EXHIBIT 10.21
RESOLUTIONS
BY THE BOARD OF DIRECTORS OF
CUMETRIX DATA SYSTEMS CORP.
WHEREAS, the Board of Directors of Cumetrix Data Systems Corp. (the "Company") has determined that it is
in the best interest of the Company to adopt a plan under which the Company may make loans to certain key
employees, directors, and other individuals who provide valuable services to the Company, in order to attract,
retain, and motivate key personnel to provide such valuable services to the Company.
NOW, THEREFORE, BE IT RESOLVED, that the Cumetrix Data Systems Corp. 2000 Loan Plan (the "Plan"),
a copy of which is attached hereto as Schedule 1, is hereby approved and adopted as of the date hereof; and be
it further
RESOLVED, that the Board of Directors hereby establishes the 2000 Loan Plan Committee (the "Committee")
to serve as the plan administrator, as defined in the Plan; and be it further
RESOLVED, that Max Toghraie be, and he hereby is, appointed as the sole member of the Committee; and be it
further
RESOLVED, that the Company shall not make loans to Max Toghraie under the Plan in excess of $275,000
principle amount outstanding at any given time; and be it further
RESOLVED, that except as set forth in the foregoing resolution, the Committee is authorized to administer the
Plan and to make loans pursuant to the Plan in such amounts and with such terms and conditions as determined
by the Committee in its discretion; and be it further
RESOLVED, that each of the officers of the Company be and each of them hereby is, authorized and
empowered, for and on behalf of the Company to (i) execute and deliver any and all applications, agreements,
documents, instruments, and certificates; (ii) incur such costs and expenses; and (iii) do any and all acts and things
that any one or more of the officers of the Company deems, in the exercise of his or her sole discretion,
necessary, desirable or appropriate in connection with these resolutions. The execution and delivery of such
applications, agreements,