CONSENT AGREEMENT OF THE BOARD OF DIRECTORS
RAIKE FINANCIAL GROUP, INC.
IN LIEU OF A MEETING
The Directors of RAIKE FINANCIAL GROUP, INC. hereby agree in lieu of a formal meeting of the Board of
That the Articles of Amendment filed with the Secretary of State to amend Article II of the Articles of
Incorporation are hereby adopted by the Board of Directors as filed and effective as of July 31, 2001.
That the Corporation shall have the authority to issue not more than 20,000,000 shares of Common Stock of a
single class, which shall have unlimited voting rights and be entitled to receive the net assets of the Corporation
That the Corporation shall issue not more than 250 Units, consisting of a total of 250,000 shares of Series A 7%
Cumulative Convertible Preferred Stock and 625,000 Class B Warrants for a total of $2,500,000.
That the minimum investment is one unit or $10,000, subject to the discretion of the Corporation to accept
investments for a fractional unit.
That each unit shall consist of 1,000 shares of the $10.00 Series A Preferred Stock par value $0.01 and 2,500
Class A Warrants and 2,500 Class B Warrants.
That the subscriptions for the above shares are payable in cash, bank check, or wire transfer, in full, to the order
of RAIKE FINANCIAL GROUP, INC. Proceeds from the sale of the Units will be placed in a segregated
account and released to the Corporation's general account upon acceptance of each respective subscription.
Other than recission rights under applicable state law, a subscription is irrevocable.
That the offering period will last until December 31, 2001 unless otherwise extended by the Board of Directors to
a date not later than March 31, 2002.
That the Series A Preferred Stock will pay a cumulative annual dividend, out of net profits, of $0.70 per share
payable every six months at $0.35 until conversion or redemption. The initial semi-annual dividend payment shall
be for the period commencing with the acceptance of an in