Board of Directors Unanimous Written Consent Approving Service Retentions (February 20, 2001)

Summary

The Board of Directors of the Company unanimously approved, without a formal meeting, the retention of R.F. Bearden Associates, Lon Taylor (d/b/a Service Assist, Inc.), Thomas Leger & Co., L.L.P., and The Wall Street Group to provide various services including financial preparation, audit completion, and public relations. The agreements for these services were reviewed and approved by the Board. The consent was signed by all directors on February 20, 2001.

EX-2.1 2 0002.txt BOARD OF DIRECTORS CONSENT WITHOUT FORMAL BOARD MEETING 2/20/2001 The following actions were approved by unanimous consent of the Board of Directors and thereby acted upon by the Company: 1. The Company has agreed to retain the services of R.F. Bearden Associates as pursuant to a certain agreement which has been reviewed and approved by the Board of Directors. 2. The Company has agreed to retain the services of Lon Taylor, D/B/A Service Assist, Inc., to assist with preparation of financial information in conjunction with preparing audited financials for the Company. The agreement has been reviewed and approved by the Board of Directors. 3. The Company has agreed to retain the firm of Thomas Leger & Co., L.L.P., Certified Public Accountants to complete the audits for the periods December 1999 and 2000. 4. The Company has agreed to retain the services of The Wall Street Group to act as public relations firm for the Company and to assist in making a market for the companies public stock. The retainer agreement has been reviewed and approved by the Board of Directors. As indicated by their signature below, the Directors approve the foregoing actions. /s/ Joseph T. Kaminski 2/20/01 - - - ---------------------- ------- Joseph T. Kaminski Date /s/ Roger W. Pierce 2/20/01 - - - ---------------------- ------- Roger W. Pierce Date /s/ Dennis A. Gray 2/20/01 - - - ---------------------- ------- Dennis A. Gray Date