Richard C. and Hattie M. Martin - Page 4




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          with the State of California.  Originally, the name of the                  
          corporation was Motor Motion, Inc.  On July 11, 1988, the name of           
          the corporation was changed to Cola Performance Products, Inc.              
          (Cola, Inc.).  Cola is an acronym for Crankshafts of Los Angeles.           
               The first organizational meeting for Cola, Inc. was held on            
          July 22, 1988.  The minutes for that meeting (prepared by Mr.               
          Treadwell) reveal:  (1) Corporate bylaws were adopted; (2) Raul and         
          Richard were elected directors of the company; (3) Raul was elected         
          president, and Richard was elected secretary/treasurer and chief            
          financial officer; (4) 200 shares of stock were authorized to be            
          issued and sold (100 shares to Raul and 100 shares to Richard)  at          
          a price of $25 per share; and (5) the company was authorized to             
          establish a bank account with Union Bank.                                   
               Shortly after the company was incorporated, Richard learned            
          that Raul would be financially unable to contribute to the business         
          because of a dispute with his prior business partner.  In the               
          latter part of 1988, Richard discussed this situation with his              
          accountant, Sam White (a partner in the accounting firm of Deloitte         
          & Touche), and the controller of his drywall company, Sandy                 
          Hemphill.  They recommended that as long as Raul could not                  
          financially contribute to the business, the business should be              
          operated by Richard as a sole proprietorship.                               
               No corporate stock was ever issued.                                    







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