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Minutes in Lieu of Special January 16, 1985 Page 2 Meeting of Sole Stockholder and Directors of The Five -B Corporation (B) That the President and Secretary of the corporation are hereby authorized and directed to fully execute the said Compromise and Settlement Agreement on behalf of the corporation. (C) That the President and Secretary of the corporation are hereby authorized and directed to execute all additional documentation necessary to effectuate the transaction as contemplated by said Compromise and Settlement Agreement, including, but not limited, a general release, hold harmless and indemnifi- cation agreement, warranty deed to the subject real estate, bill of sale to the subject personal property, and assignment of all receivables. BE IT FURTHER RESOLVED, that the sole stockholder of The Five -B Corporation does also hereby approve and adopt the aforereferenced resolution of the Board of Directors and affirm that the same shall become effective and binding upon the corporation upon the date hereof. 3. Consistent with the provisions of Article IX of the By -laws of the corporation, and upon motion duly made and seconded, the stockholder and directors unanimously agree that the By -laws shall be amended to reduce the number of directors from three to two, and Article II, Section 2, of the By -laws shall be amended to read as follows: ARTICLE I1. BOARD OF DIRECTORS "Section 2. Number. The number of directors shall be two." 4. Upon motion duly made and seconded, the stockholder and directors unanimously agree that in consideration of the release by the Farmers Home Administration of its first mortgage on the property owned individually by LaVerne n. Baxter described as follows, to -wit: The North Half of the Northwest Ouarter (NNW;) of Section Four (4), Township Ten (10) North, Range Ten (10) West of the 6th P.M., Hall County, Nebraska, and the Southwest Quarter of the Southwest Ouarter (SW,SW O of Section 'WWI