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I 82= C3(i~UE GIFFORD-HILL & COMPANY, INC. CERTIFIED RESOLUTION I, the undersigned Secretary of Gifford-Hill & Company, Inc., DO HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted by the Board of Directors of said Company at a meeting duty called and held on November 8, 1982 at which a quorum was present; and that said resolution has not been ih anywise rescinded, annulled or revoked but the same is still in full force and effect: RESOLVED, that the sale by the Company of its PVC pipe manufacturing facilities at Lubbock, Texas and Grand Island, Nebraska to Diamond Plastics Corporation, a subsidiary of Mitsubishi International Corporation, for a price. of $3,000,000 in cash for the fixed assets and the book value in cash of the inventories at such facilities is hereby approved, and the Chairman of the Board, President, or any Executive Vice President or Vice President of the Company is hereby authorized to enter into a purchase agreement with respect to such sale of assets upon the terms set forth hereinbefore and such other terms as the officer executing such agreement may approve, his execution thereof to be conclusive evidence of the Company's approval of the terms and conditions thereof; and further RESOLVED, that the Chairman of the Board, President or any Executive Vice President or Vice President of the Coma any is hereby authorized and empowered to execute deeds to the real properties of the Company located at Lubbock County, Texas and described as follows: tot Two (2), Less West 60 feet; and Lot Three (3), Less Lot Three-A (3-A), Gifford-Hill Addition to the City of Lubbock, Lubbock County, Texas.. and located at Hall County, Nebraska and described as follows: A tract of land comprising of a part of Lot Ten (10}, Farrall Subdivision and part of the North Half (Nl/2) of the Southwest Quarter (SWl/4) of Section Twenty-four (24), Township Eleven (11) North, Range Ten (10) West of the 6th P.M., in Hall County as more fully set forth in a land survey made by Benjamin & Associates, Inc., dated November 22, 1982. In connection with the aforementioned sale of assets and all such bills of sale, assignments, certificates and other instruments as may be necessary or appropriate in order to consummate such sale of assets, and the Secretary or any Assistant Secretary of the Company is hereby authorized and empowered to attest any of the foregoing instruments as may be necessary or appropriate and apply the corporate seal thereto if necessary or appropriate; and further, J