On March 20,  2000,  at an Annual  Meeting of  Shareholders,  duly held and
called, the Shareholders adopted the following Resolutions:

1.   Amended the Article IV of the  Articles of  Incorporation  to increase  the
     capital stock of the Company to 300,000,000 shares of common stock.

2.   Authorized a Reverse  Split of the Company's  common  stock,  consisting of
     103,293,967  then  outstanding  at such ration as may be  determined by the
     Board of Directors.

3.   Elected the following Directors: Gregory Johnson, Robert Heidmann and Paula
     Nichols.

4.   Ratified  and approved the actions of the Board of Directors to the date of
     the meeting.