<PAGE>

                                                                       Exhibit A

                            MOYCO TECHNOLOGIES, INC.
                     Unanimous Written Consent of Directors

                                  May 15, 2000

         The undersigned, being all of the members of the Board of Directors of
Moyco Technologies, Inc., a Pennsylvania corporation (the "Corporation"), do
hereby consent to the adoption of the Following resolutions in accordance with
the Bylaws of the Corporation and the Business Corporation Law.

         WHEREAS, the Board of Directors has for many years had an Audit
Committee to work with the Corporation's independent certified public
accountants and to assure that the Corporation's financial accounting conforms
to the best practice and that the Corporation has in place an adequate system of
financial controls; and

         WHEREAS, the Corporation is required by new rules adopted by the
Securities and Exchange Commission and as a condition to the continued listing
of its stock on the NASDAQ SmallCap Market to adopt a Charter for the Audit
Committee, in order to clarify its responsibilities and provide a framework for
its operations;

         NOW, THEREFORE, be it

         RESOLVED, that the following be, and is hereby, adopted as the Charter
of the Corporation's Audit Committee

                                  Organization

There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shaU be composed of directors who are independent
of the management of the corporation and are free of any relationship that, in
the opinion of the board of directors, would interfere with their exercise of
independent judgment as a committee member.

                              Statement of Policy

The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors) and the financial management of the
corporation.

Responsibilities

In carrying out its responsibilities, the audit committee's policies and
procedures shall remain flexible, in order to best react to changing conditions
and to ensure to the directors and shareholders that the


<PAGE>

MOYCO TECHNOLOGIES, INC.
Unanimous Written Consent of Directors
May 15, 2000                                                              Page 2

corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality,

         In carrying out these responsibilities, the audit committee will

o        Review and recommend to the directors the independent auditors to be
         selected to audit the financial statements of the corporation and its
         divisions and subsidiaries.

o        Meet with the independent auditors and financial management of the
         corporation to review the scope of the proposed audit for the current
         year and the audit procedures to be utilized, and al the conclusion
         thereof review such audit, including any comments or recommendations of
         the independent auditors.

o        Review with the independent auditors, the company's internal auditor,
         and financial and accounting personnel, the adequacy and effectiveness
         of the accounting and financial controls of the corporation, and elicit
         any recommendations for the improvement of such internal control
         procedures or particular areas where new or more detailed controls or
         procedures are desirable. Particular emphasis shaU be given to the
         adequacy of such internal controls to expose any payments,
         transactions, or procedures that might be deemed illegal or otherwise
         improper. Further, the committee periodically shaU review company
         policy statements to determine their adherence to appropriate rules of
         conduct.

         IN WITNESS WHEREOF, we have executed this Unanimous Consent of
Directors this 15th day of May, 2000.

----------------------------------       ------------------------------------
Marvin E. Sternberg                      Irvin Paul, DDS


----------------------------------       ------------------------------------
William Q. Woodhead                      Marvin Cravetz, DDS