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SolarAttic, Inc.

Minutes of Annual Stockholders Meeting 1998

The last major bullet was the move into the new Elk River Business Center and the
switch to a full operating entity (out of the developmental stage). Several other
accomplishments were pointed out on the next slide.


A discussion of the state fair marketing test was next. It was pointed out that, for the
first time ever, product was sold at the state fair. 1997 was the third year in a row in
which people wanted to buy product directly from the booth. In addition to several
sales, the SolarAttic Ridge Ventilator received a good product reception from the
public.


Actual product sales during 1997 were discussed in the next few slides. 1997 saw a
31.7% increase in gross revenue and historical PCS1 shipments reached 165 units. It
was noted that there have been no significant warranty issues to date and that the
very first unit shipped had been retrieved and still tests good. GAAP audited
financials were discussed next. In a final look back at 1997, the chairman pointed
out that 1997 was designated the "Breakaway Year" in which the company would
become an operating entity. The chairman noted that the company had made it. A
speculative look at the company's 1998 sales potential was next.


Both the chairman and the VP of marketing and sales indicated that sales could
easily come in the range of $500-600K. The chairman then showed a slide that
modeled cash flow for 1998 based upon that potential level of sales.


A strategic plan for 1998 was then discussed which focused on two major areas: A)
Expanding sales via dealerships and B) A direct public stock offering. Some other
specific objectives for 1998 were then discussed.


The chairman discussed the company's Internet site and how it was set up to help
accomplish sales objectives for 1998. Sales and marketing strategies were discussed
next along with some key events expected in 1998. The chairman noted that many
areas of the company's objectives were resource sensitive and the exact outcomes
would not be easily predicted. The chairman then turned the meeting over to Jim
Stanley, VP of marketing and sales. Jim made a fifteen minute verbal presentation
of sales issues and discussed where we have been and where we are headed.


The chairman and the VP of Marketing then spent about ten minutes answering
specific stockholder questions. The management presentation ended at
approximately 9:10 p.m.


Adjournment
There being no further business or discussion, the chairman offered to entertain a
motion to adjourn. Dick Wiese made the motion to adjourn the annual
stockholder's meeting and Jeff Kelsey and Geoff Burton seconded it. The motion
was unanimously approved and the meeting was formally closed at approximately
9:12 p.m.

5/18/98

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