On January $15,2002,$ the monthly meeting of the Morris Manufacturing Company's Board of

Directors was held at the company's offices in Hamilton. All four directors were present. From the

chair, Charles Blake, the president of Morris Manufacturing began the meeting by informing the

directors of the background of negotiations with the Dayton Electric Products Corporation. Dayton

was a manufacturer of heavy$-$duty industrial equipment, and the home office and principal

manufacturing facility was located in Vancouver.