Notice to all Members
The 2001 Annual Meeting will take place on June 5, 2001 at 4pm at the Cooperative Resources, Inc. Headquarters building on 620 Tenney Mountain Highway in Plymouth, NH.

Agenda for Meeting
1. Secretary's report of the members present
2. Reading of the notice of meeting by the Secretary
3. Reading of the minutes of the previous annual meeting for approval by the members and taking necessary action on those minutes
4. Presentation and consideration of, and actions upon report of Officers and Directors.
5. Presentation of results of the Board of Directors' election
6. Unfinished business
7. New business
8. Adjournment

Posted 3/7/01

Attention all members of Cooperative Resources Inc.:

In anticipation of our third annual meeting to be held in June, resumes are now being solicited from members interested in serving on your Board of Directors for the review of the Nominating Committee. There are two positions on the Cooperative Resources Board of Directors which will be elected for a three year term.

The Nominating Committee will be meeting at the end of March. Those members wishing to submit their resumes to the Nominating Committee must have them at the Cooperative Resources Office at 620 Tenney Mountain Highway in Plymouth or e-mail to info@coopresources.net by March 30,2001 at 4:30 PM. Any member interested in running for this elected office may also submit a petition with the signatures of fifteen (15) or more members by April 21, 2000 and the Secretary shall post the petition in the same place as those nominated by the Nominating Committee. The Secretary shall insert on the mail ballot for the annual meeting the names of all those nominated

Managers Report

This document is prepared for the 2001 Annual Meeting to explain the current operations and strategies of Cooperative Resources Inc..

The year 2000 will be associated with the Internet and the Tech Boom & Bust for many years. Our Cooperative was affected by that cycle but largely by perception.

The charts show, our membership has declined but mostly due to the "free Internet" contracts sold by the large chain stores and less significantly by the free ISP's which are now dying or selling any and all user information in their possession to remain alive. Our "friends and neighbors" program has been very successful and we expect to recapture any shrinkage and grow vigorously this Fall. Many members have benefited from our "High School Tech" program that delivers free labor on repairs of members machines.

The direct threats of Cable and DSL being deployed to our rural areas are some where in the future, not on the immediate horizon. The DSL Companies "Vitts" and "Northpoint" demonstrate by their bankruptcies the difficulty of deploying "broadband" to the population.

We still operate the leanest machine in the industry with your General Manager and two or three part-time High School and College students staffing your cooperative. There are, however, three significant events approaching that will impact our operations and our viability as a Cooperative.

The first event is the end of our contract with Adelphia, which ran for the last 30 months and expires on June 15, 2001. Adelphia does not, want to rewrite the contract, they want us off their system. We have signed a new agreement with FCG Networks of Londonderry, NH . This company bought Cyberport in 1998, when we signed with Landmark/Adelphia, and they have done a good job of operating a dial-up. Now, our connection will go south to Manchester rather than hop to Littleton and then to Conway. Reliability will be improving, and service will get better, just like its' supposed to do in the "new economy". Some of our wholesale cost will be dropping and we will still be bundled with local dial-up numbers and an 800 number tech support. This should increase our gross margin from the $3500 that we have been operating on. This is good news, but in reality with, rent, insurance, phone, advertising and salaries we still may be too lean to remain in the Cooperative structure.

The "next big thing" is that our lease on Tenney Mountain Highway expires in July. We had 30 months of prepaid rent and now it's over. We could not afford to rent a location as prime as this and it would not be justifiable for just a billing office. We are going to relocated to "The Olde Furniture Barn" on the Fairground Road in Plymouth. First, because our manager is offering the space for whatever rent that we can afford. Second, we can start an Online Auction Service from the Barn.

Third, because another Company is putting up a "cell phone tower" across the road from the Barn and we are going to rent space on the tower to develop "wireless Internet access".

Executive Summary

Our development of "wireless Internet Access" is the third significant event and the biggest news to hit the industry since "cell phones" stole market share from the telephone companies. This method of delivering bandwidth to "the last mile" by- passes local phone lines and enables desktop PC's to speak directly to large T1 lines running from the cell phone tower to our wholesaler in Manchester. The speed is phenomenal and the reliability is remarkable. We, here at the Coop Resources Building, currently have all our machines connected by "wireless" to the T1 at the New Hampshire Electric Coop building.

The development of this wireless access requires investment capital for the expenses of tower rent, T1 rent, broadband rent and the equipment to send and receive signals that will be located in a closet at the base of the tower. Preliminary estimates are in the range of $25,000 initial outlay and a carrying cost of $2500 per month. The risks are considerable and, as with all Internet and electronic equipment, depreciation is rapid with a new "improved generation" on the shelves by the time you get your equipment installed.

As most of you remember, getting into this business was an expensive venture and our Directors were able negotiate us out of debt and losses in 1999 but your Board of Directors is unanimous on not incurring debt to develop this new access. As it is, we now operate with a negative cash flow and our efforts are subsidized with funds ventured by our Manager. However, we will have the Tower rent covered by the development of the auction business and our new wholesaler has agreed to subsidize our initial needs for bandwidth. Our Manager is also requesting information on grants from local banks to offset the equipment expense.

The Directors are also considering a merger or sale of the Cooperative into a Limited Liability Corporation as a more appropriate vehicle to move forward into this new economy.

The Board of Directors and the Staff want to express their appreciation to you, the members, for taking the time to become familiar and participate in the governance and decision making of your Cooperative.

Thank you

Cooperative Resources Inc.

Report of the Nominating Committee

April 27, 2001

We, the members of the Cooperative Resources Inc. Nominating Committee, waive a meeting but have reviewed the Packet of information on the operational and strategic positions of the Cooperative. After these presentations and explanations of the business and affairs of the Cooperative and a review of the only two résumés received for the 2 positions of Director, we recommend the following:

The nomination of :

Ralph Oliver
And Thomas McGlauflin

For election to 3 year terms.

Nominating Committee Members

______________________________
Mary Dragon

______________________________
Keyle Mabin

______________________________
Carol Kenneson

______________________________
Leslie McIver

______________________________
Chris Mumford
______________________________

Cooperative Resources Inc.

2000

Ballot Tally Summary

Candidate # of votes % of total cast

Thomas McGlauflin 64 87%

Oliver, Ralph 60 82 %

Total Votes Cast 73 100 %

Two blank votes cast. Six ballots undeliverable.

Total Membership May 14, 2001 ….. 628

Membership participating in this Election……………….11.6 %

I certify that the above is a true and accurate tally of the ballots submitted for counting on May 28, 2001 at the Cooperative Resources Inc. headquarters building on Tenney Mountain Highway , Plymouth, New Hampshire.

______________________________ Gloria Rainwater Chairman, Teller’s Committee