VERSATECH, INC.
WRITTEN CONSENT IN LIEU OF A
SPECIAL MEETING OF THE BOARD OF DIRECTORS
September 29, 2000
In lieu of a Special Meeting of the Board of Directors of
VersaTech, Inc., a Nevada corporation, (the "Corporation"), the
Directors of the Corporation agree to the following resolutions:
Authorization and Approval to Issue Shares and File Form S-8
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RESOLVED, That the Board of Directors of the Corporation shall
and hereby do authorize its officers of the Corporation to
issue, or cause to be issued, an aggregate of 332,910 shares
to the following employees and consultants to the Corporation
in exchange for services rendered to the Corporation, such
shares to be registered with the Securities and Exchange
Commission under the Securities Act of 1933, by filing a
Form S-8, the form of which is attached hereto, be and the
same hereby is, in all respects, authorized, approved,
ratified and confirmed. Each of the listed individuals has
provided bona-fide services to the company which are not
connected in any manner to the offer or sale of a security in
a capital raising transaction and which did not, either
directly or indirectly, promote or maintain a market for
VersaTech's securities.
Employee or Consultant Number of Shares
---------------------- ----------------
Robert Orswell 18,000
Gary Stafford 24,000
Donald Bowens 16,000
Ronald Meredith 104,000
Michael J. Daily 64,170
Steve Krakonchuk 59,740
Steve Kaplan 20,000
Dorian Verizzo 27,000
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The Directors, by signing this consent, waive notice of the
time, place and purpose of the Special Meeting of the Board of
Directors and agree to the transaction of the business of the
Special Meeting by written consent of the Board of Directors in
lieu of such Special Meeting, such written consent to be effective
as of the date first above-written. This consent may be executed in
two or more counterparts.
APPROVED: DIRECTORS
/s/ MICHAEL J. DAILY /s/ STEVE KRAKONCHUK
Michael J. Daily Steve Krakonchuk
/s/ RONALD W. MEREDITH /s/ GARY STAFFORD
Ronald W. Meredith Gary Stafford
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CERTIFICATE OF SECRETARY
OF
VERSATECH, INC.
FOR
WRITTEN CONSENT IN LIEU OF
A SPECIAL MEETING OF THE BOARD OF DIRECTORS
I, Michael J. Daily, Secretary of VersaTech, Inc., (the
"Corporation"), hereby certify that I am the duly-elected Secretary
of the Corporation and that as such Secretary, that the foregoing
resolution contained in the attached minutes, dated September 27, 2000,
a consent of the Board of Directors in lieu of a Special Meeting
of the Board of Directors.
IN WITNESS WHEREOF, I have signed this Certificate to be
effective as of the 29th day of September, 2000.
/s/ MICHAEL J. DAILY
Michael J. Daily, Secretary
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