CONSENT RESOLUTION IN LIEU OF SPECIAL MEETING OF THE
BOARD OF DIRECTORS OF
INTEGRATED TECHNOLOGY GROUP
a Nevada corporation
July 28, 2000
This Consent Resolution is adopted by H. Scott Holden, C. Sue Rushing,
Harold H. Holden, Jeffrey C. Bruteyn and James N. Chatham II, they being all
the duly elected and constituted directors of Integrated Technology Group, in
lieu of a special meeting of the Board of Directors of the corporation,
effective on the date set forth above:
WHEREAS, the prior officers of the corporation, pursuant to authority
granted by the prior Board of Directors, entered into an agreement to acquire
100% of the issued and outstanding shares of Safe Tire Disposal Corp. subject
only to compliance with the Utah Control Shares Acquisition Act (Sections
61-6-1 through 61-6-12, U.C.A.), and
WHEREAS, that agreement requires the issuance of certain shares of the
par value $.001 common stock of the corporation; and
WHEREAS, the Board of Directors now desires to comply with the terms of
that agreement by authorizing the issuance of the shares called for thereby:
NOW, THEREFORE, IT IS HEREBY RESOLVED that Interwest Transfer Company,
Inc. be, and it is hereby authorized and directed to issue common shares to
the following persons and corporations in the amounts set forth opposite their
names:
Party No. Shares
Safe Tire Disposal Corp. 9,000,000
James N. Barber, Trustee 25,000
Total: 9,025,000
These shares will not, when issued, have been registered under the Securities
Act of 1933, as amended (the "Act"), but are to be issued in reliance on the
exemption from registration provided by § 4(2) of the Act which exempts
transactions by an issuer not involving any public offering from the
registration provisions of the Act. In support of its reliance on this
exemption, the Board of Directors finds as follows:
1. The only remaining asset of the corporation is its 100% position in
the common shares of Safe Tire Disposal Corp. Safe Tire Disposal Corp. and
its constituent stockholders, if any, are fully aware of the financial and
business posture of that Company and its predecessor Living Card Company. Mr.
Barber has advised the parties in connection with this transaction and is
fully aware of the financial and business posture of Safe Tire Disposal Corp.
and its predecessor Living Card Company.
2. Both Safe Tire Disposal Corp., its constituent stockholders if any,
and Mr. Barber are sophisticated investors who are able to evaluate the risks
of their respective investments in common shares of this Corporation.
3. All of the proposed takers of the aforesaid shares have sufficient
information about the issuer and its predecessor, and sufficient business
skill and acumen that they are not in need of the protection which would be
afforded by registration of the shares being issued to them under the
Securities Act of 1933.
4. All of the proposed takers of the aforesaid shares have acknowledged
that they are aware that the shares to be issued to them will constitute
"restricted securities" under paragraph (a)(3) of SEC Rule 144 under the Act
and that they are aware of the resale restrictions imposed upon restricted
securities by the provisions of §§ 4(1) of the Act, and SEC Rule 144
thereunder.
5. All of the proposed takers of these shares have acknowledged that
they are purchasing their shares for investment, and not with a view to
distribution except in compliance with some applicable exemption from
registration. Each has agreed that the certificates representing the shares
will bear a standard form restrictive legend, and have agreed, at the request
of the Company, to execute representations that they are purchasing the shares
for investment, and not with a view to distribution.
FINALLY RESOLVED, that Interwest Transfer Company, Inc. may issue the
aforesaid shares in such denominations as may be reasonably requested by the
subject stockholders, and that Interwest may honor requests to transfer these
securities at the request of their initial registered owners to a limited
number of distributees at the second level so long as (1) the total number of
secondary distributees does not exceed ten (1) and (2) that the shares
maintain their status as restricted securities. Such transfers may be
effected on the basis that they would constitute a chain of transactions not
involving any public offering as that phrase is used in paragraph (a)(3)(1) of
SEC Rule 144.
Dated this 28th day of July, 2000.
/s/ H Scott Holden
H. Scott Holden, Director
/s/ C. Sue Rushing
C. Sue Rushing
/s/ Harold H. Holden
Harold H. Holden
/s/ Jeffrey C. Bruteyn
Jeffrey C. Bruteyn
/s/ James F. Chatham, II
James F. Chatham, II
