Exhibit 4.5

             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
in person at the US Air Club at the Baltimore Airport at approximately  3:00 PM,
January 30th, 2001.  Present were Directors  Whitney and Schubert along with Dr.
Reeves, President of the Company. Dr. Reeves acted as Secretary, Pro Tem for the
meeting.

Dr,  Reeves  discussed  with the  Board  the  recent  termination  of the  Polar
Molecular  merger and the fact that the Company was still owed $28,549 by Polar,
which had created cash flow pressure. Reeves indicated his affiliate has accrued
a  substantial  portion  of this  amount to allow the  transfer  agent and other
critical service providers to remain current. Reeves estimated these advances to
be in the range of $25,000 by June 30th,  2001.  Further  Reeves  indicated that
security  counsel  Lowy had also not been paid for over  three  years,  the last
payment  being  issuance  of stock  in  anticipation  of the coal  deal in 1997.
Discussion  developed around creating stock  compensation to reflect advances by
Reeves and the past effort by management and critically important consultants on
behalf of the  Company  for the past three  years with the advent of keeping the
activities of the Company  going well into this next  calendar year 2001.  After
both directors had a chance to ask further questions, it was

         VOTED to issue stock  valued at $35,000  (1,750,000  shares) to counsel
         John Lowy, half of which (800,000 shares) to be issued as of January 1,
         2001 and the  remaining  (950,000  shares) to be issued  subject to his
         performing  services for, and following the filing of the June 30, 2001
         10KSB, all of which are for general legal representation not associated
         with capital formation activities and shall be registered on Form S-8.

         VOTED to issue stock as of January 1, 2001 valued at $70,000 (3,500,000
         shares) to Dr. Reeves for services performed since 1997 through the end
         of this current fiscal year, such shares to be registered on Form S-8.

         VOTED to issue  stock to  Directors  Schubert  and  Whitney  valued  at
         $12,500 each (625,000 shares each) effective January 1, 2001 to reflect
         compensation  over and above the qualified  options  granted  annually,
         such shares to be registered on Form S-8.



<PAGE>

         VOTED to issue to Kevin  McGuire  stock  valued on  January  1, 2001 at
         $5,000  (250,000  shares) for past  services and  services  through the
         filing of the 10KSB for June 30, 2001,  such shares to be registered on
         Form S-8.

Reeves then reported his ongoing  discussions with Energy Electric Storage,  Inc
(EES) and  discussed  beginning  due diligence on this new company as a possible
merger  candidate for the Company.  Reeves described the technology and reported
executives  and  board  members  reportedly  planning  to join  EES.  The  board
discussed the EES  opportunity  for some time and instructed  Reeves to continue
discussions  and report back to the board by  teleconference  when a  definitive
letter of intent could be completed subject to more thorough due diligence. With
Director  Whitney going out of the country on Saturday,  the board agreed to set
up a teleconference before Saturday AM, February 3rd.

Reeves then discussed the extension of the December 1999 creditor  agreement and
the need to complete that  transaction.  Reeves  reported the agreement had been
extended by both sides and would  expire  December  31, 2000 if not closed which
would place in jeopardy the ability for the Company to conduct a reverse merger.
After further discussion, it was

         VOTED to ratify the extension of the December  1999 creditor  agreement
         until  December 31, 2000 and  authorize  the transfer of 2,749,273  BTI
         shares held by the Company to RT Robertson Consultants,  Inc. on behalf
         of the creditors  effective December 31, 2000, reducing the shares held
         by the Company in BTI from  4,582,122 to 1,832,849.  Consideration  for
         the shares shall be an offset of amounts currently owing by the Company
         to RT Robertson.

There  being no further  business  to come  before the Board,  the  meeting  was
adjourned at approximately 5:15PM.







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








<PAGE>


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants,  we hereby consent to the inclusion
of our report dated October 13, 2000 on the consolidated financial statements of
Biorelease  Corp and  Subsidiary  for the years ended June 30, 2000 and 1999, in
the Company's form S-8 Registration Statement.

Ferrari & Associates, P. C.
Litchfield, New Hampshire
February 2, 2001