President Meredith L. Scott, M.D. called the meeting to order, noting a quorum present, at 5:45P.M. for the purpose of determining the current status of Grand Bahama Exports, Limited processing plant and to consider Buddy Hughes proposal for being General Manager/Plant Manager per Buddy Hughes January 16, 1995 letter to Capitana Exports, Limited Board of Directors and Buddy Hughes January 10, 1995 letter to President Meredith L. Scott, M.D.

Buddy Hughes said that in order to fulfill the request of the Board of Directors from last Board meeting he would have to sell his house in Winter Park and move to the Bahamas to be on site as plant manager. Buddy said he needs the economic package starting January 1, 1995 as outlined in the letter:($7,500/mo salary plus $2,500/mo expenses +)to allow he and his family to afford to do the job.

Buddy was asked to describe current condition of Processing Plant since it is now over due its last start up promise date(given by Buddy at December 20, BOD meeting). Buddy was also asked if he was over to the job site since the December 20, 1994 BOD meeting. Buddy stated that he has not been to the job site since 12/19/94. Buddy said plant is not running because GBE has not been able to get inspections done yet. Buddy, also, said that he was informed today by Obed Pinder that the electrical inspection was approved and permanent power would be installed tomorrow or Thursday.

MSI needs permanent power to run in refrigeration to temperature and Department of Fisheries to inspect once demonstrated satisfactory at operating temperature. Steel Beams fabricated in Orlando and shipped today are needed installed to complete building inspection.

Meredith Scott said Investors have a lot of money tied up and not any immediate return in sight. Need to decrease costs not increase cost at this point at least until plant up and running.

Dr. Scott said the shareholders were lead to believe by Buddy Hughes that Buddy Hughes was going to the Bahamas to stay to build the processing plant and get it running within an acceptable time frame. Dr. Scott said that it has not been done.

All BOD members received Buddy Hughes proposal and are familiar with it. Buddy . Hughes said it is very important to have control remain with Capitana and have the General Manager remain an American, otherwise, it is very difficult for the American mangement to get work permits and if there is a need to fire the Bahamian manager it is very difficult. Buddy Hughes said he would like to do the job, however, economically Buddy- said Xe cannot afford to go without his above proposal approved. It -was clarified that Buddy Hughes was not told he could not go to the Bahainas to finish the job, bona fide expenses were never denied. Buddy was told by the BOD in September that there would be no more salary after December 31, 1994 if the plant was not up and running by then. Buddy did not go to the Bahamas because he was told he would not receive a salary in January since the plant was not operational.

Buddy said he thought Obed Pinder could do plant manager job but not General Manager Need plant manager who is honest. All trust Obed Pinder. Need to ,et the job finished now ASAP. Plan B Need to get a manager first with a temporary expert consultant to process high quality lobster. Gert in Abaco pay $1.00/lb less when fishemnan go all the way to Abaco. Upon Buddy Hughes finished presenting his compensation proposal he said he has gone as far as he can go and wants what is best for the company and left the meeting to allow the remainder of the BOD to decide.

*It was voted by all but one not present to reject Buddy Hughes proposal.

*It was agreed to go to Plan B and J. McIntosh to bring Obed Pinder to Florida to meet with Meredith Scott and other available BOD about Obed Pinder becoming Plant Manager ASAP and getting an expert(Mrs Agatha Russell) to assist in start up.

The Capitana Exports, Limited and Grand Bahama Exports, Limited shareholders and Board of Directors voted to make John E. McIntosh General Manager of Grand Bahama Exports, Limited effective immediately.