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!3 <br />Board Meeting Minutes <br />Randall & Blake, Inc. <br />Rick Randall • Pamela Randall • Eric Reger <br />Marge Cocchiarella • Jeff Croll • Randy Maher <br />Todd Williams • Jeff'Kahler <br />I) The meeting was called to order at 2:00 p.m. on Thursday, December 11, 1997. <br />A) Rick motioned to approve the minutes of the last meeting on July 21, 1997. Marge <br />seconded the motion and all were in favor. <br />10 <br />B) Rick welcomed Dave Burnley, Jeff Kahler and Mark Kerr to the board. (Mark <br />Kerr was not present) <br />II) Financial report of RBI and its subsidiaries: Jeff Kahler <br />A) Receivables: <br />1) The bonding company will discount $1.7 million of receivables <br />because they are over 90 days. Our retentions are also high. <br />2) Rick requested a report from the V.P.'s: What are you doing about <br />receivables and retainage? <br />III) Status report on pending legal issues. <br />A) RBI vs. Quatman: Looks like it could be bad. <br />B) RBI vs. Singer: Will cost us over $100,000. <br />C) RBI vs. Lyons: Still in early stages, not status yet. <br />D) RBI vs. LeCroix: Referring to pay collection. <br />E) RBI vs Jr. Canon: On going collection, received payment of $50,000. <br />F) RBI vs. Jones Bros.: Collection suit pending. <br />G) LRI vs. Jones AML: Collection suit pending. <br />IV) Buys Sell agreement for RBI and its subsidiaries, the creation of an and misc. stock/board <br />business. <br />A) Different advisors are encouraging us to get rid of the ESOP. Carl Vevjoda thinks <br />it could be fairly simple but there are a couple of questions that need to addressed. <br />B) Public offering and the formation of an S-Corp. <br />C) We should have different classes of stock: voting/non-voting <br />- RBI Board Minutes Page 1 -