Thor Energy Resources and Subsidiaries - Page 9

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          exchange for $3.5 million cash and cancellation of a $724,000               
          intercompany receivable owed by Thor to S&B.                                
               The S&B board of directors held a telephone conference                 
          special meeting on November 14, 1988.  The minutes of that                  
          meeting state:                                                              


               RATIFICATION                                                           
                    Mr. Fender asked for ratification by the Board of                 
               the previous informal discussion after the previous                    
               meeting concerning the declaration on April 29, 1988,                  
               of an asset distribution dividend to the shareholders                  
               of record on May 31, 1988.  The dividend will consist                  
               of the balance classified on the Company's books as                    
               "Intercompany" and will be distributed in the same form                
               and character as it is carried on the Company's books                  
               as of six months from the date of declaration.  The                    
               dividend will be distributed on January 31, 1989.                      
               There will be no adverse tax consequences to Shefferman                
               & Bigelson Company.  Mr. Shefferman made a motion that                 
               the Board ratify the details set out above regarding                   
               the informal discussion after the previous meeting.                    
               Mrs. Fender seconded and the motion carried                            
               unanimously.                                                           
          There were no restrictions, qualifications, or contingencies                
          associated with the payment of the dividend distribution                    
          referenced in the minutes of the November 14, 1988, meeting.                
          Richard Anderson, an accountant who advised petitioner on the S&B           
          stock sale, did not attend or participate in any April 29, 1988,            
          meeting of the S&B board of directors, and there are no minutes             
          of that April 29, 1988, meeting.                                            
               On November 17, 1988, Thor and the Buyer entered into an               
          agreement whereby the Buyer approved, pursuant to section 4.18 of           
          the SPA, the dividend declaration set forth in the November 14,             




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