Aurelio Resource Corporation Board Consent Amending Stock Compensation Plan (April 2008)
The Board of Directors of Aurelio Resource Corporation unanimously agreed, without a formal meeting, to amend the company's Stock Compensation Plan. The amendment increases the total number of common shares allocated to the plan to five million. This plan is intended for the company's officers, directors, and consultants. The resolution is effective as of April 2008 and may be executed in multiple counterparts, including by fax, all of which together constitute one agreement.
CONSENT TO ACTION
BY THE BOARD OF DIRECTORS OF
AURELIO RESOURCE CORPORATION
The undersigned, being all of the members of the Board of Directors of Aurelio Resource Corporation (the "Company"), a Nevada corporation, by unanimous consent in writing pursuant to the authority contained in the corporate law of the State of Nevada and without the formality of convening a meeting, do hereby consent to the following actions of the Corporation, to be effective as of the ___ day of April, 2008.
Amendment of Stock Compensation Plan
WHEREAS
the Company believes it is in its best interest to amend the previously-adopted Stock Compensation Plan for its officers, directors and consultants,BE IT RESOLVED THAT:
(1) the Stock Compensation Plan adopted by the Company in October 2006 (a copy of which is incorporated herein by reference) and amended on December 6, 2007 be further amended;
(2) that a total of five million (5,000,000) common shares be allocated for the Stock Compensation Plan; and,
(3) this resolution may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set forth above.
____________________ ____________________
Fred W. Warnaars David S. Johnson
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Allan J. Marter Stephen R. Stine
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Stephen B. Doppler