MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS
FOR NOVEMBER 27, 1998
Equity Growth Systems, inc.
A publicly held Delaware corporation
Minutes of Special Meeting of Board of Directors
A special meeting of the Board of Directors for Equity Growth Systems, inc. (the "Board" and the "Company,"
respectively), was held by telephone conference on November 27, 1998, at 10:30 A.M., after provision of
notice to all members by telephone and facsimile transmission. A copy of such notice is appended hereto as
exhibit "A". All exhibits were provided to the participants by facsimile transmission.
The following Directors were present at the telephone conference meeting held on November 27, 1998: Mr.
Scimeca, Mr. Joffe, Ms. Field, Mr. Chamberlin.
The following Directors were absent: Mr. Edward "Ted" Granville-Smith. Unable to attend for health reasons.
The meeting was called for the following purposes:
1) ratification of agreement dated May 6, 1998 for service rendered by Carrington Capital Corporation; and
2) the approval of subscription agreements and direction to General Counsel to issue opinion letters for transfer
of stock upon payment for stock by each subscriber; and
3) authorization to Yankee Companies and certain directors to compromise certain debts and liabilities of the
4) authorization for the transfer of 50,000 shares of the company's common stock to the Yankee Companies for
reimbursement for stock transferred by the Calvo Family Spendthrift Trust to Carrington Capital Corporation, for
the benefit of the Company.
1. On May 6, 1998, the Company entered an agreement with Carrington Capital Corporation for services
agreeing to transfer 50,000 shares of .01 common stock as follows: 25,000 shares as of May 6, 1998, and an
additional 25,000 shares once trading of the shares commenced on the OTCBB. The stock began trading on
November 18, 1998. This agreement should be ratified by the Board of Directors. Agreement is attached as
2. At Mr Gran