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MINUTES IN LIEU OF SPECIAL MEETING OF SOLE STOCKHOLDER AND DIRECTORS OF THE FIVE -B CORPORATION We, the undersigned, being the sole stockholder and all of z t r he directors of The Five -B Corporation, do hereby on this 16 day of January, 1985, meet, act and agree as follows: 1. We hereby waive any and all formal notice of this meeting, and we hereby agree that these minutes, when signed by each of us, shall constitute the official acts of this special meeting of the directors and sole stockholder of The Five -B Corporation. 2. Upon motion duly made and seconded, the following resolution was unanimously adopted and approved: CORPORATION RESOLUTION NOW on this Z6- day of January, 1985, the following reso- lution was passed unanimously by the Board of Directors of the corporation and was unanimously approved by the sole stockholder: WHEREAS, The Five -B Corporation is presently indebted to The Overland National Bank of Grand Island and the National Bank of Commerce Trust and Savings Association, Lincoln, Nebraska, (hereinafter collectively referred to as the "Banks ") , in the total amount of $1,034,119.00; WHEREAS, The Five -B Corporation is unable to pay or otherwise refinance this obligation so as to satisfy the same in full; WHEREAS, The Five -B Corporation and the Banks have negotiated a certain Compromise and Settlement Agreement resulting in the satisfaction in full of said indebtedness and the release therefrom of the corporation and Laverne D. Baxter and Sharon Baxter individually; WHEREAS, the directors and stockholder deem the execution of the Compromise and Settlement Agreement to be in the best interest of the corporation and its stockholder; NOW, THEREFORE, be it resolved that the Board of Directors of The Five -B Corporation do hereby resolve as follows: (A) That the terms and conditions of the Compromise and Settlement Agreement, a copy of which is attached hereto and incorporated herein by this reference, are hereby adopted and approved. X L. I