Special meeting of the directors of J. Wiss & Sons Company was held at
the main office, Newark, New Jersey, on November 10, 1937, at which were
present J. Robert Wiss, Jerome B. Wiss and Norman F. Wiss, constituting
a quorum, who were present and voting throughout.

A motion was made by Norman F. Wiss, seconded by Jerome B. Wiss and
unanimously passed.

          RESOLVED that the President and Treasurer be and are
          empowered to borrow on the company notes the sum of
          $50,000.00 from the National Newark & Essex Banking
          Company.

Norman F. Wiss moved that a dividend of 10 percent on the common stock
of the Company be declared payable on November 15, 1937, to the stockholders
of record of even date. Motion seconded by Jerome B. Wiss and carried.

Motion to adjourn carried.

                                             Jerome B. Wiss Sect.