EXHIBIT B
WRITTEN CONSENT
OF
PUBLIC ACCESS LIGHTING, L.L.C.
Pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act,
Public Access Lighting, L.L.C. as the owner of more than fifty percent (50%) of
the outstanding voting common stock of Computer Power, Inc., without a meeting
and without a vote, by this written consent takes the actions as follows:
1. Election of Maureen Mulholland to the Board of Directors of Computer
Power, Inc. to serve in that position until the next annual meeting of the
shareholders and her successor shall have been elected and qualified.
2. Subject to the affirmative recommendation of the Board of Directors
of Computer Power, Inc., the merger of Computer Power Inc. into a newly formed
subsidiary of Public Access Lighting, L.L.C. subject to the provisions of the
New Jersey Business Corporation Act. The terms of the merger shall be that each
shareholder of Computer Power, Inc., other than Public Access Lighting, L.L.C.
shall receive twenty-eight cents (28(cent)) per share plus interest thereon
until the date that the merger is effective under the New Jersey Business
Corporation Act, and such other terms and conditions as set forth in the
attached Plan of Merger.
These resolutions shall be effective at the earliest date as allowed
under the New Jersey Business Corporation Act.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of
this ___ day of May, 2000.
PUBLIC ACCESS LIGHTING, L.L.C.,
a Delaware Limited Liability Company
By: ______________________________________
Name: Susan M. Larson
Its: Managing Member
