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y.:: DI: CC 4 01 DI <br />THIS AGREEMENT is made this 11 h day of May, 1993 between <br />FRANK A. ECKHARDT, JR., DAVID F. ECKHARDT and STEVEN A. ECKHARDT. <br />WHEREAS each of the parties owns one thousand shares (1,000) <br />of the outstanding stock of Eckhardt F rms , Inc. ( the Corporation) ; <br />and <br />WHEREAS the parties have absolutt i trust and confidence in each <br />other, and an ability to work together for their common good; and <br />WHEREAS the parties recognize t iat the continuation of such <br />trust and confidence is essentia L to the success of the <br />corporation; and <br />WHEREAS the parties desire to reduce to writing their <br />expectations and intentions concerning the conduct of the affairs <br />of the corporation; and <br />WHEREAS the parties desire to p omote their mutual interests <br />and the interests of the Corpor tion by imposing certain <br />restrictions and obligations with respect to its shares; <br />THEREFORE THE PARTIES AGREE AS FOLLOWS: <br />1. Devotion of Time. Each of the parties will devote his <br />full time and effort to the business of the corporation. <br />2. Compensation. Each of the parties shall be employed by <br />the Corporation with such duties and at such salaries as the Board <br />of Directors may determine. The parties will be generously <br />compensated for their time and effort through salaries, directors' <br />fees, fringe benefits, dividends and other means. <br />3. Directors. Each of the pa <br />serve as a director of the corporati <br />vote their shares of stock so that e <br />elected as a director. The number of <br />shall neither be increased nor decrea: <br />three parties. <br />4. Business Opportunities. I <br />become aware of a business opportuni <br />presented to the corporation. The cox <br />within which to take advantage of suc <br />if it does not do so, the party sugg& <br />entitled to personally take advantage <br />further obligation to the corporation <br />F IGMECKHARMSHAREHOL.ACM 1 <br />ties, or his nominee, shall <br />in, and the parties agree to <br />Bch party, or his nominee is <br />directors of the corporation <br />ad without the consent of all <br />any of the parties should <br />:y, such opportunity will be <br />)oration will have sixty days <br />Z corporate opportunity, and <br />ting the opportunity will be <br />of such opportunity without <br />