Minutes of Houston Oil Company of Texas

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thereto including tram railways and proceed to cut and market at the expense and cost of the party of the second part the uncut timber which said party of the second part has the right to cut under this contract and to market all timber then on hand and to pay all expenses resonably attendant upon the doing of any of the said matters including a reasonable compensation to the Agent or Agents so employed and to charge the same to the account of said party of the second part and to apply the rest surplus to the payments herein agreed to be made by the said second party - it being particularly understood that any and all rights herein granted to the said party of the first part shall and will pass to the successors and assigns of the said party of the first part.

This contract shall take effect as of the day of the date hereof and shall be binding upon the respective successors and assigns of the parties hereto.

Witness the corporate seal of the party of the first part hereto affixed - and the signature of its President and Secretary and the hand and seal of the party of the second part hereto set the day and year first above written.

Witness to execution by both parties

Schedule of Lands Acquired

Schedule of lands acquired and to be acquired by the Houston Oil Company of Texas referred to in annexed extract and particularly mentioned in paragraph 1st thereof.

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Acceptance of Proposition of Jno H. Kirby

Thereupon after due consideration the following resolution was presented - seconded - and unanimously adopted.

Resolved that this companydo hereby accept the proposal of Mr. John H. Kirby submitted at this meeting and hereinabove recited - and under the advice and direction of counsel of the company the proper officers of the company are directed to conclude the purchase of the various properties mentioned in schedule "A" attached to the proposal aforesaid - by the issue and deliver to Mr. Kirby of $20,000.00 in fair value of its common stock - and the cash payment provided for in said proposal - and the assumption in such form and manner as may be deemed advisable of the cash payments - maining to be made upon the said properties and as specified in the schedule annexed to the proposal of Mr. Kirby and generally in and about the premises to do such things and execute such investmetns in the name of and under the seal of the company as may by counsel reasonably devised therefor - and -

Resolved that this company do accept the offer of Mr. Kirby to contract for the purchase - cutting and removal from the lands to be acquired by it of the yellow pine timber thereon of the dimensions in said contract provided up to 8,000,000,000 feet for the aggregate sum of $38,250,000 under a contract the form of which is annexed to said proposal - and -

Resolved that in case this company should not acquire all the lands set forth in said schedule - and shall be unable to deliver the whole 8,000,000,000 feet of lumber therein contracted for, that the said Kirby shall only be entitled to such merchantable timber up to the amount herein named as this copany shall be able to furnish and that there shall be no charges assessed against this company for its failure in that regard.

Offer to Purchase Southern Oil Co

Thereupon the following resolution was presented seconded and unanimously adopted - Mr. Henry T. Kent not voting.

Whereas it is deemed advisable for the interests of the Houston Oil Company of Texas to purchase the properties of the Southern Oil Company a corporation duly incorporated under the laws of the state of Texas - with its chief office at Corsicana Texas.

Wherefore be it resolved that the Houston Oil Company of Texas does hereby offer the Southern Oil Company one million dollars ($1,000,000)

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in cash for all of its oil wells being some 115 more or less and the production thereof with all pumping stations and appliances incident to the operation of said wells together with all lands held in fee or by lease wherever situated together with all other properties of the Southern Oil Copmany of every nature and description except the bills and other obligations payable to the Southern Oil Company up to the date of transfer of said properties.

II - The Southern Oil Copany to pay all of its debts and oblications. This company will in no wise assuming the obligations thereof except as to contracts for rentals and leases - contracts for supplies or otherwise the results of which go to the Houston Oil Company of Texas and the payment of which said Houston Oil Company will assume.

III - The production of oil up to and including the date of transfer of the possession of property shall belong to and be the property of the Southern Oil Company and all expenses up to said date to be paid by the latter company.

IV - This offer is made subject to an examination of the titles to all property upon which wells are being operated and within what is known as the developed district.

Note: Mr. Henry T. Kent having stated that he was an officer of the Southern Oil Company and requested to be excused from voting on said resolutions or considering same was duly excused and did not participate in the consideration of the vote on same.

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Thereupon the following resolution was presented providing for form of stock certificate duly seconded and unanimously adopted.

Forms of Preferred and Common Stock

Resolved by the Board of Directors of the Houston Oil Company of Texas that the following forms of common and preferred stock be and the same are here by adopted.

Temporary Certificate

Incorporated under the laws of the state of Texas Number Shares Houston Oil Company of Texas Capital stock $30,000,000

Preferred $10,000,000 Common $20,000,000

This certifies that __________________ is the holder of ___________shares of the par value of One Hundred Dollars each of the Common Capital stock of the Houston Oil Company of Texas Full paid and non assessable Subject to all the rights and preferences of the Preferred Stockholders as set forth in the Charter and Bylaws of the Company and transferable only on the books of the Company in person or by an attorney on surrender of this certificate properly endorsed. Witness the seal of the Company and the signature of its President and Secretary at Houston, Texas the _______ day of ________.

__________ __________ Secretary President

$100