EXHIBIT 99.1

                              OPTIONS TALENT GROUP

         ACTION OF THE DIRECTORS BY WRITTENCONSENT WITHOUT A MEETING

The   undersigned,   being  the   directors   of  Options   Talent   Group  (the
"Corporation"),  a Nevada  corporation,  hereby  consent to the  adoption of the
following  resolutions  by written  consent in lieu of a  meeting,  pursuant  to
Section 78.315 of the Nevada Revised Statues:

BE IT  RESOLVED,  that the  Audit  Committee  Charter  in the form set  forth as
Exhibit A attached  hereto,  be and the same hereby are  approved and adopted as
the Audit Committee Charter for the Corporation; and

BE IT FURTHER  RESOLVED,  that in accordance  with the aforesaid Audit Committee
Charter,  the Audit  Committee  be, and hereby is,  comprised  of the  following
directors:

      R. Edward Bell
      Rafiah Kashmiri

BE IT FURTHER  RESOLVED,  that a Policies and Procedures Manual in substantially
the form of Exhibit B attached hereto,  be, and is hereby,  approved and adopted
as the Policies and  Procedures  Manual for the  Corporation  and its  operating
subsidiaries;

BE IT FURTHER RESOLVED, that the Stock Option Plan attached as Exhibit C be, and
hereby is, adopted as the Stock Option Plan for the Corporation; and

BE IT  FURTHER  RESOLVED,  that the  stock  option  grants  proposed  under  the
aforesaid  Stock  Option Plan and set forth in Exhibit D be, and the same hereby
are, approved; and

BE IT FURTHER RESOLVED, that the Employment Agreements attached as Exhibit E be,
and the same hereby are, approved, affirmed and ratified in every respect; and

BE IT  FURTHER  RESOLVED,  the  Consulting  Agreements  set forth in  Exhibit F,
attached hereto, be and the same hereby are, approved,  affirmed and ratified in
every respect; and

BE IT FURTHER RESOLVED,  that the following persons be, and the same hereby are,
designated  as  officers  of the  Corporation,  to serve as such  until the next
annual  election  of  officers  and  until  their  successors  are  elected  and
qualified:


      Mohamad Hadid           Chief Executive Officer
      Mark Tolner             President
      Paul S. Glover          Vice President Finance, Chief Financial
                                Officer, Secretary
      Neil Mauskapf           Chief Technology Officer
      David Elliott           Vice President, Sales


<PAGE>


BE IT FURTHER RESOLVED, that the following persons be, and hereby are, appointed
as officers of Options Talent, Inc., the Corporation's  subsidiary (hereinafter,
the "Subsidiary"):

      Mark Tolner             President
      Paul S. Glover          Vice President Finance, Chief Financial
                               Officer, Secretary
      Neil Mauskapf           Chief Technology Officer
      David Elliott           Vice President, Sales

BE IT FURTHER RESOLVED, that the following people be, and hereby are, elected as
the directors of the Subsidiary, to serve as such until the next election of the
board of directors of the Subsidiary and until their  successors are elected and
qualified:

      Mohamad Hadid
      Mark Tolner
      Paul S. Glover
      Ralph Edward Bell
      Rafiah Kashmiri

BE IT FURTHER  RESOLVED,  that the fiscal year of the  Corporation  shall end on
July 31 of each year; and

BE IT FURTHER  RESOLVED,  that the Audit Report for the Corporation,  dated July
31, 2001, attached as Exhibit G, be, and the same hereby is, approved; and

BE IT FURTHER RESOLVED, that the officers of the Corporation be, and hereby are,
authorized,  empowered,  and  directed,  in the  name  of and on  behalf  of the
Corporation, to make all such arrangements,  to do and perform all such acts and
things, and to execute and deliver all such documents or instruments as they may
deem necessary or  appropriate  in order to implement  fully each and all of the
foregoing actions; and

BE IT FURTHER RESOLVED, that the Secretary of the Corporation be, and hereby is,
authorized,  empowered,  and directed to file a copy of this consent action with
the minutes of proceedings of the Board of Directors of the Corporation.

(SIGNATURE PAGE FOLLOWS)


<PAGE>



IN WITNESS  WHEREOF,  the  undersigned  directors have caused this Consent to be
executed this 15th day of March, 2002.

OPTIONS TALENT GROUP



By:   /s/ Mohamad Hadid                          By:  /s/ R. Edward Bell
      ------------------                              ------------------
      Mohamad Hadid                                   R. Edward Bell
      Chairman, Chief Executive Officer                     Director




By:   /s/ Mark Tolner                            By:  /s/ Rafiah Kashmiri
      -------------------                             --------------------
      Mark Tolner                                     Rafiah Kashmiri
      Director, President                             Director




By:   /s/ Paul S. Glover
      ---------------------
      Paul S. Glover
      Director, Vice President, Chief
      Financial Officer and Secretary