Thor Energy Resources and Subsidiaries - Page 4

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          Thor.  During that meeting S&B's board set a target date of                 
          August 1, 1988, for closing on the management group's purchase of           
          the S&B stock.  The S&B board agreed to meet again on May 17,               
          1988, to discuss the management group's proposal.  S&B's board              
          held quarterly meetings, and these meetings were always held by             
          telephone conference.  The corporate secretary for S&B would                
          prepare minutes of the meeting, and these minutes would be                  
          approved at each subsequent meeting.                                        
               Prior to July 5, 1988, Thor provided the management group              
          with a stand-still agreement that was effective until the                   
          anticipated S&B stock closing in early September 1988.  At their            
          annual meeting held on July 12, 1988, Thor's board of directors             
          discussed and approved the Buyer's offer.                                   
               In a letter dated September 27, 1988, to each of the members           
          of Thor's board of directors, David M. Fender (Fender) described            
          generally the sale of S&B and forwarded to each director a                  
          "UNANIMOUS CONSENT OF DIRECTORS" form seeking consent of Thor's             
          board for Thor to enter into a stock purchase agreement with the            
          Buyer.  In that letter, Fender described the sale price of the              
          S&B stock to the Buyer as $3.3 million (net cash), plus                     
          cancellation of approximately $724,000 of the intercompany                  
          receivable due to S&B from Thor.                                            
               On September 30, 1988, Thor's board of directors authorized            
          the sale of the S&B stock pursuant to the terms of a stock                  
          purchase agreement (SPA), and on October 3, 1988, Thor, as                  




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