MINUTES OF THE MEETING

OF THE
PRIDE ENTERPRISES BOARD OF DIRECTORS

April 27, 2006

PRIDE Enterprises Corporate Office, St. Petersburg

A meeting of the PRIDE Enterprises Board of Directors was held on Thursday, April 27,
2006. Acting Chairman Bill Dresser called the meeting to order at 8:09 a.m.

Board Members present were:

William (Bill) Dresser
Walter (Mike) Hill
Rick Hanas
Jim Reeves
Lawrence Hamilton
Tomas Jimenez
Eddie Jones
Ravindra (Rave’) Mehta (via phone)

Board Members absent were:

Gloria Fletcher
Rebecca Smith
Secretary James McDonough
Carlos Garceran

PRIDE Staff members present were:

Jack Edgemon, President
Peter Radanovich, CFO
Dee Kiminki, Assistant Board Secretary
John Goltz, Operations Specialist
Bob Wignall, Manager, HR & Training

Others in attendance were:

Barry Brown, President, Effective Resources, Inc.
Rosa Carson, Legal Counsel, Florida Department of Corrections
Rick Caton, Gregory, Sharer & Stuart (via phone)
Betty Butchko, former PRIDE Board Member
Robert Sloan, member of general public

Summary:

• Meeting Minutes from January 19, 2006 were approved.

• The SunTrust Bank Proposal was approved to increase the line of credit and
reduce interest rates.

• A Capital Budget increase request for the purchase of semi tractors was
approved.

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 • The Wage and Salary Survey was reviewed and recommended adjustments
were approved.

• The Team Based Incentive Program was approved.

• Executive bonuses for 2005 were approved.

• Amendments to the Articles of Incorporation were approved.

• Bylaw changes were approved and will be adopted at the July Board meeting.

• Officer elections were held to confirm William Dresser as Chairman, Jim Reeves
as Vice Chairman, Mike Hill as Treasurer, and Rebecca Smith as Secretary; all
will serve until the annual meeting in July 2007.

• The Chairman of the Board will appoint Committee Chairs with the exception of
the Finance Committee Chair, who will be the Treasurer.

• It was approved that Rick Hanas will serve as a member-at-large on the

Executive Committee.

• An increase in the Board Honorarium was approved.

Notes:

Bill Dresser made opening remarks, welcoming new Board members Tomas Jimenez
and Eddie Jones.

Mike Hill motioned for approval of the Meeting Minutes from January 19, 2006. The
motion was seconded with all in favor.

Finance Committee Chairman, Mike Hill, delivered the finance report. Mr. Hill
commended the staff for meeting company goals. He then reviewed the financial
highlights, which showed favorable variances in all areas. There was additional
discussion regarding specific issues, such as the impact of hurricanes and the PIE
program.

Mike Hill addressed the SunTrust Bank Proposal which would increase the line of credit
to $5 million and decrease the interest rate one half point. There was discussion
regarding items currently being financed with SunTrust. The Capital Expenditure
increase request was also brought to the table. This request is to purchase five semi
tractors rather than incurring the additional expense to lease them. Jim Reeves
motioned for approval of both the Bank Proposal and the Capital Expenditure increase.
The motion was seconded with all in favor.

Bob Wignall, Manager HR and Training, and Barry Brown, President, Effective
Resources, Inc., joined the meeting at 8:45 a.m.

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Lawrence Hamilton, Chairman of the HR Committee provided a report on the Wage and
Salary Survey. The Committee approved the recommendations on Page 27a - 3a, i, ii,
and iii which state:
i) Increase supervisor salaries so that the minimum of the range is $30,200,
which is the starting salary for a certified corrections officer.
ii) Increase truck driver salaries from current range of $11.50--$12.50 to new
range of $13.50--$14.50.
iii) Increase all other employee salaries to reference market minimum; exclude
four executives (President, two Vice Presidents, and CFO); and do not
exceed $229,000.
Mr. Hamilton asked for approval, the motion was seconded with all in favor.

Mr. Hamilton continued by addressing the Team Based Incentive Program on page 27b.
This program would effectively change from a bonus plan to an incentive plan for all
employees, except those on commission or part time. The HR Committee had agreed
with the plan and Mr. Hamilton motioned for acceptance. Jim Reeves added that the
Finance Committee asked for the deletion of the wording to “provide the Board with the
ability to assign company goals and objectives designate target incentive percentages
and authorize payment of incentive amounts.” The amended motion was seconded with
all in favor.

Rave Mehta joined via conf call at 8:51 a.m.; Bob Wignall and Barry Brown left the
meeting.

Dee Kiminki, Director of Purchasing, provided an update on the Code of Ethics. She
worked with Mary Hinkle, Director of Internal Audit and Tom Gregory of Gregory, Sharer
and Stuart, to compose the 5 part document. Once complete, every employee and
Board member will be asked to sign. An ethics committee will be formed, chaired by an
ethics officer with a structure for people to report violations. Mike Hill noted that the
Board would provide direction and guidance, not necessarily oversight. All generally
agreed that this was moving in the right direction and a final version of the policy will be
brought before the Board in July.

Rick Caton of audit firm Gregory, Sharer and Stuart joined via conference call at 9:00
a.m.

Rick Caton provided a brief overview of the 2005 Audited Financial Statements which
garnered an unqualified “clean” opinion. The Audit Committee had previously approved
the audit.

Mr. Caton left the meeting 9:20 a.m.

Tomas Jimenez inquired about the Sunshine Law. It was discussed that PRIDE had not
been subject to this law until former Secretary Crosby brought this before the Attorney
General’s office. Discussion continued with the understanding that this law makes it
difficult for PRIDE to conduct business because of the limitations on communication
between Board Members and confidentiality of business discussions. Legal counsel is
compiling information and opinions regarding this issue; the subject was tabled.

Jim Reeves motioned for approval of the 2005 executive bonuses. The motion was
seconded with all in favor.

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There was a break between 9:29 a.m. and 9:49 a.m.

Jim Reeves provided a report from the Governance Committee. Amendments to the
Articles of Incorporation were presented. Mr. Reeves suggested three simple
amendments to the Articles for the Board to adopt. This amendment will be filed with the
Secretary of State with a copy sent to the Governor. Jim Reeves moved to adopt the
changes. The motion was seconded with all in favor.

Rosa Carson joined the meeting at 9:55 a.m.

Bill Dresser welcomed Rosa Carson who was attending on behalf of Secretary
McDonough. Ms. Carson had recently been appointed to general council and stated that
she will now be more involved with affairs between PRIDE and DC. Ms. Carson also
conveyed that Secretary McDonough is very interested in creating more inmate jobs as
well as fostering a working relationship between DC and PRIDE for mutual benefit while
taking into consideration both business practices and security measures.

Jim Reeves addressed the issues of Bylaw changes. He noted that staff conducted a
review of the Bylaws for compliance with the Articles of Incorporation. Mr. Reeves
asked for the Board to review theses changes which included officer designations and
Board honorarium.

A slate of officers was named consisting of Bill Dresser for Chairman, Jim Reeves for
Vice Chairman, Mike Hill for Treasurer, and Rebecca Smith for Secretary. The officers
would serve until the annual meeting in 2007. Jim Reeves moved to approve the slate
of officers. The motion was seconded; a vote was taken with all in favor except Mike Hill
to carry the motion.

It was moved that the Chairman of the Board make appointments for Committee chairs
with the exception that the elected Treasurer would automatically serve as the Finance
Committee Chairman. The motion was seconded with all in favor.

Mike Hill moved to add Rick Hanas to the Executive Committee as a member-at-large.
The motion was seconded with all in favor.

There was discussion regarding the annual meeting of the Board. Jim Reeves moved
that the Annual Meeting of the Board would be held each July with an election of officers
for one year terms, with the next election taking place at the meeting in July 2007. The
motion was seconded with all in favor.

Jack Edgemon provided the President’s report. The DC nursery work program was
discussed. The idea is to partner with an existing nursery that has a State contract to
grow plants for DOT road beautification, PRIDE providing the land and labor. This would
provide inmate jobs and vocational training. Rosa Carson added the support of the
Secretary in creating more jobs.

The DC work release center laundry program was reviewed. Installation of machines
was complete in February. However, initial cash receipts were well below plan
projections. The Laundry Contract states that minimum payments to DC would be

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waived if receipts were below minimum revenue projections. The program will continue
to be evaluated.

Jack Edgemon stated that the ITC lawsuit continues to be in litigation; a settlement
agreement is expected in the near future.

Jack Edgemon added that PRIDE is currently researching a food service vocational
training program for DC cafeteria workers, utilizing community college education
resources. Although this would not be a typical business model, this is an opportunity to
greatly increase the number of inmates in vocational training programs each year. It
may also foster a working relationship with ARAMARK, DC’s food service provider. If
successful, a similar program could be developed for the prison laundries.

Mike Hill addressed the issue of Board honorarium. After some discussion, Mr. Hill
moved to that the Board honorarium be set at $1000 for a Board meeting, $750 for a
committee meeting, $500 for a teleconference meeting, and $375 for any in-person
scheduled meeting attended via phone. The total annual honorarium that can be paid to
any Board Member is $10,000. The motion was seconded with all in favor. This change
will take effect when the Bylaw changes are approved.

Public attendee, Mr. Robert Sloan, was extended the courtesy to address the Board. As
a former inmate and PRIDE worker, Mr. Sloan supported the PRIDE program but was
critical of the way in which PIECP wages were administered. He provided a handout of
questions for the Board. The Board appreciated the feedback and would investigate the
complaint.

Betty Butchko, former PRIDE Board member, joined the meeting at 11:13 a.m.

Bill Dresser honored Betty Butchko for her service to the Board, which began January
21, 2005 until her appointment to circuit court judge and subsequent resignation on
January 6, 2006. Mr. Dresser read the resolution in honor of her service to the Board;
Jim Reeves moved for approval, with all in favor. A similar resolution was approved for
Dr. Gwendolyn Stephenson.

Lawrence Hamilton moved to adjourn, with all in favor. There being no further business,
the meeting was adjourned at 11:30 a.m.

____________________________
William Dresser, Chairman

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