CONSENT TO ACTION
BY THE BOARD OF DIRECTORS OF
AURELIO RESOURCE CORPORATION
The undersigned, being all of the members of the Board of Directors of Aurelio Resource Corporation (the "Company"), a Nevada corporation, by unanimous consent in writing pursuant to the authority contained in the corporate law of the State of Nevada and without the formality of convening a meeting, do hereby consent to the following actions of the Corporation, to be effective as of the ___ day of April, 2008.
Amendment of 2006 Stock Option Plan
WHEREASthe Company believes it is in its best interest to amend the previously-adopted Stock Compensation Plan for its officers, directors and consultants,
BE IT RESOLVED THAT:
(1) the 2006 Stock Option Plan (a copy of which is incorporated herein by reference) adopted by the Company in September 2006, ratified by a majority of the Company's shareholders at the May 2007 Annual General Meeting, and amended by the Board of Directors on December 6, 2007 be further amended;
(2) that a total of five million (5,000,000) common shares be allocated for the 2006 Stock Option Plan; and,
(3) this resolution may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set forth above.
____________________ ____________________
Fred W. Warnaars David S. Johnson
____________________ ____________________
Allan J. Marter Stephen R. Stine
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Stephen B. Doppler
