WATERCHEF INC.
a Delaware Corporation
RESOLUTION ADOPTED BY AND WRITTEN CONSENT
OF WATERCHEF'S BOARD OF DIRECTORS
The undersigned being all the Directors of WaterChef Inc. (the "Corporation")
hereby consent to the following action and adopt the following recitals and
resolution as of August 21, 2000.
Whereas the Board of Directors has determined that it is in the best interest of
the Corporation and its stockholders to adopt the following resolution:
Pursuant to the Consulting Agreement by and between FM Computer Technology, LLC
and WaterChef, Inc., dated August 18, 2000, be it resolved that the Corporation
issue two million shares of common stock to the natural person(s) listed below
as full payment in lieu of cash for consulting services rendered to the
Corporation to provide marketing and sales consulting services to identify,
qualify and penetrate unserved market segments with the Company's line of water
dispenser products, and that such shares to be issued will be submitted for
registration on Form S-8 to be filed with the Securities and Exchange
Commission.
Sam Jacobowitz
U.S. Clearing DTC#158
Code 40
Spencer Winston &Co
Account # 369-18181-10
The undersigned direct that this consent be filed with the minutes of the
proceedings of the Board of Directors of the Corporation.
David A. Conway /s/David A. Conway
Martin Clare /s/Martin Clare
Richard P.Farkas /s/Richard P.Farkas
Henry Schwartz /s/Henry Schwartz
Marshall Sterman /s/Marshall Sterman
