Board Resolution

by Hughes Resources
April 13th, 2001

                      Phoenix Resources Technologies, Inc.
                              A Nevada Corporation
                                BOARD RESOLUTION
                               ISSUING NEW STOCK

                               Issuance of stock.

RESOLVED  on  this  31st  Day of  March,  2001,  that  thirteen  million  shares
(13,000,000) of new common stock be issued to Michael Lamb,  Secretary and Chief
Operating Officer, as partial  compensation for previously unpaid salary and for
the purpose of maintaining  corporate and  shareholder  integrity and for use in
restoring the shareholder value to the company:

RESOLVED FURTHER,  that such actions be taken by the officers so as to merge and
or acquire such other  business as would make sense to maximize the value of the
core, product, intellectual property and business of the company.

/s/ Bobby Rekhi
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Bobby Rekhi

/s/ Marvin Reiss
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Marvin Reiss