UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
CAPITAL GROWTH, INC.
The undersigned, being the sole duly elected and incumbent
director of Capital Growth, Inc., a Nevada corporation (the "Company"), acting
pursuant to Section 78.315 of the Nevada Revised Statutes, does hereby consent
to and adopt the following resolutions, effective the latest date hereof
unless indicated otherwise, to-wit:
RESOLVED, that the Company does hereby adopt and approve a
proposal to offer and sell its securities as otherwise described
below, and in connection therewith, does hereby authorize and
approve the following:
(i) The distribution of one common stock purchase warrant
for every four shares of common stock owned in the
Company (the "Warrants" or "Warrant Distribution") to
its stockholders of record on September 14, 2000 (the
"Record Date"), with such Warrants to have and be
subject to the following terms and conditions, among
others:
(a) Termination Date: September 30, 2005;
(b) Exercise Price: $1.00, provided that the
Exercise Price can be lowered, in the discretion
of the Company; and
(c) Redeemable at $0.001 per Warrant at any time
upon 30 days written notice if the underlying
shares of common stock of the Company have
publicly traded on the OTC Bulletin Board or any
recognized national medium on which the
Company's common stock trades at a price of
$3.00 for 10 consecutive days, provided,
however, this redemption is subject to there
being an effective registration statement (the
"Registration Statement") covering the Warrants
and/or the underlying shares, that in the
Company's discretion, will allow these Warrants
to be exercised following any such redemption
demand;
FURTHER, RESOLVED, that it is desirable and in the best interest
of the Company that these securities (the Warrants and/or the
underlying shares) be registered with the Securities and Exchange
Commission and qualified or registered for sale in certain states
prior to distribution, and that:
(a) The President is hereby authorized to determine
the states in which these securities should be
registered or qualified and to take all
necessary action to accomplish such registration
or qualification, along with the filing of the
Registration Statement with the Securities and
Exchange Commission, and to execute and deliver
on the Company's behalf the Registration
Statement, state registration statements and/or
qualifications and all papers, documents,
applications, reports, surety bonds,
undertakings, consents or appointments of
service of process or otherwise to accomplish
these actions; and
(c) The execution and filing of any such documents
or the doing of any act incident to carrying out
the intent of the foregoing resolutions shall
conclusively establish the authority therefor
from the Company and approval and ratification
by the Company of the papers and documents so
executed and the actions so taken;
FURTHER, RESOLVED, that the President or any officer designated by
the President is authorized, empowered and directed to take all
such further action and to execute, deliver, certify and file all
such additional instruments and documents, in the name of the
Company, under its seal or otherwise, and to pay all such costs
and expenses as such officer shall have approved as necessary or
advisable to carry out the intent and accomplish the purposes of
the foregoing resolutions and the transactions contemplated
thereby, including instructions to the Company's stock transfer
agent to issue the securities sold in the offering.
Dated: 08/31/00 __________________________________
David N. Nemelka, Director
