<PAGE>

Exhibit 10.1

                                       EXHIBIT A


                                  CREDIT AGREEMENT

       THIS CREDIT AGREEMENT  (this "AGREEMENT") is entered into as of the 29th
day of April 2000 by and among USIP.com, Inc., INC., a Utah corporation (the
"Company"), and Lilly Beter Capital Group, (the "LENDER").

                                 W I T N E S S E T H:

       1.     The Company has requested that the Lender provide the Company with
a credit facility.

       2.     The Lender is willing to provide such a facility of up to $200,000
to the Company upon the terms and subject to the conditions hereinafter set
forth.

       NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.     DEFINITION OF TERMS

1.1    DEFINITIONS.  As used in this Agreement, all exhibits hereto and in any
note, certificate, report, or other Loan Documents made or delivered pursuant to
this Agreement, the following terms have the respective meanings assigned to
them in this SECTION 1 or in the SECTION or recital referred to below:

"ADVANCE" means the disbursement by the Lender of a sum or sums lent to the
Company pursuant to this Agreement.

"ADVANCE DATE" has the meaning set forth in SECTION 2.2(a).

"AGREEMENT" means this Credit Agreement, including the EXHIBITS hereto, as the
same may be terminated, cancelled, renewed, extended, amended, or modified from
time-to-time

"EVENT OF DEFAULT" has the meaning set forth in SECTION 3.1.

"GAAP" means those generally accepted accounting principles and practices,
applied on a consistent basis, which are recognized as such by the American
Institute of Certified Public Accountants acting through its Accounting
Principles Board and the Financial Accounting Standards Board and/or their
respective successors and which are applicable in the circumstances as of the
date in question.

"LOAN DOCUMENTS" means this Agreement, the Note and any agreements, documents
(and with respect to this Agreement, and such other agreements and documents,
any renewals, extensions, amendments, or supplements thereto), or certificates
at any time executed or delivered pursuant to the terms of this Agreement.

"NOTE" means the Credit Note executed by the Company and delivered pursuant to
the terms of this Agreement, a form of which is attached hereto as EXHIBIT A,
together with any renewals, extensions, or modifications thereof.

"NOTICE OF BORROWING" means a notice substantially in the form of EXHIBIT B
attached hereto.


                                      12
<PAGE>

"OBLIGATIONS" means all present and future indebtedness, obligations, and
liabilities of every type and description of the Company at any time arising
under or in connection with this Agreement or any other Loan Document due or to
become due to the Lender or any other Person and shall include (i) all liability
for principal of and interest (including post-petition interest on the Principal
Debt) and (ii) all liability under the Loan Documents for any additional
interest, fees, taxes, compensation, costs, losses, expense reimbursements and
indemnification.

"PERSON" shall include an individual, agent, corporation, joint venture, general
or limited partnership, trust, unincorporated organization, or government, or
any agency or political subdivision thereof.

"PRINCIPAL DEBT" means, as of any date, the sum of the outstanding principal
balance of all outstanding Advances hereunder as of such date.

"CREDIT COMMITMENT" means up to $200,000, as the same may be decreased by the
Company pursuant to SECTION 2.1 or terminated by the Lender, at Lender's sole
discretion, or pursuant to SECTION 3.2.

"TERMINATION DATE" means whenever the Lender, chooses to terminate any or all
funding.

"UNUSED COMMITMENT" means, as of any date, (a) the Credit Commitment, MINUS (b)
the Principal Debt.

1.2    ACCOUNTING TERMS.  As used in this Agreement, and in any certificate,
report, or other document made or delivered pursuant to this Agreement,
accounting terms not defined in SECTION 1.1, and accounting terms partly defined
in SECTION 1.1 to the extent not defined, have, as of any date, the respective
meanings given to them under GAAP and all references to balance sheets or other
financial statements means such statements, prepared in accordance with GAAP as
of such date.

1.3    RULES OF CONSTRUCTION.  When used in this Agreement:  (a) "OR" is not
exclusive; (b) a reference to a law includes any amendment or modification to
such law; (c) a reference to a Person includes its permitted successors and
permitted assigns; (d) except as provided otherwise, all references to the
singular shall include the plural and VICE VERSA; (e) except as provided in this
Agreement, a reference to an agreement, instrument, or document shall include
such agreement, instrument, or document as the same may be amended, modified,
renewed, extended, restated, or supplemented from time to time in accordance
with its terms and as permitted by the Loan Documents; (f) all references to
SECTIONS or EXHIBITS shall be to Sections or Exhibits of this Agreement, unless
otherwise indicated; (g) all EXHIBITS to this Agreement shall be incorporated
into this Agreement; (h) the words "INCLUDE," "INCLUDES," and "INCLUDING" shall
be deemed to be followed by the phrase "WITHOUT LIMITATION;" and (i) except as
otherwise provided herein, in the computation of time from a specified date to a
later specified date, the word "FROM" means "FROM AND INCLUDING" and words "TO"
and "UNTIL" each mean "to but excluding."


2.     THE CREDIT LOAN

2.1    THE CREDIT COMMITMENT.  Subject to the terms and conditions of this
       Agreement, the Lender agrees to extend to the Company, from the date
       hereof through the Termination Date, a line of credit, which shall not
       exceed at any one time outstanding the then-current Credit Commitment.
       The Lender shall have the right to approve each and every Advance request
       subject to the status of the Company. The Lender may terminate this
       Agreement, and all funding at any time for any reason without notice to
       the Company.

2.2    MANNER OF BORROWING.

              (a)    NOTICE OF BORROWING.  The Company may request an Advance by
       submitting to Lender a Notice of Borrowing (in writing or by telephone
       followed by written notice within one (1) business day), which is
       irrevocable and binding on the Company.  Each Notice of Borrowing


                                      13
<PAGE>

       must be received by the Lender no later than 10:00 a.m. (Eastern
       Standard Time) on the fifth (5th) business day before the date on
       which funds are requested (the "ADVANCE DATE").

              (b)    ADVANCES.  The obligation of the Lender to make any
       Advance under this Agreement (including the initial Advance) shall be
       subject to the conditions precedent that, as of the date of such Advance
       and after giving effect thereto,  (i) there exists no Event of Default;
       and (ii) the Lender shall have timely received from the Company a Notice
       of Borrowing, and all of the statements contained in such Notice of
       Borrowing shall be true and correct; and (iii) that Lender has not
       disapproved an advance or has not  terminated the funding.

              (c)    FUNDING.  Subject to approval by Lender, and the terms and
       conditions in this Agreement, by not later than 2:00 p.m., Eastern
       Standard time, on the date specified as an Advance Date, the Lender shall
       make available the amount of such Advance under the Credit Commitment in
       immediately available funds.

              (d)     Lender shall not be obligated to make any advance to the
       Company if Lender or its agent has not approved the advance, or if Lender
       has terminated this Agreement.

2.3    NOTE.  The Principal Debt shall be evidenced by the Note in form and
substance satisfactory to the Lender executed by the Company, which Note shall
be (a) dated the date hereof, (b) in the amount of up to $200,000, and
(c) payable to the order of the Lender.

2.4    INTEREST AND PRINCIPAL PAYMENTS.

       (a)    INTEREST RATE, PAYMENT OF INTEREST AND CALCULATION.  The Company
       promises to pay interest on the Principal Debt outstanding from time to
       time at the rate of ten percent (10%) per annum (the "INTEREST RATE") or,
       if less, the maximum rate permitted by applicable law.  Past due amounts
       (including interest, to the extent permitted by law will also accrue
       interest at the Interest Rate or, if less, the maximum rate permitted by
       applicable law, and will be payable on demand.  Interest on the Principal
       Debt will be calculated on the basis of a 360-day year of twelve 30-day
       months.  The Company will pay interest in arrears, on the Termination
       Date or shall be declared to be or shall automatically become due and
       payable, on the principal sum hereof outstanding, from the most recent
       date to which interest has been paid on the Principal Debt, or if no
       interest has been paid on the Principal Debt from the date of this
       Agreement until payment in full of the Principal Debt has been made.

       (b)    PRINCIPAL PAYMENTS.  The unpaid Principal Debt together with all
       accrued interest thereon shall be due and payable on the Termination
       Date.

       (c)    OPTIONAL PREPAYMENTS.  The Company shall have the right, from
       time-to-time, to prepay the unpaid Principal Debt or accrued interest, in
       whole or in part, without premium or penalty.

2.5    MANNER AND APPLICATION OF PAYMENTS.  All payments and prepayments by the
Company on account of principal, interest, and fees hereunder shall be made in
immediately available funds.  All such payments shall be made to the Lender at
its principal office specified in the Note, not later than 12:00 noon, Eastern
Standard time, on the date due and funds received after that hour shall be
deemed to have been received by the Lender on the next following business day.
If any payment is scheduled to become due and payable on a day which is not a
business day, then such payment shall instead become due and payable on the
immediately following business day and interest on the principal portion of such
payment shall be payable at the then applicable rate during such extension.  All
payments made on the Note shall be applied first to accrued interest and then to
principal (in the inverse order of maturity in the case of prepayments).

2.6    DEFAULT RATE.  If permitted by law, all past-due principal of and accrued
       interest on the Note bears interest from maturity (stated or by
       acceleration) at fourteen percent (14%) per annum, or, if less,


                                   14
<PAGE>

       the maximum rate permitted by applicable law, until paid, regardless
       whether payment is made before or after entry of a judgment.


3.     EVENTS OF DEFAULT

3.1    EVENTS OF DEFAULT.  An "EVENT OF DEFAULT" shall exist if any one or more
of the following events (herein collectively called "EVENTS OF DEFAULT") shall
occur and be continuing:

              (a)    the Company shall fail to pay the amount due to the Lender
       at the Termination Date,

              (b)    the Company shall (i) apply for or consent to the
       appointment of a receiver, trustee, custodian, intervenor, or liquidator
       of itself or of all or a substantial part of its assets, (ii) file a
       voluntary petition in bankruptcy, admit in writing that it is unable to
       pay its debts as they become due, or generally not pay such debts as they
       become due, (iii) make a general assignment for the benefit of creditors,
       (iv) file a petition or answer seeking reorganization of an arrangement
       with creditors or to take advantage of any bankruptcy or insolvency laws,
       (v) file an answer admitting the material allegations of, or consent to,
       or default in answering, a petition filed against it in any bankruptcy,
       reorganization, or insolvency proceeding, or (vi) take corporate or
       partnership action for the purpose of effecting any of the foregoing; or

              (c)    an involuntary proceeding shall be commenced against the
       Company seeking bankruptcy or reorganization of the Company or the
       appointment of a receiver, custodian, trustee, liquidator, or other
       similar official or all or substantially all of such its assets, and such
       proceeding shall not have been dismissed within sixty (60) days of the
       filing thereof; or an order, order for relief, judgment, or decree shall
       be entered by any court of competent jurisdiction or other competent
       authority approving a petition or complaint seeking reorganization of any
       Company or appointing a receiver, custodian, trustee, liquidator, or
       other similar official, or of all or substantially all of its assets.

3.2    REMEDIES UPON EVENT OF DEFAULT.  If any Event of Default shall occur and
be continuing, then the Lender may, without notice, exercise any one or more of
the following rights and remedies, and any other remedies provided in any of the
Loan Documents, as the Lender in its sole discretion may deem necessary or
appropriate: (a) terminate the Lender's commitment to lend hereunder,
(b) declare the Obligations or any part thereof to be forthwith due and payable,
whereupon the same shall forthwith become due and payable without presentment,
demand, protest, notice of default, notice of acceleration or of intention to
accelerate, or other notice of any kind, all of which the Company hereby
expressly waives, anything contained herein or in the Note to the contrary
notwithstanding, (c) reduce any claim to judgment, or (d) without notice of
default or demand, pursue and enforce any of the Lender's rights and remedies
under the Loan Documents, or otherwise provided under or pursuant to any
applicable law or agreement; PROVIDED, HOWEVER, if any Event of Default
specified in SECTIONS 3.1(b) or (c) shall occur, then the Obligations shall
thereupon become due and payable concurrently therewith, and the Lender's
obligation to lend shall immediately terminate hereunder, without any further
action by the Lender and without presentment, demand, protest, notice of
default, notice of acceleration or of intention to accelerate, or other notice
of any kind, all of which the Company hereby expressly waives.

3.3    ORDER OF APPLICATION.

       (a)    NO DEFAULT.  If no Event of Default exists, then except as
       specifically provided in the Loan Documents, any payments shall be
       applied to the Obligations in the order and manner as set forth in
       SECTION 2.5.

       (b)    DEFAULT.  If an Event of Default exists, then any payment
       (including proceeds from the exercise of any rights and remedies in the
       Collateral) shall be applied in the following order:


                                      15
<PAGE>

              (i)    to all fees and expenses which the Lender has not been paid
              or reimbursed in accordance with the Loan Documents;

              (ii)   to accrued interest on the Principal Debt; and

              (iii)  to the remaining Obligations in the order and manner as the
              Lender deems appropriate.

4.     MISCELLANEOUS

4.1    NOTICES.  Any communications required or permitted to be given by any of
the Loan Documents must be (a) in writing and personally delivered or mailed by
prepaid certified or registered mail, or (b) made by facsimile transmission
delivered or transmitted, to the party to whom such notice of communication is
directed, to the address of such party shown opposite its name on the signature
pages hereof.  Any such communication shall be deemed to have been given
(whether actually received or not) on the day it is personally delivered or, if
transmitted by facsimile transmission, on the day that such communication is
transmitted as aforesaid subject to telephone confirmation of receipt; PROVIDED,
HOWEVER, that any notice received by Lender after 10:00 a.m. Eastern Standard
time on any day from the Company pursuant to SECTION 2.2 shall be deemed for the
purposes of such SECTION to have been given by the Company on the next
succeeding day, or if mailed, on the third (3rd) day after it is marked as
aforesaid.  Any party may change its address for purposes of this Agreement by
giving notice of such change to the other parties pursuant to this SECTION 4.1.

4.2    GOVERNING LAW.  THIS AGREEMENT HAS BEEN PREPARED, IS BEING EXECUTED AND
DELIVERED, AND IS INTENDED TO BE PERFORMED IN THE STATE OF FLORIDA AND THE
SUBSTANTIVE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT AND ALL OF THE OTHER LOAN
DOCUMENTS.

4.3    CHOICE OF FORUM; CONSENT TO SERVICE OF PROCESS AND JURISDICTION.  Any
suit, action, or proceeding against the Company with respect to this Agreement,
the Note, or other Loan Documents, or any judgment entered by any court in
respect thereof, shall be brought in the courts of the state of Florida as the
Lender in its sole discretion may elect, and the Company hereby irrevocably
submits to the nonexclusive jurisdiction of such courts for the purpose of any
such suit, action, or proceeding.  The Company hereby irrevocably consents to
the service of process in any suit, action, or proceeding in said court by the
mailing thereof by the Lender by registered or certified mail, postage prepaid,
to the Company's address shown opposite its name on the signature pages hereof.
Nothing herein or in any of the other Loan Documents shall affect the right of
Lender to serve process in any other manner permitted by law or shall limit the
right of Lender to bring any action or proceeding against the Company or with
respect to any of its property in courts in other jurisdictions.  The Company
hereby irrevocably waives any objections which it may now or hereafter have to
the laying of venue of any suit, action, or proceeding arising out of or
relating to this Agreement, the Note, or any other Loan Documents brought in the
courts LOCATED IN THE STATE OF FLORIDA, and hereby further irrevocably waives
any claim that any such suit, action, or proceeding brought in any such court
has been brought in any inconvenient forum.  Any action or proceeding by the
Company against the Lender shall be brought only in a court located in the State
of Florida.

4.4    INVALID PROVISIONS.  Any provision of any Loan Document held by a court
of competent jurisdiction to be illegal, invalid or unenforceable shall not
invalidate the remaining provisions of such Loan Document which shall remain in
full force and the effect thereof shall be confined to the provision held
invalid or illegal.

4.5    SUCCESSORS AND ASSIGNS.  The Loan Documents shall be binding upon and
inure to the benefit of the Company and the Lender and their respective
successors, assigns, and legal representatives; PROVIDED, HOWEVER, that the
Company may not, without the prior written consent of the Lender, assign any
rights, powers, duties, or obligations thereunder.  The Lender reserves the
right to sell all or a portion of its interest


                                      16
<PAGE>

in the Loan Documents, and the Lender shall have the right to disclose any
information in its possession regarding the Company to any potential
transferee of the Note or any part thereof.

4.6    HEADINGS.  SECTION headings are for convenience of reference only and
shall in no way affect the interpretation of this Agreement.

4.7    NO THIRD PARTY BENEFICIARY.  The parties do not intend the benefits of
this Agreement to inure to any third party, nor shall any Loan Document or any
course of conduct by any party hereto be construed to make or render the Lender
or any of its officers, directors, agents, or employees liable (a) to any
materialman, supplier, contractor, subcontractor, purchaser, or lessee of any
property owned by the Company, or (b) for debts or claims accruing to any such
Persons against the Company.

4.8    MULTIPLE COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

4.9    ENTIRETY.  THIS AGREEMENT, THE NOTE, AND THE OTHER LOAN DOCUMENTS
REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO
AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.  THE PROVISIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH THE COMPANY IS A PARTY MAY BE AMENDED OR
WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO.

4.10   CONFIDENTIALITY.  The Lender agrees to keep confidential any information
furnished or made available to it by the Company pursuant to this Agreement that
is marked confidential; PROVIDED THAT nothing herein shall prevent the Lender
from disclosing such information (a) to any affiliate of the Lender, or any
officer, director, employee, agent, or advisor of the Lender or any affiliate of
the Lender, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
legal requirement, (d) upon the order of any court or administrative agency,
(e) upon the request or demand of any governmental authority, (f) that is or
becomes available to the public or that otherwise becomes available to the
Lender other than as a result of a disclosure by the Lender prohibited by this
Agreement, (g) in connection with any litigation to which the Lender or any of
its affiliates may be a party, (h) to the extent necessary in connection with
the exercise of any remedy under this Agreement or any other Loan Document, and
(i) subject to provisions substantially similar to those contained in this
SECTION, to any actual or proposed participant or assignee.

       IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.


Address for Notice:
                                          LENDER:

2424 North Federal Highway, Suite 150     Lilly Beter Capital Group, Ltd.
Boca Raton, Florida 33431
                                          By: /s/ Richard Kosloske
                                             ----------------------
                                          Name: Richard Kosloske
                                               --------------------
                                          Title: President
                                                ------------


                                      17
<PAGE>

                                          COMPANY:

7323 Oswego Road, Suite 930               USIP.com, Inc.
Liverpool, New York 13090                 A Utah Corporation

                                          By: /s/ Craig Burton
                                             -------------------
                                          Name: Craig Burton
                                               -----------------
                                          Title: President
                                                ----------


                                      18
<PAGE>

                                     EXHIBIT A
                                 TO LOAN AGREEMENT


                                    CREDIT NOTE

                                   Up to $200,000

                                   April 29, 2000

Lilly Beter Capital Group, Ltd.
2424 North Federal Highway, 150
Boca Raton, Florida 33431




       FOR VALUE RECEIVED, the undersigned, USIP.com, Inc., a Utah corporation
(the "COMPANY"), hereby unconditionally promises to pay to the order of Lilly
Beter Capital Group, Ltd., (the "LENDER"), located at 2424 North Federal
Highway, Suite 150, Boca Raton, Florida 33431 in lawful money of the United
States of America and in immediately available funds, the principal amount of up
to (a) TWO HUNDRED THOUSAND ($200,000), or, if less, (b) such lesser amount as
shall equal the aggregate unpaid principal amount of all Advances made by the
Lender to the Company pursuant to the Loan Agreement (as hereinafter defined),
in one payment together will all accrued and unpaid interest on the third
anniversary of the execution of this Note (the "Maturity Date").  The annual
interest rate shall be ten percent (10%) calculated from the date of each
Advance until the earlier of the repayment of such Advance, together with
accrued interest, or the Maturity Date, all as set forth in the Loan Agreement.

       The holder of this Note is authorized to endorse on the schedule annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date and amount of each Advance made
by the Lender to the Company pursuant to the Loan Agreement and the date and
amount of each payment or prepayment of principal thereof.  Each such
endorsement shall constitute PRIMA FACIE evidence of the accuracy of the
information endorsed.  The failure to make any such endorsement (or any error
therein) shall not affect the obligations of the Company in respect of any
Advance or the Loan Agreement.

       This Note is the Credit Note referred to in the Loan Agreement dated as
of April 29, 2000 (as amended, restated, supplemented or otherwise modified from
time to time, the "LOAN AGREEMENT"), among the Company, as borrower, and the
Lender, is unsecured and is subject to the provisions of the Loan Agreement.

       Upon the occurrence of any one or more Events of Default, or upon
cancellation of the Credit Agreement by Lender or Lender's agent, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as


                                      19
<PAGE>

provided in the Loan Agreement.

       All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest, notice of acceleration and intent to accelerate,
and all other notices of any kind.

       Unless otherwise defined herein, terms defined in the Loan Agreement and
used herein shall have the meanings given to them in the Loan Agreement.

       THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

                                          USIP.COM, INC.


                                          By: /s/ Craig Burton
                                             -------------------
                                          Name: Craig Burton
                                               -----------------
                                          Title: President
                                                ----------------


                                      20
<PAGE>

<TABLE>
<CAPTION>
                                                    Unpaid
                   Principal        Amount of      Principal
    Advance          Amount         Principal       Balance        Notation
      Date         of Advance         Paid          of Note         Made By
 -------------  ---------------- --------------- -------------- --------------
    <S>            <C>              <C>            <C>             <C>

</TABLE>









                                  Schedule to Note



                                      21
<PAGE>

                                   EXHIBIT B
                               TO LOAN AGREEMENT


                              NOTICE OF BORROWING

                                 April 29, 2000


Lilly Beter Capital Group, Ltd.
2424 North Federal Highway, Suite 150
Boca Raton, Florida 33431

       The undersigned, USIP.com, Inc., a Utah corporation (the "COMPANY"),
refers to the Credit Agreement dated as of April 29, 2000 (as amended or
modified from time to time, the "LOAN AGREEMENT"), among the Company, as
borrower, and Lilly Beter Capital Group, Ltd., as lender (the "LENDER").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Loan Agreement.

       The Company hereby gives you notice pursuant to Section 2.2 of the Loan
Agreement that it requests an Advance on the terms set forth below:

        (a)   The aggregate principal amount of the requested Advance is
$________.

       Delivery of an executed counterpart of this Notice of Borrowing by
telecopier will be effective as delivery of an original executed counterpart of
this Notice of Borrowing.


                     Very truly yours,

                     USIP.COM, INC.



                      By: ___________________________________
                      Name:______________________________
                      Title:  ______________________________


                                      22
<PAGE>

                                   USIP.COM, INC.

                             UNANIMOUS WRITTEN CONSENT
                           (IN LIEU OF A SPECIAL MEETING)

                                         OF

                               THE BOARD OF DIRECTORS

                                   APRIL 29, 2000

       The undersigned, constituting all of the members of the Board of
Directors (the "Board") of USIP.com, Inc., a Utah corporation (the "Company"),
and acting pursuant to the Utah Business Corporation Act and the Articles of
Incorporation and Bylaws, each as amended, of the Company, do hereby consent to
the action described herein and adopt the following resolutions as resolutions
of the Board:


                            APPROVAL OF LOAN TRANSACTIONS

              RESOLVED, that the Company enter into a separate credit
       agreement, in substantially the form presented to the Board and
       attached hereto as EXHIBIT A (each a "Loan Agreement"), with the
       following: Lilly Beter Capital Group, Ltd., ("Lender"); and

              FURTHER RESOLVED, that the Company execute,
       contemporaneously with the Loan Agreement and in favor of the
       Lender, a credit note in the form attached as an exhibit to the
       Loan Agreement, representing a three-year line of credit with the
       Lender not to exceed, at any one time, the amount of $200,000.

                                    MISCELLANEOUS

              RESOLVED, that any acts of any appropriate officer of the
       Company and of any person or persons designated and authorized to
       act by any such officer, which acts would have been authorized by
       the foregoing resolutions except that such acts were taken prior
       to the adoption of such resolutions, be, and they hereby are,
       severally ratified, confirmed, and approved;

              FURTHER RESOLVED, that the officers of the Company be, and
       each of them hereby is, authorized and empowered to certify to the
       passage of the foregoing resolutions and to certify as to the
       authenticity of the signatures of any person or persons executing
       any of the foregoing documents by or on behalf of the Company; and


                                      23
<PAGE>

              FURTHER RESOLVED, that in addition to and without limiting
       the foregoing, the appropriate officers of the Company be, and
       each hereby is, authorized to take, or cause to be taken, such
       further action and to execute and deliver, or cause to be executed
       and delivered, for and in the name and on behalf of the Company,
       all such further instruments and documents as such proper officer,
       with the advice of counsel, may deem to be necessary or advisable
       in order to effect the purpose or intent of the foregoing
       resolutions and to be in the best interests of the Company (as
       conclusively evidenced by the taking of such action or the
       execution and delivery of such instruments or documents, as the
       case may be, by or under the direction of any authorized officer),
       and all action heretofore taken by the officer of the Company in
       connection with the subject of the foregoing resolutions be, and
       it hereby is, approved, ratified and confirmed in all respects as
       the act and deed of the Company.


       IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written
Consent (In Lieu of Special Meeting) of the Board of Directors of USIP.com,
Inc., as of the day and year first above written.



                                             /s/ Craig Burton
                                          Craig R. Burton, President


                                           /s/ Joseph J. Passalaqua
                                      Joseph J. Passalaqua, Secretary/Treasurer


                                            /s/ Carl E. Worboys
                                         Carl E. Worboys, Director


                                                /s/ Lilly Beter
                                           Lilly Beter, Director


                                      24