakings Ladies and Gentlemen: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 This will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document confirm that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.:

RESOLVED. That it is each officer and director who may be required to sign and execute the intention of the Corporation to give the persons empowered to trade Registration Statement, or any amendment thereto or document in Contracts the broadest possible power with respect to the account or accounts connection therewith (whether on behalf of the Corporation, or as an officer or director of the Corporation, or otherwise), be, and the Corporation agrees each of them hereby is, authorized, empowered and directed to hold Paramount harmless against execute a power-of-attorney appointing each of C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇ as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution to sign in his or her name, place and s▇▇▇▇ in any and all claims that may arise by reason of following such capacities the Registration Statement and any instructionand all amendments thereto (including post-effective amendments) and documents in connection therewith, order or direction given by any of and to file the empowered persons. I further certify that, as applicablesame with the Commission, each of the following has been duly elected and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and said attorney-in-fact to purchasehave full power and authority to do and perform, sellin the name of and on behalf of each of said officers and directors of the Corporation who shall have executed such a power of attorney, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all every act whatsoever which such purchases, sales or transactions Paramount is authorized to follow the instructions of my agent and attorney-in-fact may deem necessary, advisable or appropriate to be done in every respect concerning my account with Paramount connection therewith as fully and (s)he is authorized to act for me all intents and in my behalf in purposes as such officer or director of the same manner and with the same force and effect as I Corporation might or could do with respect in person; and RESOLVED: That the inclusion for quotation on the Nasdaq Global Market of the shares of Common Stock to such purchases, sales or transactions as well as with respect to all other things necessary or incidental be registered pursuant to the furtherance or conduct Registration Statement (to the extent such shares are eligible for inclusion for quotation on the Nasdaq Global Market) is hereby approved, and that the Authorized Officers of such purchases sales or transactions. I the Corporation be, and each hereby ratify is, authorized and confirm directed to execute and deliver any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization such applications, agreements and indemnity is a continuing one documents, and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take any and all such measuresactions, and asks that Customers acknowledge that as they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agentmay deem necessary or advisable to effect such inclusion for quotation. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged by the Agent, and discloses the risks associated with the investment methodology; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.

RESOLVED. That it the Chief Executive Officer of the Corporation is hereby authorized to execute and deliver a Promissory Note in substantially the intention form submitted to the Board, a copy of which is annexed hereto as Exhibit B (with such changes thereto as shall be deemed advisable by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and to consummate the transactions contemplated thereby; RESOLVED: That the Corporation is authorized to enter into a Subordination Agreement, a copy of which is annexed hereto as Exhibit C, among the Corporation, SBI Investments (USA) Inc. f/k/a Best Finance Investments Limited ("SBI Investments") and the Lender to effect the subordination of all indebtedness represented by the promissory note issued in accordance with the Note Purchase Agreement, dated November 28, 2001, as amended on November 30, 2001, December 14, 2001 and December 28, 2001, by and between SBI Investments and the Corporation, to the indebtedness of the Corporation to give the persons empowered Lender under the Credit Agreement (with such changes thereto as shall be deemed advisable by the Chief Executive Officer, as conclusively evidenced by such officer's approval or execution and delivery thereof), and to trade consummate the transactions contemplated thereby; RESOLVED: That in Contracts connection with the broadest possible power with respect Credit Agreement and the Subordination Agreement, the Chief Executive Officer of the Corporation, in the name of and on behalf of the Corporation, is authorized to execute and deliver any and all related documents, and the account or accounts of execution and delivery thereof by the Corporation, and the Corporation agrees to hold Paramount harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any consummation of the empowered persons. I further certify thattransactions contemplated thereby, as applicable, each is hereby approved; RESOLVED: That the Chief Executive Officer of the following has been duly elected Corporation, in the name of and is now legally holding the office designated below his or her respective name: President Vice President Treasurer Director Secretary Director I further certify that the Corporation is duly organized and existing and, pursuant to its corporate charter, has the power to effect the transactions and to take all actions as recited in these resolutions. Furthermore, Paramount may rely upon this certification in establishing and maintaining accounts for on behalf of the Corporation. In witness whereof, I have hereunto subscribed my name and affixed the seal of the Corporation this day of , 20 . I hereby authorize (whose signature appears below) as my agent and attorney-in-fact to purchase, sell, hold, invest, and reinvest Contracts for Difference (collectively referred to as “CFDs”) on equities, futures, currencies, precious metals and any similar instruments in accordance with (“Paramount”) terms and conditions for my account and risk and in my name or number on Paramount books. I hereby agree to indemnify and hold Paramount harmless from, and to pay Paramount properly on demand any losses costs, indebtedness and liabilities arising there from or debit balance(s) due thereon. In all such purchases, sales or transactions Paramount is authorized to follow make amendments or modifications to any one or more of the instructions of my agent above-referenced documents and attorney-in-fact all other agreements, documents, certificates and instruments contemplated or useful in every respect concerning my account with Paramount and (s)he is authorized to act for me and connection therewith which he deems necessary or advisable in my behalf in the same manner and connection with the same force and effect as I might or could do consummation of the proposed transaction, with respect to such purchases, sales or transactions as well as with respect to all other things necessary or incidental to the furtherance or conduct approval of such purchases sales amendments or transactions. I hereby ratify and confirm any and all transactions with Paramount heretofore or hereafter made by my aforesaid agent on behalf of or for my account. This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by Paramount at Email: info@fxparamount, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to Paramount receipt of such revocation. This authorization and indemnity shall inure to the benefit of Paramount present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever and of the assigns of Paramount present firm or any successor firm. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which Paramount may have under any other agreement or agreements between Paramount and I. I understand and certify that I have the financial resources to enter into this agreement and that I fully understand the trading objectives of my agent and attorney-in-fact designated above which have been thoroughly explained to me. In addition, the undersigned has provided Paramount with a copy of any disclosure document, managed account agreement, or other such materials executed by and between Agent and the undersigned that concern the Agent's advice in regards to the Account. Incentive Fees: % of net profits per Month / Quarter (MUST CIRCLE ONE) Should Client and the Agent and Attorney-in-Fact agree to compensation in the form of commissions, please see Column 2 below labeled “Commissions to Charge” in order to review the schedule of commissions per product type. (*Column three is merely a listing of examples provided by Paramount. Only commissions written within column 2 will be charged against the account.) Products Commissions to Charge Example of commissions modifications to be charged by Agent based on settings of shares and units in the platform. SHARES Equities X X FOREX Forex $ $.0001 or $10 per $100,000 COMMODITIES Gold $ $.10 per ounce/unit Silver $ $.01 per ounce/unit Natural Gas $ $.0005 per BTU/unit Crude Oil $ $.01 per barrel/unit FINANCIAL US NASQ 100 $ $.25 per contract/unit US SP 500 $ $.10 per contract/unit US DJ Industrial $ $2 per contract/unit UK 100 $ $.50 per contract/unit Europe 50 $ $2 per contract/unit Germany 30 $ $.50 per contract/unit France 40 $ $.50 per contract/unit As an unregulated business, foreign currency trading advisory is prone to false advertising and misleading information. Paramount cannot require a Customer to do any “due diligence” on a third- party trading advisor (“Agent”) prior to entering into an agreement with such Agent. However, Paramount encourages Customers to take such measures, and asks that Customers acknowledge that they have read and, at the minimum, considered taking the following recommended steps before entering into any agreement with an Agent. A. Have the Agent provide you with a disclosure document that, at the minimum, provides: the Agent's biography, outlines the investment methodology, discloses the fees charged conclusively evidenced by the Agent, execution and discloses the risks associated with the investment methodologydelivery thereof; B. Ask the Agent to provide you with references from existing clients; C. Have your attorney or accountant verify the accuracy of any performance record provided to you by the Agent, and review any contractual agreement to be executed by and between you and the Agent.