1 2 3 4 5 6 7

SolarAttic, Inc.

Minutes of Annual Stockholders Meeting 1998

The following 20 stockholders were represented by proxy:
Alliance Academy
Harald Birkeland
Lee M. Berlin
James R. Cargill II Trust
Lorraine Edberg
Bill Fredell
Matvey Gezunterman
Larry Hickman
Clement C. Johnson
Terry Kelsey
Jerome Kleven Trust
Steven & Marie Krueckenberg
Barbara Lepse
Elizabeth Jane & Michael Messina
Dmitry Mogilyansky
Jacqueline L. Palmer Trust
Raymond Schuster
Norman Shultz
Frank Stepanek
Mark & Jean Williams


Twenty-six shareholders representing 11.7% of the total shares outstanding were not
represented at this stockholder's meeting. The shares represented in person were
62.8% of the total shares outstanding. The shares represented by proxy were 25.5% of
the total shares outstanding. In total, 88.3% of shares outstanding were represented
at the stockholder's meeting in person or by proxy. This was up from last years'
80.9% representation. It was the best attendance to date in the company's history.


Call To Order


The Chairman called the business meeting to order at 7:10 p.m. and announced that
the people present in person and by proxy constituted a quorum in accordance with
the Corporation's Article's & By-Law's and were authorized to vote all of their
shares (34% minimum of the total shares outstanding are required for a quorum).


The Chairman announced that the purpose of the meeting was to: a) Elect three
directors to serve for the following year, b) Update the Articles & By-Laws; c) Provide
an annual management report to shareholders; and, d) Provide an opportunity for
investors to get their questions answered. After the stockholders' meeting, the
directors-elect will elect officers for the coming year.


The following corporate records and documents were made available for review:
Corporate Articles; By-Laws; Stock Ledger; 1997 Financial Records; Financial Records
from Prior Years; Stockholder Minutes & Records; and, Director's Minutes &
Records. All of the company's current products were available for review.

5/18/98

Page 2 of7

-- SolarAttic's Attic Solar Pool Heater Home Page