MINUTES OF ORGANIZATIONAL MEETING OF INCORPORATIONS

OF

IMMACULATE CONCEPTION FOUNDATION, INC.

The organizational meeting of incorporators of IMMACULATE CONCEPTION FOUNDATION, INC. was held on the date and at the time and place set forth in the written Waiver of Notice signed by the incorporators, fixing such time and place, and prefixed to the minutes of this meeting.

There were present the following:

Names of Incorporators

A. Adalberto Henriquez

The meeting was called to order by A. Adalberto Henriquez it was moved, seconded and unanimously carried that A. Adalberto Henriquez act as chairman and act as secretary.

The chairman then stated that all of the incorporators of the corporation were represeneted.

The chairman noted that it was in order to consider electing a board of directors for the ensuing year. Upon nominations duly made, seconded and unanimously carried, the following were elected:

A. A. ADALBERTO HENRIQUEZ

B. Felix Espinal

C. Juana Hernandez

D. Magalis Chadwick

E. Rogelio Manrique

F. Antonio Garcia

G. Ricardo Puello

H. Tony Moreno

I. Carlos Bedoya

J. Margarita Henriquez

K. Henry Bursian

L. Carlos Pereya

To serve until such time as their successors are appointed and qualify.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned.

Incorporators

<SIGNED> A. ADALBERTO HENRIQUEZ

WAIVER OF NOTICE OF
ORGANIZATIONAL MEETING OF BOARD OF DIRECTORS

OF

IMMACULATE CONCEPTION FOUNDATION, INC.

We, the undersigned, being all of the Directors of IMMACULATE CONCEPTION FOUNDATION, INC., severally waive notice and call of the time, place and purposes of the organizational meeting of the Trustees of IMMACULATE CONCEPTION FOUNDATION, INC., and do herby consent that the time and place for holding said meeting shall be 7:30 o'clock p.m. on the 22nd day of November, 1998, in the City of Cocoa, State of Florida and do herby further consent to the transaction of such business as may lawfully come before said meeting, including the adoption of Bylaws.

DATED this 8th day of December, 1998

<SIGNED> A. ADALBERTO HENRIQUEZ

<SIGNED> Felix Espinal

<SIGNED> Juana Hernandez

<SIGNED> Magalis Chadwick

<SIGNED> Rogelio Manrique

<SIGNED> Antonio Garcia

<SIGNED> Ricardo Puello

<SIGNED> Tony Moreno

<SIGNED> Carlos Bedoya

<SIGNED> Margarita Henriquez

<SIGNED> Henry Bursian

<SIGNED> Carlos Pereya