MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS

                                       OF

                                BIORELEASE CORP.

Upon previous  notice to all Directors of the Corporation and at the call of the
Chairman,  Richard Schubert, the Board of Directors of Biorelease Corp. convened
by teleconference at approximately 10:30 AM, January 19, 2000. On the phone were
Directors Whitney and Schubert along with Dr. Reeves,  President of the Company,
who  placed  the  call at the  request  of the  Chairman.  Dr.  Reeves  acted as
Secretary, Pro Tem for the meeting.

Mr. Schubert asked Dr Reeves to report on the recent recision order by the Texas
Court relating to the longstanding Genesis matter. After each Director had had a
chance to ask further questions, it was

         VOTED to ratify the Texas Court  recision order  effective  January 13,
         2000 of the  Genesis  transaction  of March 31,  1994  relating  to the
         previous issue of 1.5 million shares in the Company,  thereby canceling
         the 1.5 million shares previously issued to Genesis,  currently held by
         Genesis (1.4 million shares) and William E. Bowers (100,000 shares).

         FURTHER to reissue to RT Robertson  Consultants  or assigns 1.5 million
         new  shares,  as such have  been  committed  under the Asset  Agreement
         effective June 30, 1999.  Such reissued shares shall be reissued in the
         following denominations and to the following parties:

                  50,000 restricted shares (single  certificate) to be issued to
                  US Benefits Trust

                  100,000  unrestricted  shares to be issued to Robert B.  Todd,
                  all shares to be registered on Form S-8 for services  provided
                  to the Company.

                  100,000  restricted  shares  to  be  issued  to  RT  Robertson
                  Consultants,  Inc. to replace certificate originally issued to
                  Genesis   and   subsequently   transferred   to   Wm.   Bowers
                  (Certificate  # 59635),  such to be reissued  upon receipt and
                  cancellation of original certificate from Bowers.

                  1,250,000  restricted  shares  to be  issued  to RT  Robertson
                  Consultants, Inc. in a single certificate.

Mr.  Schubert  then  asked  Dr.  Reeves  to  update  the  Board  about the Polar
transaction.  Reeves explained that both the S-4 and S-1 draft registrations had
been reviewed by Counsel and the Auditor and were ready for release.  After each
Director was given the opportunity to ask questions and make comments, it was

         VOTED to  authorize  Dr.  Reeves  to file  Form S-4 & S-1  registration
         documents with SEC relating to the Polar  transaction  and the spin off
         of the Subsidiary.



         FURTHER to set the record date for the  stockholder  meeting to approve
         the Polar  transaction as well as for the spin off of the Subsidiary at
         March 15, 2000.

There being no further  business to come  before the Board,  the  teleconference
meeting was adjourned at approximately 10:45 AM.





/s/ R. Bruce Reeves
- --------------------------------------
R. Bruce Reeves, Secretary Pro tem