CONSENT
RESOLUTION OF THE


BOARD OF
DIRECTORS OF


RECYCLENET
CORPORATION





The undersigned, being all of the
directors of RecycleNet Corporation (“Company”), hereby consent to and ratify
the corporate actions described herein.


WHEREAS, the Company has a wholly-owned
subsidiary, Oldwebsites.com, Inc. (“Oldwebsites”), with a specific business plan
to operate an exchange for buying and selling old web sites and domain
names.  This service is a new and different line of business from the
Company’s current lines of business; and


WHEREAS, the directors believe that the
growing potential for business demands separate attention from the core business
of the Company and that greater success may be achieved by a distinct separation
of the business lines; and


WHEREAS,
the directors believe that the Company and Oldwebsites should focus on their
respective business lines of business in order to, among other reasons, allow
both companies the ability to do business with each others competitors, if any,
and enhance access to financing by allowing the financial community to focus on
the separate business lines of the Company and Oldwebsites; and


WHEREAS, the directors of the Company
are aware that Oldwebsites may, at some time in the future, implement a
stock-based business incentive program for its employees; and


WHEREAS, the directors of the Company
believe that additional value to its shareholders would be achieved by declaring
a dividend of all of Oldwebsites’ shares owned by the Company on a strictly
pro-rata basis among the Company’s common shareholders; and


WHEREAS, the directors deem it
desirable that its shareholders provide no consideration for such dividend;
and


WHEREAS, Oldwebsites is a reporting
company under the Securities Exchange Act of 1934, will have been subject to the
reporting requirements there under for more than 90 days prior to the record
date of the dividend, and it is anticipated that as of the record date,
Oldwebstes will be current in its reporting requirements; and


NOW, THEREFORE, IT IS


RESOLVED, that the Company’s directors
hereby declare a dividend of all of the shares of Oldwebsites.com, Inc owned by
the Company, payable, for no reciprocal consideration, to its common
shareholders of record as at the close of business on September 7, 2007;
and





1





FURTHER RESOLVED, that the dividend
shall be on a pro-rata basis only to all of the Company’s common shareholders;
and


FURTHER RESOLVED, that the Company’s
common shareholders of record as at the close of business on September 7, 2007,
shall receive 1 share of Oldwebsites for each 10 shares of the Company held as
of that date; and


FURTHER RESOLVED, that fractional
shares, if any, based upon the foregoing ratio shall be rounded up to a whole
share for fractions in excess of 50% and shall be rounded down for fractions of
50% or less; and


FURTHER RESOLVED, the dividend will be
subject to Oldwebsites being current in its reporting requirements under the
Securities Exchange Act of 1934 as of the date of the payment of the dividend;
and


FURTHER RESOLVED, that pursuant to the
Company’s reporting requirements under the Securities Act of 1934, including
preparing and filing a Form 8-K as necessary, and any other information pursuant
to Regulation F-D under federal securities laws and regulations, the proper
officers of the Company will provide in advance of the date of record of the
spin-off, public disclosure about the ratio used to compute the number of shares
distributed in Oldwebsites for each common share held in the Company, fractional
shares, and the expected tax consequences of the spin-off; and


FURTHER
RESOLVED, that the proper officers of the Company are hereby authorized and
empowered to do any and all things and perform any and all acts necessary to
effectuate the foregoing resolutions.





DATED
this 6th day of June, 2007.








/s/ 
      Paul
      RoszelPaul
      Roszel/s/ 
      Richard
      IvanovickRichard
      Ivanovick/s/ 
      Keith
      DeckKeith
      Deck









2