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Minutes of Annual Meeting of Stockholders


SolarAttic, Inc.

February 12, 1998

The annual meeting of stockholders of SolarAttic, Inc was held at the company's
corporate headquarters located at 16820 Highway 10, Suites 130-140, Elk River, MN
55330.


From 6:00 p.m. to 7:00 p.m. was set aside as a social time with the following
opportunities: Touring the new facilities; Meeting other stockholders; Viewing the
pool heater sales video from Florida; and, Meeting and talking with officers.


The business meeting was presided over by Ed Palmer, President, who chaired the
meeting, and Ed Palmer (also Secretary) kept the record of the meeting. People in
attendance totaled 20 which included 18 stockholders and 2 guests.


Attendance

The following 19 stockholders were represented in person:
Ed Palmer for EJ Partners, Ltd.
Geoffrey Burton of Burton & Associates LLC
Michael Brezman
Donna Lee Carpenter
Dennis Chuba
Harlan Jacobs for Genesis Business Centers, Ltd.
Larry Garde
James Kantorowicz
Jeff Kelsey
Cliff Lundberg
Larry Matthews
William Matthews for Solid Rock Church
Gladys Olmsted for the Olmsted Trust
Svetlana Shubinsky
Jim Stanley for The Stanley Group
Jim Stanley
Mark Stipakov
Beverly White
Richard & Jean Wiese

The following guests were present:
Bernhard Kinsky (guest of Svetlana Shubinsky)
Hassan Saffouri (guest of William Matthews)


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