Memorandum of Meeting

Frye Island Incorporated

Board of Directors

Wednesday, May 25, 2005

Administration Building

The FII Board of Directors met at 4:00 PM.  In attendance were the President J. Potts, Directors J. Roberts, N. Fournier, C. Hommel, and P.Perry and General Manager W. Fournier..  Present by telecom were D. Norris and D. Giggey. 

The purpose of the meeting was a follow-up discussion with both legal and tax experts on transfer of FII assets to the Town of Frye Island.  This discussion was in accordance with the motion passed by the FII Board at its October 8, 2004 meeting and in the reports to the Stockholders at the October 9, 2004 meeting.

Respectfully submitted,

P. Perry, Secretary