Datamuse Corporation

37 Club Course Drive

Hilton Head Island, SC 29928

______

July 12, 2003

Minutes of Annual Meeting

The Annual meeting was called to order at noon on June 29, 2003 in Cambridge, Massachusetts. Shareholders representing 99% of voting shares were present. Election of directors was the only order of business and the slate:

Doug Beeferman

Harvey Beeferman

Rob Raisch

was elected by a unanimous vote of shares represented for a term of 1 year, or until the next meeting of shareholders, whichever is earlier. There being no other business, the meeting was adjourned at 12:05pm.

Minutes of Board of Directors Meeting

The Board of Directors meeting was called to order at 12:05pm with all directors present.

1.  The Financial Statement for 2002 was approved unanimously.

2.  Review of Operations:

·  Doug reviewed technical operations. Current work is directed toward development of a reverse dictionary in Onelook and toward a new website tentatively named OnelookMD.

·  Rob discussed our current server setup. He advocated upgrading security via both software and hardware changes.

·  Harvey reviewed the first half 2003 financial report which included a comparison of 2003 vs. 2002.

3.  Harvey proposed that a distribution be made to shareholders totaling $40,000, which represents approximately half of the first half earnings. The proposal was approved unanimously. Harvey recommended that half the second half earnings be distributed near yearend and that the balance of annual earnings be distributed in late February or early March 2004, subject to board approval at each point in time.

4.  Business Discussion- The meeting continued with a discussion of new business opportunities. A significant near-term opportunity exists if we can persuade Google to change its current definition source of search words from dictionary.com to Onelook. To prepare for the potentially large increase in traffic it was decided to study hardware changes that would increase capacity and reliability, since we believe Google will need assurance of high performance. In addition to hardware, we may need a better definition source. It was agreed that Rob will develop a plan for upgrading our server setup in about a month and that Doug will reconfirm the availability and cost of the American Heritage Dictionary database. When we are ready it was agreed that Doug would make contact with Google through one of his contacts.

Respectfully submitted,

Harvey Beeferman