VERSATECH, INC.
WRITTEN CONSENT IN LIEU OF A
SPECIAL MEETING OF THE BOARD OF DIRECTORS
June 30, 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 848,100 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, as amended, 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
---------------------- ----------------
Becky Anke 25,000
Robert Orswell 15,000
Gary Stafford 22,500
Donald Bowens 18,600
Ronald Meredith 60,000
Michael J. Daily 60,000
Steve Krakonchuk 60,000
Tolga Katas 520,000
Mary Magouirk 7,000
Steve Kaplan 45,000
Dorian Verizzo 15,000
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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 June 30, 2000,
were approved by 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 30th day of June, 2000.
/s/ MICHAEL J. DAILY
Michael J. Daily, Secretary
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