SolarAttic, Inc.

Minutes of Annual Stockholders Meeting 1998

Copies of all product literature, minutes from last year's annual meeting and the
1997 Leininger Financial Audit Report were available to stockholders. A copy of the
company's current prospectus and the company's web site were available for review.

In addition, and for reference purposes, Minnesota Statute 302A, the Minnesota
Business Corporation Act was available along with Robert's Rules Of Order and
other reference materials such as Securities Laws. Meeting slides are attached.

There was no old business.

Approval Of Agenda
The meeting agenda was presented and the Chairman stated that no additional
business had been brought up before the meeting. There being none, the Chairman
asked if there was a motion to accept the agenda as it stands without any further
modification. Dick Wiese made the motion: "There being no requests for additions
to the agenda prior to this annual meeting, the agenda shall hereby be approved as
presented without any changes."Larry Matthews seconded the motion. There was
no discussion and the motion was unanimously approved.

Approval Of Minutes
The waiver of reading of last year's minutes was the next order of business. The
Chairman noted that last year's minutes had been mailed to all stockholders shortly
after last year's meeting and then offered to entertain a motion to accept last year's
minutes as written without reading them aloud. Larry Matthews made the motion:
"That the minutes of the last stockholder's meeting which was the Annual
Stockholder's Meeting held on 2/13/97 be approved as written and without being
read aloud (waiver of reading them aloud)."Dennis Chuba seconded the motion.
There was no discussion and the motion was unanimously approved.

Approval Of Company Business
The chairman then offered to entertain a motion to approve last year's activities of
the company. Dick Wiese made the motion: "That all purchases, contracts,
contributions, compensations, acts, decisions, proceedings, elections, and
appointments by the Officers or Board of Directors during 1997, and all matters
referred to in the Stockholder letters for the Fiscal Year ending 12/31/97 be and the
same hereby are approved and ratified."Larry Garde seconded the motion. There
was no further discussion and the motion was unanimously approved by the
stockholders.

Opening Of Nominations
At this point, the chairman noted that management recommended that Larry
Matthews, Larry Garde and Ed Palmer be reelected as directors for the coming year
and offered to entertain a motion to open up nominations for the board of directors.
Motion was made by Jim Stanley "to open nominations for the board of directors for
the election of three directors to serve for the year of 1998-1999."The motion was
seconded by James Kantorowicz. There was no discussion and the motion was
unanimously passed. The Chairman announced that nominations were open.

5/18/98

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