WHEREAS, I, _________________________, am a member of the Board of Directors of _________________________, and, WHEREAS, the Board of Directors of ________________________ will consider the following issue: _________________________, and, WHEREAS, I have a conflict of interest in that, _________________________, I herewith notify the board of such conflict, and recuse myself from the consideration and discussion of _________________________, and request that this disclosure be made a part of the records of the _________________________ Corporation.

Dated: ______________________

__________________________

_________________________

Receipt of this instrument is acknowledged on ________________________:

__________________________

Corporate secretary of _________________________

Conflict of Interest Disclosure

Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  It is extremely important that you follow the niceties of corporate governance and make sure any party with a conflict of interest properly recuses him or herself and records it on the record in the corporate minutes.  This protects the individual, the Board, and the Company from certain negative consequences in a shareholder lawsuit.

1.  Make multiple copies.  File one in the corporate minute book.

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