XYZ CORP., INC.

Written Consent of Directors

In Lieu of Special Meeting

Pursuant to Section 307(b) of the Utah Corporations Code, the undersigned, constituting all of the directors of XYZ Corp, Inc., a Nevada corporation (the “Company”), hereby take the following actions and adopt the following resolutions by unanimous written consent without a meeting; such written consent is in lieu of a special meeting of the Company’s board of directors (the “Board”) and shall be filed with the minutes of the proceedings of the Board:

Adoption of 200__ Stock Option Plan

WHEREAS, the Board wishes to adopt a stock option plan to provide an incentive to attract, retain and reward eligible employees, directors and consultants and to motivate such persons to contribute to the growth and profitability of the Company; NOW THEREFORE, IT IS HEREBY

RESOLVED, that the Company’s 2003 Stock Option Plan in the form of attached Exhibit A (the “Plan”), is hereby adopted and approved; and

FURTHER RESOLVED, that the Company hereby reserves two million (2,000,000) shares of the Company’s authorized but unissued Common Stock for issuance upon exercise of options to be granted under the Plan;

FURTHER RESOLVED, that the Plan shall provide that if, in connection with a “Change in Control,” if the “Optionee” is in the “Service” of the Company on the “Transaction Date” and has been in Service for at least six (6) months, the “Option” will automatically become exercisable for the number of shares for which it would have been exercisable if the Optionee had remained in Service until the first (1st) anniversary of the date of the Transaction Date, if the Optionee on the Transaction Date has been in Service for less than three (3) years; and the Option shall automatically become exercisable for all of the shares under the Option if the Optionee on the Transaction Date has been in Service for at least three (3) years; and

FURTHER RESOLVED, that the forms of Notice of Grant of Stock Option attached hereto as Exhibit B and Stock Option Agreement attached hereto as Exhibit C (together, the “Standard Agreement”) are hereby approved and adopted, with any such changes thereto as the Company’s management and legal counsel may deem to be necessary or advisable; and

FURTHER RESOLVED, that unless otherwise provided by the Board at the time an option is granted, all options granted pursuant to the Plan shall be evidenced by and subject to the terms and conditions of the Standard Agreement, as amended from time to time by the Board; and

FURTHER RESOLVED, that the officers of the Company, and any of them, are hereby authorized and directed to submit the Plan to the shareholders of the Company for approval