Per our conversation, I am attaching a proposed form of Unanimous Consent of 
the Board of Directors of Brant-Allen Industries, Inc. ("Company") that would 
expand the Consent of Directors given to us when we executed the ISDA Master 
Agreement in 1998 to do more than just the single trade referenced in that 
resolution.  If the enclosed meets with your approval, please have it 
executed by the directors of the Company and return a copy to me for our 
files.  If you have any questions, please do not hesitate to call me at (713) 
853-3399.
 
In addition, can you confirm one thing for me.  There is a note in our file 
that says documents for the Company require two signatures.  I looked at the 
Articles of Incorporation and Bylaws you provided us and find no such 
signatory requirement.  Is this note an error?