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                CERTIFICATE OF CONSENT TO ACTION WITHOUT MEETING
                ------------------------------------------------
           OF THE STOCKHOLDERS OF PHOENIX RESOURCES TECHNOLOGIES, INC.
           -----------------------------------------------------------
                       HOLDING A MAJORITY OF VOTING POWER
                       ----------------------------------

         The  undersigned,  being a  majority  of the  stockholders  of  Phoenix
Resources  Technologies,  Inc., a Nevada corporation (the "Company"),  do hereby
consent and agree to the following action:

         WHEREAS,  the majority of  Stockholders of the Company believe it to be
in the best interests of the Company that three new Directors,  namely  Benjamin
Traub,  Ellen Luthy and Warren Gacsi, be appointed to Office,  and that each and
all of the  previous  members  of the  Board  of  Directors  of the  Company  be
immediately removed from Office; and,

         WHEREAS,  the most recent  publicly-filed  information  available  with
respect to the Board of Directors of the Company, including Current Report of 8K
filed with the  Securities  and Exchange on October 26, 2000,  confirms only Tom
Thomas and Bobby Rekhi to be current  Directors,  appointed as of September  22,
2000; and,

         WHEREAS,  the  undersigned  Stockholders  believe  that one or more of,
Ronald  Wilkins,  Michael Lamb,  Michael Bahlo,  or other  individual(s)  as yet
undisclosed may also be Director(s) of the Company; and,

         WHEREAS,  Article II Section 11 of the Bylaws of the  Company  provides
that any  action  required  to be taken at any  annual  or  special  meeting  of
Stockholders  of the Company,  or any action which may be taken at any annual or
special meeting of such  Stockholders,  may be taken without a meeting,  without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken,  shall be signed by the holders of outstanding stock having not
less than the minimum  number of votes that would be  necessary  to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present  and  voted,  and  provides  that  prompt  notice  of the  taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those Stockholders who have not consented in writing; and,

         WHEREAS,  Article III Section 14 of the Bylaws of the Company  provides
that any  Director or the entire  Board of  Directors  may be  removed,  with or
without  cause,  by the holders of a majority  of shares  entitled to vote at an
election of Directors; and,

         WHEREAS,  the State of Nevada  Revised  Statutes,  Chapter 78 - Private
Corporations,  Section  78.320,  provides  that such action which is required or
permitted  to be taken at a meeting of the  Stockholders  of the  Company may be
taken  without a meeting  if,  before or after  the  action,  a written  consent
thereto is signed by the Stockholders  holding at least a majority of the voting
power;

         RESOLVED,  that in the best interests of the Company,  Benjamin  Traub,
Ellen  Luthy,  and Warren Gacsi are hereby  appointed  Directors of the Company;
and,


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CERTIFICATE OF CONSENT TO ACTION WITHOUT MEETING   (Continued)
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         RESOLVED,  that in the best  interests of the Company,  each and all of
the previous  members of the Board of Directors of the Company,  including,  Tom
Thomas and Bobby Rekhi,  and as applicable,  any one or more of, Ronald Wilkins,
Michael  Lamb,   Michael  Bahlo,  or  any  other   Director(s),   including  any
individuals(s) not publicly disclosed as Director(s),  be removed from Office of
the Board of Directors, effective immediately.

         The  foregoing  resolutions  are  hereby  adopted  by  the  undersigned
majority of Stockholders  of the Company,  pursuant to Article II Section 11 and
Article III Section 14 of the Bylaws of the Company,  and to the State of Nevada
Revised Statutes,  Chapter 78 - Private Corporations,  Section 78.320, this 22nd
day of February, 2001.

We, the undersigned, being the Stockholders of the Company holding a majority of
voting power do hereby  consent and agree to the taking of the action set out in
this  Certificate  of Consent  to Action  Without  Meeting,  on this 22nd day of
February 2001.



/s/ Benjamin Traub           /s/ Ronald Willoughby     /s/ Judy Traub
------------------------     ---------------------     ----------------------
Wealthy Investor Network     Ronald Willoughby -       Judy Traub -
Inc. by its Authorized       150,000 Shares/ Votes     250,000  Shares/ Votes
Signatory -
4,990,477 Shares/ Votes

                             /s/ Norma Jean Bone
                             ---------------------
                             Norma Jean Bone -
                             250,000 Shares/ Votes

                             /s/ Cliff Traub           /s/ Bruce Deildal
                             ---------------------     ----------------------
                             Cliff Traub -             Bruce Deildal -
                             100,000 Shares/ Votes     225,000 Shares/ Votes

/s/ Sean Traub
------------------------
Sean Traub -
100,000 Shares/ Votes