Exhibit 10.8
Premier Mortgage Resources, Inc.
UNANIMOUS CONSENT IN LIEU OF
SPECIAL MEETING OF DIRECTORS
The undersigned, being the sole Director of PREMIER MORTGAGE RESOURCES,
INC., (the "Company") hereby executes this written consent to action, as
provided by subsection 2 of Section 78.315 of the Nevada Revised Statutes and
the applicable provisions of the corporate Bylaws, in lieu of a formal meeting.
The undersigned hereby waives, pursuant to Section 78.375 of the Nevada Revised
Statutes and Article IV, Section 2 of the Bylaws, all requirements of notice,
including notice of purpose, whether contained in the Nevada Constitution, the
Nevada Corporation Law, or the Bylaws of this corporation, and as of September
18, 2000 does hereby adopt the following resolutions:
Approval of Registration of 500,000 shares of Common Stock
with the Securities and Exchange Commission
WHEREAS, the Company has limited funds with which to pay consultants,
and it is the opinion of this Board that it is advisable and in the best
interest of the Company and its shareholders that the Company register 500,000
shares of its Common Stock in a Form S-8 Registration with the Securities and
Exchange Commission, in accordance with Rule 428 of the Securities Act of 1933
(the "Act"), for the purpose of compensating consultants with shares of the
Company's Common Stock in lieu of cash for their previously rendered and ongoing
consulting services to the Company.
WHEREAS, the Board has prepared a Consultants Compensation Plan (the
"Plan") which defines the terms and conditions under which shares will be issued
under the Plan
NOW, THEREFORE, BE IT RESOLVED that this Company issue, as provided in
the Plan, up to an aggregate of 500,000 shares of its Common Stock with a Form
S-8 Registration and that such issuance and registration be, and hereby are,
approved and adopted; and
FURTHER RESOLVED, that the shares be allocated to Consultants pursuant
to the Plan;
FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to do all such acts and things and to
execute the Form S-8, and any related documents, agreements, and certificates in
the name and on behalf of the Corporation, and to deliver or file such documents
agreements and certificates when executed, and to take all such other action,
with any such person, as is necessary, and to pay all filing fees and other fees
expenses and charges as they or any of them may deem necessary or appropriate.
The undersigned, being all of the Directors of the Corporation, do
hereby consent to all the actions described in the foregoing preambles and
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resolutions, and said actions and resolution shall have the same force and
effect as if taken at a duly constituted meeting of the Board of Directors of
the Corporation. This document shall be filed with the Secretary of the
Corporation and shall be made a part of the minutes of the Corporation. This
document may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned Director has hereunto set his hand
and seal on this 2nd day of October, 2000.
DIRECTOR:
/s/ Joseph Cilento
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Joseph Cilento
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