<PAGE>
EXHIBIT 2.3
<PAGE>
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 July 24, 2000.
Appointment of the Chairman to the Executive Advisory Board
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WHEREAS, the Board of Directors of the Company has determined it to be in
the best interest of the Company to create an Executive Advisory Board to advise
the Company's Board of Directors and officers regarding certain strategic
issues.
WHEREAS, the Board of Directors of the Company has considered the
experience, talents, commitment and suitability of Mr. Stephen Gross and decided
that Mr. Gross is well qualified to serve as Chairman of the Company's Executive
Advisory Board.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company
hereby creates the Executive Advisory Board and appoints Stephen Gross to be
Chairman of the Executive Advisory Board to serve until such time as he may
resign, is removed or a replacement is appointed;
RESOLVED FURTHER, that the initial members of the Executive Advisory Board
will be Bob Cohn, Gary Hill, Karen Lennon, Ed Kramer, Stephen Martin, Milton
Butler, Michael Vlass, Dr. Noel Brown, Anthony Daniels, Dr. Donald Ratajczak,
and Stephen Gross to serve until such time as each may resign or is removed.
Adoption of 2000 Stock Incentive Plan
-------------------------------------
WHEREAS, the grants of stock options provided below in these resolutions
will use all available shares under the Global E Tutor, Inc. Stock Option Plan,
and the Board of Directors desires to create a new plan providing for the
issuance of stock options and other incentives relating to the Company's common
stock.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts
the Global E Tutor, Inc. 2000 Stock Incentive Plan in substantially the form
attached hereto and reserves 2,000,000 shares of common stock of the Company for
issuance thereunder.
RESOLVED FURTHER, that the 2000 Stock Incentive Plan will be submitted to
shareholders within twelve months of the date of this meeting for their
approval.
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Compensation of Mr. Barton
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WHEREAS, the Board of Directors of the Company has considered the
experience, leadership and talents of Jerry Barton in the position of CEO and
President and the contributions Mr. Barton will be able to make to the Company
in those positions, and the Company's financial ability to pay compensation, and
has determined that the following is an appropriate level of compensation for
Mr. Barton in the positions of CEO and President:
$50,000 Signing bonus
$175,000 Annual salary
NOW THEREFORE BE IT RESOLVED THAT Jerry Barton shall be compensated as
stated until such time as he resigns or his replacement is appointed by the
Board of Directors of the Company or another compensation level is set by the
Board of Directors.
Stock Option Grants
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WHEREAS, the Board of Directors wishes to motivate and create incentives to
employees, directors, and consultants to increase the value of the Company; and
WHEREAS, the Board of Directors wishes to make certain grants to James W.
Lewis and Jerry Barton in connection with their appointment as Directors.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
approve the issuance of the Incentive Stock Options ("ISO's") and Non-Qualified
Stock Options ("NQSO's") to the employees, directors, and consultants of the
Corporation at an exercise price of $1.00 per share as indicated on Exhibit A
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hereto.
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;
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Effective July 24, 2000.
/s/ Jerry L. Barton
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Jerry L. Barton
/s/ James W. Lewis
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James W. Lewis
/s/ Thomas E. McMurrain
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Thomas E. McMurrain
/s/ Claes Noble
----------------------------
Claes Noble
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Exhibit A
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<TABLE>
<CAPTION>
Type Number
---- ------
Name Position of of Vesting* Plan**
---- -------- -- -- ------- ----
Option Shares
------ ------
<S> <C> <C> <C> <C> <C>
Jerry Barton Employee ISO 300,000 33-1/3% SOP
NQSO 200,000 33-1/3% SOP
Holly Employee ISO 50,000 33-1/3% SOP
Cartmill
Scott Fellows Employee ISO 100,000 33-1/3% SOP
Marcus Employee ISO 100,000 33-1/3% SOP
Nobel
Deborah Employee ISO 50,000 33-1/3% SOP
Ward
Jerry Barton Director NQSO 250,000 50% SOP
James W. Director NQSO 250,000 50% SOP
Lewis
Dr. Noel Advisor NQSO 100,000 33-1/3% SOP
Brown
Milton Butler Advisor NQSO 100,000 33-1/3% SOP
Anthony Advisor NQSO 50,000 33-1/3% SOP
Daniels
Stephen Advisor NQSO 250,000 50% SOP
Gross
Ed Kramer Advisor NQSO 50,000 33-1/3% SOP
Dr. Donald Advisor NQSO 100,000 33-1/3% SIP
Ratajczak
Michael Advisor NQSO 100,000 33-1/3% SIP
Vlass
</TABLE>
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Habif, Consultant NQSO 252,990 33-1/3% ***
Arogeti, and
Wynne
Mary Consultant NQSO 100,000 33-1/3% SIP
Catherine
Wolff
* Vesting is the designated percentage per year of uninterrupted
service for the Company measured from the date of grant.
** "SOP" means the Global E Tutor, Inc. Stock Option Plan. SIP means the
Global E Tutor, Inc. 2000 Stock Incentive Plan.
*** An option to purchase [35,826] shares is granted under the SOP. The
balance is granted under the SIP.
