Resolution by Unanimous Consent of All of the Members of
                   The Board of Directors of FUELNATION, INC.

--------------------------------------------------------------------------------

         The undersigned, being all of the members of the Board of Directors of
FuelNation, Inc. a Florida corporation (the "Corporation"), hereby take the
following actions, and consent to the adoption of the following resolutions by
unanimous consent, without a meeting with the same force and effect as if said
resolutions had been duly adopted at a duly convened meeting of the Board of
Directors pursuant to the By-Laws of the Corporation and the laws of the State
of Florida:

         IT IS HEREBY RESOLVED, On August 15, 2002 the then CEO and President of
the company, Chris Salmonson, was arrested by the Sheriff's Office in Broward
County, Florida and was held on charges of grand theft relating to a real estate
transaction that failed, with a church. The CEO and President denies that he has
committed any offense or violation of law and has assured the Company that he
will vigorously defend himself against the charges made against him. Mr.
Salmonson has retained counsel with respect to these matters, and counsel is
working toward his defense.

         The Company needs assistance from a professional consultant familiar
with all aspects of public debt structure and negotiations. The company also
needs someone familiar with the day to day operations and the know how to
complete the secured taxable note financing in the amount of $100 million
dollars. It is hereby agreed to continue the existing employment contracts
economic terms and conditions with Mr. Chris Salmonson, during the time he has
agreed to step a side from his position as CEO and President until the
allegations against him are settled. Mr. Salmonson has agreed to maintain a full
time consulting position with the company and all expenses including travel and
vehicle will be reimbursed.

         The Company further agrees to allow Mr. Chris Salmonson to remain as
signatory on the existing bank account of Bank of America, including to maintain
his signatory authority to engage the company in debt obligations, sign stock
transfers, settle debt, etc., until such time both party's mutually agree and or
there is a full time replacement for his day to day activities and the company
has reimbursed him for accrued payroll and relieved him of outstanding loans
guaranteed by him. If for any reason his service to the company is terminated
for any reason or his stock position is diluted - all loans will become due and
payable upon such termination within 5 business days of termination. During the
term of his consultation with the company the company agrees to a non-dilution
period and will not dilute Mr. Salmonson's stock position. In the event of a
dilution the company agrees to compensate Mr. Salmonson with additional shares
within 15 business days.

         WHEREAS, the Company deemed it to be in the best interest of the
Company to approve these services upon the terms and conditions contained
therein.

         WHEREAS, The Company relies upon these services to complete its bond
financing to operate as a going concern and hereby approves the same.

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         IT IS FURTHER RESOLVED, that notwithstanding anything to the contrary
contained in the Certificate of Incorporation or the By-laws of the Corporation,
the written consent of the Board authorizing the foregoing resolutions may be
executed in counterparts and/or by facsimile; and

         IN WITNESS WHEREOF, the undersigned have executed this Consent as of
November 28, 2002.

                                      THE BOARD OF DIRECTORS OF FUELNATION INC.


                                      By: /s/ CHRIS R. SALMONSON
                                          --------------------------------------
                                          Chris R. Salmonson

                                      By: /s/ SHAIKH ISA MOHAMMED ISA AL-KHALIFA
                                          --------------------------------------
                                          Shaikh Isa Mohammed Isa Al-Khalifa

                                      By: /s/ WILLIAM C. SCHLECHT
                                          --------------------------------------
                                          William C. Schlecht

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