UNANIMOUS WRITTEN CONSENT
           IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF
                             GLOBAL E TUTOR, INC.,
                            a Delaware corporation

                                 June 7, 2000

     Pursuant to Section 141(f) of the General Corporation Law of Delaware and
the Bylaws of GLOBAL E TUTOR, INC., a Delaware corporation (the "Company"), the
undersigned being all of the members of the Board of Directors of the Company,
by their signatures below, hereby consent to and authorize the following actions
in lieu of a meeting of the Board of Directors of the Company:

     Appointment of Thomas E. McMurrain to be Vice Chairman and Founder
     -----------------------------------------------------------------

     WHEREAS, the Board of Directors of the Company has considered the
experience, leadership and talents of various individuals and potential
candidates for the position of Vice Chairman, and the contributions, experience,
leadership and talents of Thomas E. McMurrain with regard to the title of
Founder, and has determined that Thomas E. McMurrain should be elected and
appointed to serve as Vice Chairman and that he should be awarded the title of
Founder;

     NOW THEREFORE BE IT RESOLVED THAT Thomas E. McMurrain be appointed Vice
Chairman of the Company until such time as he resigns or his replacement is
appointed by the Board of Directors of the Company and that he should be awarded
the title of Founder.

     Appointment of Jerry L. Barton to be Chief Executive Officer and President
     --------------------------------------------------------------------------

     WHEREAS, the Board of Directors of the Company has considered the
experience, leadership and talents of various individuals and potential
candidates for the position of President and Chief Executive Officer of the
Company, and determined that Jerry L. Barton should be elected and appointed to
serve as President and Chief Executive Officer;

     NOW THEREFORE BE IT RESOLVED THAT Jerry L. Barton be appointed President
and Chief Executive Officer of the Company until such time as he resigns or his
replacement is appointed by the Board of Directors of the Company.

     IN WITNESS WHEREOF, the undersigned have executed this Written Consent to
be effective as of the date first written above.











                                        /s/ Jerry L. Barton
                                        -----------------------------
                                        Jerry L. Barton,
                                        Director


                                        /s/ James W. Lewis
                                        -----------------------------
                                        James W. Lewis,
                                        Director


                                        /s/ Thomas E. McMurrain
                                        -----------------------------
                                        Thomas E. McMurrain,
                                        Director


                                        /s/ Clacs Nobel
                                        -----------------------------
                                        Clacs Nobel,
                                        Chairman


                                        /s/ Vincent A. Riggio
                                        -----------------------------
                                        Vincent A. Riggio,
                                        Director