UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING
OF THE
BOARD OF DIRECTORS
OF
PICKUPS PLUS, INC.
The undersigned, constituting all of the directors of the above named
corporation, hereby consent in writing, to the adoption of the following
recitals and resolutions.
APPROVAL OF AGREEMENT AND AUTHORIZATION TO ISSUE STOCK
RESOLVED, that Pickups Plus, Inc. be authorized to enter into that
certain Stock Purchase agreement dated August 30, 2000 by and between Pickups
Plus, Inc. and James J. Vogel which is attached hereto as Exhibit "A" and by
this reference incorporated herein.
RESOLVED FURTHER, that John Fitzgerald, President and CEO, be and
hereby is authorized to execute the Agreement on behalf of Pickups Plus, Inc.
and to take whatever action is necessary to cause 500,000 shares of the common
stock of Pickups Plus, Inc. to be issued to James J. Vogel.
RESOLVED FURTHER, that this Unanimous Consent may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.
(Signature Page Follows)
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Consent to be effective the 30th day of August, 2000.
/s/ JOHN FITZGERALD /s/ JOE LAMBLE
------------------------ --------------------------
John Fitzgerald Joe Lamble
