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~. ~ . . 6ì¡AÞ DEER\VOOD WATER JNVESTMENT PARTNERSHIP RESOLUTION AUTHORIZING THE CONVEYANCE OF STOCK IN ELIM WATER COMP A.NY, INc., THE EXECUTION OF A POWER OF A TIORNEY IN CONNECTION THEREWITH, AND THE RA TIFICA TION OF OFFICIAL ACTS. WHEREAS, Deerwood Water Investment Partnership ("Partnership") is a Texas general .- partnership created, existing and doing business under the Texas Uniform Partnership Act which, in the ordinary course of its business, has invested in certain debentures and! or capital l stock issued by Elim Water Company, Inc. ("Elim"); and WHEREAS, prior to the conversion of outstanding Elim debentures to common corporate stock, the Partnership was the owner of two shares of Elim common stock represented by Stock Certificates Nos.: 8 and 10 and the owner of Debenture Nos. 17, 19, 21, 22 and 23, issued by Elim in the principal amount of One Thousand Dollars ($1,000.00) each, with one-half (~) of said Debenture No. 23 having been distributed to Ruth Ann Hoch; and WHEREAS, the Partnership acknowledges that on or about September 26, 1996, Elim converted Debenture Nos. 17, 19, 21, 22 and 23 to common stock, resulting in the Partnership's ownership of a total of six and one-half (6~) shares of common stock in Elim, which o\vnership is free and clear of any encumbrances or liens and constitutes the only mterest in Elim owned possessed or controlled by the Partnership; and WHEREAS, the Partnership has previously appointed Linda Vetters as its managing partner for the purpose of managing and distributing all partnership assets; and WHEREAS, the City of San Marcos ("City") has proposed to purchase, on its own behalf or by and through a not for profit entity or entities to be designated by the City, all of the aforesaid interests in Elim owned by the Partnership for the purchase price of Four Thousand Two Hundred Fifty ($4,250.00) per share or a total of Twenty-Seven Thousand Six Hundred Twenty- , Five Dollars ($27,625.00), and WHEREAS, the Partnership desires to sell all of its interests in Elim which it presently O\vns as proposed by the City. THEREFORE, Deerwood Water Investment Partnership resolves as follows: (1) The conversion ofElim Debentures Nos. 17, 19, 21, 22 and 23 to cornmon stock is hereby consented to, approved, ratified and conImned. (2) That Linda Vetters shall continue as managing partner of the Partnership. 1