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Fill and Sign the T1702075 Defm14a None 64250514s Secgov Form

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SUNSTAR FOODS, INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of Sunstar Foods, Inc. PLEASE TAKE NOTICE, that a Special Meeting of Shareholders of Sunstar Foods, Inc. will be held on December 14,1989, at 10:00 a.m. at the Minneapolis Club, 729 Second Avenue South, Minneapolis, Minnesota, for the following purposes: 1. To consider the sale of substantially all the Company's assets pursuant to a Purchase Agreement with RHM Acquisition, Inc., dated July 28,1989, as amended, and, as provided in the Purchase Agreement, changing the name of the Company to SUNF, Inc. 2. To consider adopting a plan to liquidate the Company and distribute the assets to shareholders. 3. To transact such other business as may properly come before the meeting. Accompanying this notice is a Proxy and Proxy Statement with respect to these matters. Whether or not you expect to be present at the meeting, please sign and date the Proxy and return it in the enclosed envelope provided for that purpose. The Proxy may be revoked at any time prior to the time that it is voted. Only shareholders of record at the close of business on November 3, 1989, will be entitled to vote at the meeting. BY ORDER OF THE BOARD OF DIRECTORS Larry A. Perkins Chief Executive Officer November 16, 1989 IT IS IMPORTANT THAT YOU SIGN THE ENCLOSED PROXY AND RETURN IT TO THE COMPANY IMMEDIATELY.

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