Sid Paul Ruckriegel - Page 14

                                       - 14 -                                         
          Directors and Partners’ Minutes                                             
               Sidal                                                                  
               For each Sidal promissory note, petitioners, in their                  
          capacities as the directors of Sidal, executed minutes of a                 
          “Special Meeting of the Board of Directors of Sidal, Inc.”, which           
          purported to be the minutes of a board of directors meeting to              
          authorize (1) the borrowing from each petitioner and (2) the                
          promissory note to each petitioner.  In each case, the specified            
          date of the board of directors meeting was the effective date               
          appearing on the corresponding promissory notes.                            
               Paulan                                                                 
               Petitioners, in their capacities as the sole general                   
          partners of Paulan, executed “Minutes of the Special Meeting of             
          the Partners of Paulan Properties” specifically authorizing the             
          following loans: (1) the wire transfer payments reflected in the            
          promissory notes of $1 million from each petitioner to Paulan,              
          dated December 18, 1997, (2) the $250,000 check to Sidal, dated             
          December 31, 1999, reflected in the promissory notes of $125,000            
          from each petitioner to Paulan, dated April 20, 1999, and (3) the           
          $525,000 check to Sidal, dated November 17, 1999, reflected in              
          the promissory notes of $262,500 from each petitioner dated                 
          November 12, 1999.  The partners’ minutes authorizing those three           


               14(...continued)                                                       
          of $250,000 on Apr. 20, 1999, and $525,000 on Nov. 12, 1999.                





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