RESOLUTION OF THE BOARD OF DIRECTORS
OF
Sphinx Industries, Inc.
A Nevada Corporation
BE IT RESOLVED that:
R. D. Fritzler is hereby appointed as president of the Corporation.
R. D. Fritzler is hereby appointed as secretary of the Corporation.
R. D. Fritzler is hereby appointed as treasurer of the Corporation.
BE IT RESOLVED that, in accordance with the by-laws of the Corporation, the
president shall:
-Manage and be responsible for daily operation of the Corporation's
business affairs.
-Set all employment policies and practices.
-Be authorized to borrow money and make loans at his discretion.
-Be authorized to make purchases, enter into contracts, and execute any
documents representing debts of any nature on behalf of the
Corporation.
-Be authorized to make any decisions, take any action, issue any
directive necessary for the transaction of the Corporation's business.
BE IT RESOLVED that, in accordance with the by-laws of the Corporation, the
secretary shall:
-Manage, be responsible for, and maintain the record of the
Corporation's business affairs.
-Attend all meetings of the stockholders and directors.
-Transcribe the minutes of these meetings.
-Organize all documents of the Corporation.
BE IT RESOLVED that, in accordance with the by-laws of the Corporation, the
treasurer shall:
-Manage and be responsible for the finances of the corporation's
business affairs.
-Be responsible to pay all corporate debts.
-Maintain accurate financial records for the Corporation.
Dated as of March 20, 1997
original signature on file
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Director