Minutes of September 13, 2009 of the

The Brian Carr Education and Research Charitable Trust.

At 2:45PM the meeting was called to order by the Custodian, Brian P. Carr, at 32 Pine Lane, Unit 6A; Albany, NY 12203. Present were the Custodian and Trustee, David M. Carr. All attendees were presented with a copy of the proposed Conflict of Interest Policy. There was a brief discussion as to the contents of the policy and the Custodian explained that the policy was taken almost verbatim from I.R.S. guidelines. A motion was made and seconded to approve the policy. The motion was carried unanimously. At 3PM a motion was made and seconded to adjourn the meeting and the motion was carried unanimously.

These minutes were prepared by the Custodian on September 19, 2009.

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Brian P. Carr

Custodian