PELICAN RESORT CLUB - TENANTS' ASSOCIATION PELICAN RESORT CLUB

Date sent: Thu, 15 Apr 2004
From: Marion Holmes
St. Maarten, Netherlands Antilles
ANNUAL GENERAL MEETING OF OWNERS
The Annual General Meeting (AGM) of the Tenants' Association Pelican
Resort Club (TAPRC) was held at Vinnie Valentine's Terrace, St. Maarten,
Netherlands Antilles on Wednesday, December 10, 2003. All Board Members were present. Also in attendance were representatives of the Royal Resort Group, Antillean attorneys Ernst & Young, and the U.S. counsel.

I. Names of owners and distribution of voting cards to qualified members of the TAPRC

Ms. Elvia Aventurin, staff at Pelican Resort Club (PRC), registered owners and distributed the voting cards to qualified members.

II. Call to order Wednesday, December 10, 2003 at 9:00 a.m. TAPRC's Chairman, Jerry Luke, called the meeting to order. He proceeded to welcome everyone.

III. Appointment of Chairman and Secretary of meeting and introductions.

At the head table as introduced by the Chairman, Jerry Luke were: Marion
Holmes, member; Steve Helling, Secretary; Bob Shaw, immediate past
Chairman; Bob Ryan, Treasurer; Len Matsunaga, Esq., U.S. counsel; Frank
Roozen and August Winter, Attorneys of Ernst & Young.

Richard Corso introduced the members of Pelican: Angel Estrada, Eric
Millet and Mark Carney.

The Chairman stated that two Board members, himself and Bob Shaw, would be replaced because their term limits were up. He commented on the fantastic job that Bob Shaw has performed over the years as past chairman of the Board. The Chairman went on to introduce the candidates for the Board of Directors, Richard Sutton; William G. Harmon; Norman Dodson, Chairman of Finance Committee; Archie C. Burnett, III and Francis A. Williams. The last two were not present.

IV. Certification of proxies and quorum
The meeting of Tuesday, December 9, 2003 for the Owners was terminated, since there were not enough people to form a quorum. According to the Articles, the AGM on the second day, Wednesday, December 10, 2003, does not necessarily require a quorum. Any number of owners in attendance can be used to call the meeting to order.
Patrick Aberson of Ernst & Young was present to tally the votes. The
Chairman gave those who did not vote the opportunity to do so prior to
closing the voting.

V. Minutes from December 3 & 4, 2002 - Annual General Meeting of Owners

· Proposal 1 -
Approval of Minutes of 2002 Annual General Meeting of Owners.

Steve Helling, the Secretary proposed to accept the Minutes of 2002 as
published in the 2003 AGM notice. Seena Bauchner - F4 made the motion to have minutes accepted as presented. Bill Harmon - B354 seconded the
motion, and it was unanimously accepted.

VI. Board of Directors Report for 2003
· Proposal 2 -
To approve, ratify and confirm, and vote to discharge the Board of Directors in connection with the Board of Directors Report for 2003.

The Secretary proposed to accept the Board of Directors Report for
2003. Dwight Pindell - B304 moved to accept the Report, Rosemary Ryan -
Marina 520 seconded the motion. It was unanimously carried.
Proposed Budget and Cash Flow Statements for the year ended December 31, 2004

· Proposal 3 -
To approve, ratify and confirm, and vote to discharge the Board of Directors in connection with the Proposed Budget and Cash Flow Statements for the year ended December 31, 2004.

Because the items in this report were covered on December 2, 2003, the
Chairman proposed to accept the Proposed Budget and Cash Flow Statements.
Charles Le Sueur - B564 moved to accept the aforementioned, seconded by Howard Rosenthal - B406 and unanimously accepted.

VII. Management Report
The Chairman gave Alan Stuparitz the opportunity to publicly voice his
legitimate concerns with regard to the handling of Sales, noting that the
Board is already cognizant of this.

In essence Alan Stuparitz concern is with the report of maintenance fee as
of the 3rd Quarter being $500,000 in red. He suggested that the policy on
force resale should be tightened if maintenance fees are not paid on time,
e.g. for every 30 days not paid a 15% late charge and after 90 days start
force resale process. Let legal experts figure out legal aspects. The bigger issue is buying a force resale unit at Fair Market Value, and returning the excess money to the delinquent owner (see Article 18 of the contract). Why not follow procedures as with other Realtors, have owners in good standing bid on force resale units at whatever minimum reserve set up (including legal and accounting expenses) thus eliminating delinquent
owners. He does not think it is fair to pay maintenance fees to let delinquent owners win.

Eric Millet, Comptroller, addressed the outstanding $500,000. He ascribed this to the switch of collection software. Every single account had to be double-checked for correct balances and this caused a delay in the force resale process. At the end of the year the force resale went through, and to date the amount remained as it was in 2002 with 98% of the owners having paid their maintenance fees. At presently there are only 300 intervals on the force resale inventory.

As the new legal counsel, Frank Roozen conceded that he was not thoroughly familiar with the above, but stated that in general obligations are to be met as set forth in the contracts. If the content of the contract is not satisfactory, it can be changed in the future. The Dutch and Antillean law have recently covered Timeshare as a lease agreement and only now actions can be effected.

From a marketing angle, Bob Ryan cited that there are ramifications for
other inventories that need to be marketed. We have to consider the
effect it will have on the inventory of the Resort as a whole.

Richard Corso thanked owners for voicing their opinion, critical for
success together. He stated that policies can always be reviewed and
changes can be made legally where needed. For now, the Resort has to
stick to what has been promised in the past. Everyone concurs that the
responsibility has to be honored whatever the choice or decision of the
owner is. This issue has become an action item and a detailed review of
numbers, the real impact on how many units have returned moneys, how much was returned, and the average return per unit will be evaluated. Numbers and their impact on the Sales Department will be evaluated and presented to the Board and will be available on the Internet in January 2004. More information can be given to anyone interested.

Eric Millet informed owners that the units can be placed in inventory for
forced resale after 90 days, and anyone interested should contact the
Sales promoter. By April 15 all maintenance fees should be paid, or the
unit will be subject to forced resale. According to Eric Millet a forced
resale unit sold for $3,900 includes a 45% commission, marketing expenses, dues taken, late fees, and $1,000 goes back to the owner.

The Chairman has asked Norman Dodson, chairman of the Finance Committee, a CPA by profession, to give an independent owner advocate type report. The Board has not seen it, he has not been prepped but it is his opinion. This report will substantiate what Ernst & Young and the Board has done and presented. Norman Dodson reported that the audit for 2002 is completed and is available. Progress has been made in the last two years, and the profit for 2002 was $62,000; for 2001 was $145,000. The figures for 2003 are not yet available, but there is a minor loss of $11,000 substantially ahead of the budget by $320,000. Highest cost incurred is for labor, salaries and fringe benefits that accompany those and are subject to a three-year labor agreement, in excess of 50% that is spent. Automatic increases are built in, one percent salary increase and productivity allowances. The group is in good sound financial condition, progress is being made and the change in the maintenance fee. While the sale of the units is a one-time issue, the collection of maintenance fees is the asset. The Chairman took these comments as a strong endorsement of the Financial Report.

· Royal Resorts
Richard Corso did not go in detail but advised owners to consult the report on the many projects. Apart from some minor complaints, owners were satisfied with the Marina pool. Richard Corso thanked the Board members who are leaving and applauded them on well-deserved comments and accolades, especially for Bob Shaw.

Owners queried if in-house exchange is possible. Yet it is, but can only
be done through Interval International and booked in advance. There is a
select operator for Pelican owners to access availability. Interval International holds more inventory than RCI. Only through Interval
International one can change back to Royal Resorts.

Richard Corso advised that 2005 creates a 53rd week because of the
calendar and that week in Royal Resort Cancun starts with a zero week.
That week has a sizeable inventory and Pelican owners have the privilege
of renting right in the height of season it is about of 1150 weeks. This
is based on a desire to continue to further the relationship that Royal
Resort and Pelican owners. This privilege is extended to all interested
Pelican members who are in good standing to rent one of those weeks for
club service fees and administrative costs at approximately $750 per week, Saturday to Saturday. The rent is usually $2,000 - $2,100. For further information please call this VIP number 1 800 826 7211, a special
switchboard Interval International number for Royal Resort and Pelican
Resort members.

VIII. Legal Update
Bob Ryan informed that the U.S. legal advisor is not busy in terms of
involvement. The focus is on the international aspect of the
business/contractual finances of the Resort. There are some ongoing
discussions about some discreet matters; however, for 2003 there was no
need for involvement of the U.S. legal advisor.
With regards to the Antilles, in August 2003 the Resort contracted the
legal services of Ernst & Young. The representative, Frank Roozen stated
that his office worked with the previous lawyers Van Giffen Law Offices,
until their services were concluded on December 9, 2003. Ernst & Young
has high hopes that the work can be done as expected and the best possible legal advice be given to TAPRC.

He briefed the TAPRC on the status of some pending issues:

a. Labor issues have been concluded.

b. The dispute Antilles Pelican vs. Pelican Resort Club:

- There is high hope that the case where part of the property that has been built on by other persons will be won by Pelican.

- The Great House - The outstanding lease payments have to be paid. However, whether there are additional payments due or not, the question is which way to go with the other party.

c. Appellate Court
The company involved in payment to Pelican Resort on behalf of a 3rd
party, this prior to the TAPRC taking over Pelican Resort, has appealed the judgment. The verdict is expected to be during the 1st half of 2004.

d. Atrium
The judgment on the weeks taken over and upgraded by Pelican Resort is
slated for January 2004

e. Foreclosing
Both parties have filed final findings and comments in December 2003 at
the Appellate Court and Judgment will follow.

f. Rental payment
The discussions in this case are ongoing. Because of its nature, no details can be disclosed at present but it has the full attention of the Board. Will be settled in a amicable way.

g. TelEm
Monetary case, the litigation on the new telephone system has been appealed at the Appellate Court, and the opposing party has to file a report. The judgment will follow hereafter.

h. Trustees/Receivers
Frank Roozen browsed the files and gathered that the trustees claim that
payment of the loan and collection agreements has to be upheld and are not willing to lift the liens. According to the Board there are no monies
due, and is advised to have the Trustees submit a detailed list of their
claims.

Joseph Costa, owner of A7 observed that since his departure from the board two years ago, same legal issues are still present. Bob Shaw admitted that the Board got a wake up call and decided to change the legal and accounting services from Law Offices van Giffen to Ernst & Young. He further stated that progress has been made but the Board could not divulge information on legal issues. Two completed matters that changed were: One, the owner of Great House was taken to court and TAPRC won in three days, the defendant covered all expenses; and secondly, the Court of First Instance also ruled in favor of TAPRC with the Lancaster case. The wins are substantial and resulted in money saved or won.

Owners of M317 and F4 asked about the legal and financial impact of the
above cases and whether members of the TAPRC should be concerned. Frank Roozen reiterated that the financial impact is hard to guess and difficult from a legal standpoint to give exact answers; however, in the majority of cases, except for the Trustees' - an open case, the TAPRC is in a positive position. The Board again stated that financial details could not be discussed due to the presence of counter parties; divulging this will have a negative effect on the ongoing negotiations.

Richard Sutton A11 expressed appreciation to Jerry Luke and Bob Shaw for
the work they have done. Initially he could not see a future with the Resort, however Bob Shaw convinced him that he would work hard to put the Board together, work with the Royal Resort and put it right on track.
Everyone can agree that no other management company would have done what they did to have the Resort survive.

Joseph Costa's A7 main reason to be present was to make a statement not only to Jerry Luke but especially to Bob Shaw. Bob Shaw's years of
dedicated service to St. Maarten, Pelican and owners, with no disrespect
to other board members present or past, no other Board member, no two
Board members, not even an entire Board could give or did give as much.
Even through their differences on major issues, Joe Costa admired Bob
Shaw's resolve and steadfast effort to do what he felt was best. Bob and
his energy cannot be replaced.

IX. Election of Directors
Patrick Aberson of Ernst & Young (Curacao) tallied the proxies and
announced the following results for the proposals:

Total valid votes: 6,498 - 150 more than 2002.

IX. Election of Directors
Patrick Aberson of Ernst & Young (Curacao) tallied the proxies and
announced the following results for the proposals:

Total valid votes: 6,498 - 150 more than 2002.

For - Anti - Abstentions - Adapted by

Proposal 1 - 2002 AGM Minutes 6,389 -37 -72 - 98.3%

Proposal 2 -Board of Directors Report 6,323 - 75 - 100 - 97.3%

Proposal 3 -Proposed Budget & Cash Flow 6,244 -102 -152 -96.1%

Proposal 4 -Election to the Board

Archie C. Burnett, III - 821

Norman Dodson - 4,709 - Elected to the Board

William G. Harmon -1,157
Richard Sutton - 4,912 - Elected to the Board
Francis A. Williams 912

X. Other Business and Vote
Chairman Jerry Luke continued to have two persons selected for Finance
Committee. He stated that no Board member or non-resort owner may serve on this Committee although external consultancy is acquired at times.
Barbara Shaw proposed Jerry Luke, seconded by Rosemary Ryan. Bob Ryan
nominated Bill Harmon, seconded by Frank DeSalvo. Both nominees were
unanimously accepted. Alan Stuparitz agreed to assist to the Finance
Committee.

· Issues from the floor
Jerry Luke expressed his appreciation to Judy Young for upholding the
website, and also stated that Pelican owners can now access the Pelican
website.

Bob Ryan stated that Jerry Luke and Bob Shaw were leaving the Board and he has known them for five years. He commended both gentlemen for having been tireless in their work ethic, their outstanding performances on the Board with the support of their wives. As tokens of appreciation, the
TAPRC presented each of them with a plaque.

Bob Shaw expressed his appreciation for magnanimous and gracious remarks. He did not expect any appreciation, as it was his labor of love
since joining the Board in June 1998. Bob Shaw further mentioned having
given up his corporation in New York to devote all of his time to serving
as best he could, and feels good about the services he has rendered. He
feels greatly for the time he has had on the Board and will be always be
available as owner-advocate as long as he's around, and he thanked
everyone for their support during his tenure.

Jerry Luke also stated to have had a good time on the Board. His
contribution was mainly in putting in his time as Secretary, and in the
construction and maintenance projects of the Board. He thanked his wife
for being supportive. He extended congratulations to the new Board
members voted upon and he will remain an owner advocate.

XI. Adjournment
Chairman Jerry Luke thanked everyone for being present. Owner Frank de
Salvo moved to adjourn the AGM and Judy Young seconded the motion.