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AGREEMENTS <br />SECTION 1 <br />Special Provisions <br />1.1 It is agreed and understood among all of the Stockholders, in their capacities as such, <br />that, unless and until they agree to the contrary: <br />1.1.1 The officers of the Company shall be as set forth below: <br />a. President: Jesus M. Gomez <br />b. Executive Vice President: Roy Rodriguez <br />C. Vice -President: Richard M. Gomez <br />d. Vice -President: Javier Hermida <br />e. Secretary/Treasurer: Mary V. Tatum <br />1.1.2 The Company shall have two (2) or more directors, all of whom shall remain in <br />office unless and until replaced by the majority vote of the Stockholders. The directors <br />for year 2006 are Jesus M. Gomez, Roy Rodriguez, and Mary V. Tatum. <br />1. 1.3 The signature of two officers shall be sufficient to bind the Company in <br />connection with any transaction involving any one of the Company's bank accounts. <br />1.2. All of the following actions shall specifically require the unanimous vote of the <br />Board of Directors: <br />1.2.1 Creating, issuing, assuming or permitting to exist any indebtedness or other <br />liability for borrowed money whether or not evidenced by notes, bonds, debentures or <br />similar obligations. The foregoing shall not apply to open lines of credit used by the <br />Company in the ordinary course of its business; <br />1.2.2 Creating, issuing or permitting to exist any encumbrance on any of the <br />Company's assets, tangible or intangible, whether now owned or hereafter acquired; <br />subjecting any of such assets to prior payment of any other indebtedness, whether by <br />subordination agreement, transfer of assets, or otherwise; acquiring any property subject <br />to mortgage, conditional sale or other title retention arrangement; selling, assigning, <br />pledging or otherwise disposing of any accounts or notes receivable as a secured <br />transaction. The foregoing shall not prohibit: (i) liens for taxes, governmental charges, or <br />claims not then required to be paid; (ii) liens or other transactions incurred in the ordinary <br />course of business in a manner historically consistent with the prior practices of the <br />Company; <br />1.2.3 Selling, leasing, transferring, or otherwise disposing of all or substantially all of <br />the Company's property and assets; <br />Page 2 <br />