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MINUTES OF MEETINGOWNERS, INVESTORS AND REPRESENTATIVES OF

PLEASURE ISLAND LIMITED

PLEASURE ISLAND LIMITED, INCLIGHTHOUSE REEF PROPERTIES, ET AL

April 2004

Meeting scheduled 10:30 am in Boca Raton, Florida at the Marriott Yankee Trader Beach

Hotel. After parties arrived we went upstairs where meeting began at 10:45 am.

Tanya Enholm passed a sign in sheet around the room. Names in order of signing:

Tanya Enholm, Jackson Edwards, Larry Schneider,

Adam Schneider, Jason Weaver, Esc., Roy Spiegel, Christian Dietz, Marty Simon,Stephen and Barbara Reid, Kevin Crikelair, Blake Ross

Jason Weaver began speaking and introduced himself as the attorney present for PleasureIsland and group. He went on to say that he is the one who would make sure we all feel

better. He stated that Larry Schneider would give an overview of what is currently

going on with Long Caye.

Tanya: are you trying to say that you were hired by Pleasure Island on our behalf

Jason Weaver: no.

Roy Spiegel set up a video camera in order to record the meeting and Mr. Weaver toldhim he was uncomfortable with the video camera running. Mr. Spiegel did not stop or

remove the video camera.Larry Schneider spoke of his wanting to assure everyone that his only interest was in the

success of the island and a good feeling from everyone about moving forward with the

project.Jackson Edwards: The bridges are again under construction. We can build 180 feet in

one month. We will build one mile of bridge this year. One hundred feet a week at

twenty feet a day. The welcome center is now under construction.Tanya: The Welcome Center has been under construction several times in the past. Can

you please tell us what is different this time?

Jackson: It has been surveyed.

Tanya: Is there any construction?Jackson: Some footings are poured.

Tanya: When can we expect completion?

Jackson: It is our intention to have the Welcome Center completed within four monthsfrom now.

Tanya: We would like to address the maintenance and fees being collected for

maintenance.Jason Weaver, Esq.: The fees we collect are covered and allowed within the

EcoGuidelines.

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Points of discussion: There has been nothing constructed that we would be paying tomaintain. Fees collected are only to be used for maintenance. Not new construction.

Our fees might also be used for dock painting, mosquito spraying, cleaning up trash on

the island, and security.

This discussion was addressed by Jason Weaver, Esq. who stated clearly that through theEco Guidelines, Pleasure Island is allowed to, not only do whatever they want, but tochange the wording of the Eco Guidelines at any time to allow them to do whatever they

want.

Tanya: Do you have separate paperwork at this time where you have set updocumentation for the process and collection of Maintenance Fees?

Larry: We are in the process of this right now.

Tanya: Do you keep a separate account for fees collected by homeowners?Larry: There is no separate account.

Tanya: Did you bring any accounting records today to share with us?

Larry: We didnt know you wanted to see them. We asked if we could be part of thismeeting. We werent sure what it would be about.

Tanya: You were invited to this meeting on three separate occasions by Steve Reid..

(confirmed by Steve Reid)

Tanya: Bill Toonan told me that he had conversation with you where you were askedabout attending this meeting and the importance of opening up the books to us and you

agreed to come to this meeting and bring enough records so we could have this

discussion today and you knew this would be part of our discussion today.Jackson: We never had any conversation about this with Bill Toonan.

Tanya: Bill Toonan telephoned me to say that he had this conversation with you and youhad no problem bringing your information to share with us so we could persue this

discussion..

There were books brought by this group and stacked in front of Larry Schneider on the

table. We never saw what they were.

Jackson: We never had this conversation with Bill Toonan.

Tanya: You would then be saying that Bill Toonan is lying..this is what Bill

Toonan said to me and I believe him.

Jason: We have done nothing but build and develop to this point. We will spend the nexttwo weeks creating the books and will show them to you at the end of this time.

Roy: Will we be allowed to audit these books?

Larry: NoRoy: Will you provide receipts?

Larry: No

Jason: All we have done is build and develop up to this point. If you see it in the thingthat we will show you, then it will be there. It will be very simple.

Tanya: to Jason.. have you seen any accounting records.

Jason: I am not an accountant.

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Tanya: If you give us these books within two weeks and per our review we havequestions, at that time will you please provide receipts to substantiate your numbers.

Larry, Jackson, and Adam: Yes

Steve: I would like to create a Homeowners Association today. Is this possible?Larry and Jackson: Yes

Steve: We are looking for greater accountability.Larry: No problem transferring this into the EcoGuidelinesJackson: Perhaps PIL can separate out Loggerhead and turn this over to those owners

now. This might be a way to do this.

Tanya: Why Loggerhead?

Jackson: Because Loggerhead is basically sold out.Tanya: Can we take a look at the map and see what else is sold out.

Steve: How many owners are there on Long Caye right now?

Larry: 225Tanya: How many lots total in the Long Caye subdivision?

Larry and Jackson: 650 900 filed with the government of Belize to be developed and

sub-divided into lots per the Department of Environment of Belize

Discussion: Shock at the number of lots to be developed on this small island. Learning

that the vast majority of these lots are under water, swampy, and will take the building of

bridges to get to. Jackson said that he will be personally responsible for the integrity ofthis island and the plan. Larry said that 400 of these lots are being held to be sold at

some time in the future.

Tanya: What about owners outside of Loggerhead? What else is sold out

Jackson produced a map which we all followed as he pointed out the different sections to

his partners and they discussed what is sold. There was more discussion between Jason

Weaver and the rest of us concerning Long Caye and a Homeowners Group beingformed.

Tanya: What about Osprey? Is this sold out?Jackson and Larry: Yes.

Tanya: Then could we also include Osprey?

Jackson: Yes

Tanya: What about Cuckoo Break, sold out and can we include this section?Jackson and Larry: Yes.

Roy: Who owns the Resort?Larry: Lighthouse Reef Properties

Tanya: Looking at Loggerhead, would you please explain the old owners in Loggerhead.Larry: In the 60s lots were sold by Jacksons father.

Tanya: Wasnt this the same Florida corporation as Pleasure Island Limited, Inc. of

today?

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Larry: Yes. These lots were surrendered back. We dont know who these old ownersare. They dont own anything.

Tanya: I have in my possession a copy of shares sold by your father, Jackson and your

current corporation selling shares tied directly to specific lots as a purchase agreement. Ialso have in my possession an old map tied to a subdivision with your fathers name

Jackson and the surveyors signature.Larry: We kept Loggerhead in tact per this old map and the old owners. Lots that werealready sold; we did not resell.

Tanya: The map I have shows a second portion to this subdivision over the northern tip

of the island. This subdivision, as you already know is directly over three of the lots

which I purchased.Jackson: You are free to go to Belmopan and research your property.

Tanya: As I have told you before, I should not have to go to Belmopan to research my

property. If this old portion of the map has been surrendered back to the government andyou then sold it to me I again ask you to put this in writing.

Jackson: Any of you or any owners are free to go to Belmopan and do some research.

Tanya: Again, I am asking you will you put this in writing for me?Jackson: Yes Tanya. I am sorry that I did not do it before.

Discussion: trying to move forward with the formation of Property Association. Jason

keeps pointing out pitfalls to this effort. It is made clear to us that according to the EcoGuidelines the Island of Long Caye Property Association is not to be turned over to the

owners until 90% of the lots on the island are sold. Jackson Edwards states that he is

also an owner on Long Caye with a total of 10 lots owned by him. The question is askedif he has been paying his share of maintenance fees for his own ten lots. Larry asks

Jackson to keep his conversation with the property owners stuff only. Jackson does notanswer this question.

Tanya: If you are allowed to modify your Eco Guideline at any time then perhaps this iswhat we need to be addressing with regard to the formation of the owners taking over

control of the maintenance fees and maintenance on Long Caye. If it takes 90% of lots

sold at this time and you are holding back 400 lots until some time in the future thenaccording to the current guidelines we will be prohibited from forming Island of Long

Caye Property Association and acquiring control until we agree to make changes in the

current Eco Guidelines.

Discussion: Current problems are again brought up by Jason Weaver and mosquito

problems are discussed. Larry and Jackson state that two years ago a top specialist from

Florida was paid for his professional opinion. One of his recommendations was the useof Malathyon sprayed over the entire island which Jackson refuses to do. It was agreed

that whatever Jackson was or was not doing it was not working and several people had

been severely affected by mosquito bites while visiting the resort and the island.

Roy: Tanya went out to the island and paid to stay in the resort. She was so bitten by

mosquitoes that she left immediately for Belize and had a sleeping sickness for threedays. The mosquitoes were so thick that when you inhale you would breathe in 45

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mosquitoes at the same time. Also, you are removing the sand from Tanyas lot and/ orthe tip in front of Tanya beachfront lots to build roads and bridges.

Jackson: This is untrue Also, the treatment of mosquitoes only works if it is applied.

Larry: We are currently working on a document which will offer greater transparency tothe owners of Long Caye. We will have this for your review also within two weeks time.It shouldnt even take that long since we are already working on it.

Jason: It will be very short. Only a page/ maybe a page and a half.

Discussion:

Before concluding the meeting it was agreed that the owners in attendance would becomepart of an advisory committee to continue to move forward with this effort. Several

people at the meeting asked about lien notices they had received regarding their lots on

Long Caye and difficulty they had experienced in being able to communicate withanyone at Pleasure Island offices.

Kevin: We have to look also look at the changes that must be addressed in the EcoGuidelines. It will take major changes to these Eco Guidelines to move forward.

Discussion: Kevin went on to point out specific areas of this agreement and I have asked

him to respond with an e-mail to highlight the areas within the Eco Guidelines which hepointed out at this meeting for greater clarity. The e-mail from Kevin Crikelair will be

added to the end of these minutes. Their attorney, Jason Weaver, went on to speak as to

the validity of this agreement. He did not agree with the issues which were pointed outand the need to address any necessary changes.

The meeting concluded at 2:15 pm.

Email response to minutes below.Subject : long caye minutesDate :Tue, 11 May 2004 12:42:00 -0400Linked to:From :To :

Purchaser agrees to release and hold harmless Pleasure Island Limited, its officers,

directors and employees from and against any and all claims, demands, damages, costsand expenses of whatsoever nature or kind, including attorney's fees and costs, arisingfrom any matter relating to the Pleasure Island Limited development at Long Caye at the

Lighthouse Reef Atoll, including, without limitation, water level fluctuations of all lakes

ponds, lagoons, creeks, wetlands and other causes out of the control of Pleasure IslandLimited. read: we are not accountable for any of our behavior or lies. ANY CURRENT

OR PRIOR AGREEMENT, REPRESENTATIONS, UNDERSTANDINGS AND ORALSTATEMENTS, INCLUDING BUT NOT LIMITED TO RENDERINGS OR

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REPRESENTATIONS CONTAINED IN SALES BROCHURES, PLEASURE ISLANDLIMITED WEBSITE, ADVERTISING OR SALES MATERIALS AND ORAL

STATEMENTS OF SALES REPRESENTATIVES, IF NOT EXPRESSED IN THIS

AGREEMENT, THE ECO-GUIDELINES OR THE ENVIRONMENTALCOMPLIANCE PLAN, ARE VOID AND HAVE NO EFFECT. PURCHASER

ACKNOWLEDGES AND AGREES THAT PURCHASER HAS NOT RELIED ONANY SUCH ITEMS. read: we can say anything we want and you cannot hold it againstus. Pleasure Island Limited reserves the right, in its sole discretion, to modify, alter or

otherwise update these Terms at any time. Such modifications shall be effective

immediately upon posting. By using this Website after we have posted notice of such

modifications, alterations or updates you agree to be bound by such revised Terms. Bydownloading any of the materials contained in any of Pleasure Island Limited sites, you

agree to the terms and provisions as outlined herein. If you do not agree to them, do not

use this Website or download materials. All special offers, incentives and sellercontributions are subject to certain terms, conditions and restrictions, which may include

designated lenders and closing agents. All prices are subject to change without notice.

While Pleasure Island Limited uses reasonable efforts to include accurate and up to dateinformation in this Website, Pleasure Island Limited makes no warranties and

representations as to its accuracy. Pleasure Island Limited assumes no liability or

responsibility for any errors or omissions in the content of this Website. read: the website

will be our vehicle for our lies and we are not bound by the truth, we are bound only byour ability to sell a dream. Any action you, any third party or Pleasure Island Limited

brings to enforce these Terms, or in connection with any matters related to this Website,

shall be brought only in Belize courts located in and for Belize, Central America and youexpressly consent to the jurisdiction of said courts. If any provision of these Terms shall

be unlawful, void or for any reason unenforceable, then that provision shall be deemedseverable from these Terms and shall not affect the validity and enforceability of any

remaining provisions. Pleasure Island Limited may at any time revise these Terms and

conditions contained by updating this posting. You are bound by any such revisions andshould therefore periodically visit this page to review the then current Terms and

conditions to which you are bound. read :we can change the agreement after the fact and

you have no say. It is intended that all purchasers of parcels located on Long Caye at theLighthouse Reef Atoll shall purchase the parcels subject to and be bound by these

Eco-Guidelines effecting said parcels at Long Caye at Lighthouse Reef now and forever

more. General Assessments - General assessments will be made as provided herein, andwill be made annually for the purpose of maintenance and/or management of Long Caye.

Maintenance and management expenses referred to herein as being included within the

scope of general assessments shall include, but not be limited to: the cost and expense of

operation, maintenance and management fees and/or salaries; operating expenses andsalaries of the Board of Directors of Pleasure Island Limited; repairs and replacements;

expenses and liabilities incurred by the E.R.B. in and about the enforcement of its rights

and duties against Parcel Owners and others, and the creation of reasonable contingenciesfor reserve requirements for the protection of Parcel Owners for the management,

maintenance and repair of Long Caye. read :we get to pay for electricity costs at larrys

house (cost and expense of operation), the 3 stooges salaries, workers transportationcosts. apparently! they believe theses are not the costs of doing business but are

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maintenance costs. Every officer of the Board of Directors of Pleasure Island Limited,Director of the Board of Directors of Pleasure Island Limited, Member of the E.R.B. and

employees of Pleasure Island Limited shall be indemnified by the Parcel Owners against

all expenses and liability, including counsel fees, reasonable incurred by or imposed uponhim in connection with any proceeding to which he may be a party or in which he may

become involved by reason of his being or having been an officer, director or member ofthe E.R.B. and/or Board of Directors of Pleasure Island Limited, whether or not he is anofficer, director, or member of the E.R.B., Board of Directors of Pleasure Island Limited

or employee at the time such expenses are incurred. read: sue us if you want but it wont

cost us any money to defend ourselves. the owners will pay for our defense as posted

above...oh and by the way we are not accountable for anything anyway, didnt you readthe eco-guidlines? Purchaser agrees to release and hold harmless Pleasure Island Limited,

its officers, directors and employees from and against any and all claims, demands,

damages, costs and expenses of whatsoever nature or kind, including attorney's fees andcosts, arising from any matter relating to the Pleasure Island Limited development at

Long Caye at Lighthouse Reef, read:we are above the law we are infallable Remedies for

Violation - This Document and the covenants and restrictions contained herein shall runwith and bind the Parcel Owners parcel and shall inure to the benefit of and be

enforceable by the Board of Directors of Pleasure Island Limited, its legal

representatives, heirs, successors and assigns. Violation or breach by any Parcel Owner

of any covenant, condition, restriction and agreement herein contained shall give theBoard of Directors of Pleasure Island Limited such right of action before any Court of

competent jurisdiction in Belize, whether in law or in equity, to compel compliance with

the terms of said conditions, within this Document, and to prevent the violation or breachof any of them, and the expense of such litigation shall be borne by the then Parcel

Owner or Owners of the property in violation; providing such proceedings results in afinding that such Parcel Owner or Owners, was in violation of this said Document.

Expenses of litigation shall ! include reasonable attorney's fees incurred by Parcel Owner

and/or the E.R.B. and/or Board of Directors of Pleasure Island Limited in seeking suchenforcement. The venue for any and all legal actions shall be Belize City, Belize, C.A

Amendments and/or Revisions to these Eco-Guidelines - These Eco-Guidelines may be

amended and/or revised by the Directors of Pleasure Island Limited at any time withoutnotice and shall be binding on all present and future Parcel Owners at the date of the

enactment of the amendment or revision. read: they can change the rules and hold us

accountable to these new rules even though these rules did not exist when we actuallypaid for the lots. Entire Agreement - Any current or prior agreement, representations,

understandings and oral statements, including but not limited to renderings or

representations contained in sales brochures, all Pleasure Island Limited websites,

advertising or sales materials and oral statements of sales representatives, if not expressedin these Eco-Guidelines or the Environmental Compliance Plan, are void and have no

effect. Purchaser acknowledges and agrees that purchaser has not relied on any such

items. above are all the ways I discovered that we were hung out to dry the following arethe exact quotes I read at the meeting and are duplicates of above: Entire Agreement -

Any current or prior agreement, representations, understandings and oral statements,

including but not limited to renderings or representations contained in sales brochures, allPleasure Island Limited websites, advertising or sales materials and oral statements of

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sales representatives, if not expressed in these Eco-Guidelines or the EnvironmentalCompliance Plan, are void and have no effect. Purchaser acknowledges and agrees that

purchaser has not relied on any such items. Amendments and/or Revisions to these

Eco-Guidelines - These Eco-Guidelines may be amended and/or revised by the Directorsof Pleasure Island Limited at any time without notice and shall be binding on all present

and future Parcel Owners at the date of the enactment of the amendment or revision. Anyamendment and/or revision enacted in these Eco-Guidelines will be published in thePleasure Island Limited website. Purchaser agrees to release and hold harmless Pleasure

Island Limited, its officers, directors and employees from and against any and all claims,

demands, damages, costs and expenses of whatsoever nature or kind, including attorney's

fees and costs, arising from any matter relating to the Pleasure Island Limiteddevelopment at Long Caye at Lighthouse Reef Every officer of the Board of Directors of

Pleasure Island Limited, Director of the Board of Directors of Pleasure Island Limited,

Member of the E.R.B. and employees of Pleasure Island Limited shall be indemnified bythe Parcel Owners against all expenses and liability, including counsel fees, reasonable

incurred by or imposed upon him in connection with any proceeding to which he may be

a party or in which he may become involved by reason of his being or having been anofficer, director or member of the E.R.B. and/or Board of Directors of Pleasure Island

Limited, whether or not he is an officer, director, or member of the E.R.B., Board of

Directors of Pleasure Island Limited or employee at the time such expenses are incurred.

General assessments will be made as provided herein, and will be made annually for thepurpose of maintenance and/or management of Long Caye. Maintenance and

management expenses referred to herein as being included within the scope of general

assessments shall include, but not be limited to: the cost and expense of operation,maintenance and management fees and/or salaries; operating expenses and salaries of the

Board of Directors of Pleasure Island Limited