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No representation or warranty as to legality, accuracy, correctness or acceptance of these forms by any State or jurisdiction is indicated. Should you decide to use any of the forms in your legal affairs, consult with an attorney.

                        WAIVER OF NOTICE OF ANNUAL MEETING



                I, ____________________________, being the clerk of 
        
        ___________________________, Inc., hereby waive notice of the 
        
        annual meeting of the Corporation to be held on ___________, 
        
        20__, at _______________(time), at the offices of the Corporation 
        
        located at _____________________________________.


          
                                        ____________________________
                                        Clerk


                                                        Form 508



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