<PAGE>
EXHIBIT 4.1
CONSENT ACTION OF THE BOARD OF DIRECTORS OF
GLOBAL E TUTOR, INC.,
a Delaware corporation
The undersigned, representing all the members of the Board of Directors
of Global E Tutor, Inc., a Delaware corporation (the "Company") do hereby
consent to and adopt the following resolutions, effective August 16, 2000.
Amendment to the Board Consent Dated July 24, 2000
--------------------------------------------------
WHEREAS, the Board of Directors wishes to motivate and create
incentives to employees, directors, and consultants to increase the value of the
Company; and
NOW, THEREFORE, BE IT RESOLVED, as an amendment to the Board
Consent Approved on July 24, 2000 that the Board of Directors does hereby
approve the issuance of the Warrants, Incentive Stock Options ("ISO's") and
Non-Qualified Stock Options ("NQSO's") to Habif, Arogeti, and Wynne, in
fulfillment of the consulting agreement entered into between Global e Tutor,
Inc. and Habif, Arogeti and Wynne, LLP on February 21, 2000 and in accordance
with the stock option and warrant quantities and pricing set forth in the
attached chart displayed as Exhibit B, rather than at the $1.00 price reflected
in the aforementioned Board Consent.
FURTHER RESOLVED, that any act taken or deed done by any director,
officer or agent of the Company in accordance with any of the above resolutions
or to facilitate the actions contemplated by the resolutions is hereby approved,
ratified, confirmed and adopted; and that the directors, officers, and agents of
the Company are authorized to take and do such further acts and deeds, and to
execute and deliver, for and in the name of the Company, such other documents,
papers, and instruments as they deem to be necessary, appropriate, advisable or
required in order to effectuate the purpose and intent of the resolutions and to
consummate the actions contemplated by the resolutions, and the taking of any
such acts and deeds, and the execution and delivery of any such documents,
papers and instruments are hereby approved, ratified, confirmed and adopted;
<PAGE>
Effective August 16, 2000.
/s/ Jerry Barton
------------------------
Jerry L. Barton
/s/ James Lewis
------------------------
James W. Lewis
/s/ Thomas McMurrain
------------------------
Thomas E. McMurrain
/s/ Claes Nobel
------------------------
Claes Nobel
<PAGE>
EXHIBIT B
---------
See Engagement Letter Dated 2/21/00- Below Sentence if from engagement letter -
this is the determination of our price. Note: Our equity participation will
always be at the lwer of equity raised or options/ warrants given to employees
or non/employees
<TABLE>
<CAPTION>
Options Due Habit, Arogeti & Wynne, LLP OPTIONS Price Expiration Date
------- ----- ---------------
<S> <C> <C> <C> <C>
GET, Inc. 5/17/00 Habif, Arogeti & Wynne 7,687 $ 0.50 5/17/05
GET, Inc. 5/26/00 Habif, Arogeti & Wynne 16,000 $ 0.50 5/26/05
GET, Inc. 6/14/00 Habif, Arogeti & Wynne 5,333 $ 1.50 6/14/05
GET, Inc. 6/27/00 Habif, Arogeti & Wynne 7,762 $ 1.50 6/27/05
--------
36,782
Warrants Due Habif, Arogeti & Wynne, LLP Note: These warrants were disclosed and
previously accounted for as warrants in the 8K filing.
<CAPTION>
Warrants Price Expiration Date
------- ----- ---------------
<S> <C> <C> <C>
Global E Tutor, Inc. 2/21/00 Habif, Arogeti & Wynne 32,000 $ 0.25 2/21/05
Global E Tutor, Inc. 3/8/00 Habif, Arogeti & Wynne 54,816 $ 0.25 3/8/05
Global E Tutor, Inc. 3/8/00 Habif, Arogeti & Wynne 32,000 $ 0.25 3/8/05
Global E Tutor, Inc. 4/5/00 Habif, Arogeti & Wynne 21,392 $ 0.50 4/5/05
Global E Tutor, Inc. 4/21/00 Habif, Arogeti & Wynne 16,000 $ 0.50 4/21/05
--------
156,208
</TABLE>
