Estate of Albert Strangi - Page 8

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          execute the Stranco shareholders’ agreement, bylaws, and a                  
          Consent of Directors Authorizing Corporate Action in Lieu of                
          Organizational Meeting that was effective as of August 12, 1994.            
          They also executed a Unanimous Consent of Directors in Lieu of              
          Special Meeting to employ Mr. Gulig to manage the day-to-day                
          affairs of SFLP and Stranco, dated August 12, 1994.  Stranco                
          never had formal meetings.  All corporate actions were approved             
          by unanimous consent agreements in lieu of actual meetings.  On             
          August 18, 1994, McLennan Community College Foundation accepted a           
          gift of 100 Stranco shares from decedent’s children “in honor of            
          their father”.                                                              
               From September 1993 until his death, decedent required                 
          24-hour home health care that was provided by Olsten Healthcare             
          (Olsten) and supplemented by Stone.  During this time, Stone                
          injured her back.  This injury resulted in Stone’s having back              
          surgery, and SFLP paid for the surgery.  On October 14, 1994,               
          decedent died of cancer at the age of 81.                                   
               On December 7, 1994, Peter Gross, an attorney from the law             
          firm of Prager & Benson, P.C., as a representative of decedent’s            
          estate, requested that Texas Commerce Bank (TCB), successor in              
          interest to Ameritrust, resign as coexecutor of decedent’s                  
          estate.  The Strangi children also requested that TCB decline to            
          serve as coexecutor and agreed to indemnify TCB for claims                  
          related to the estate if it declined to serve as coexecutor.                

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