EXHIBIT 99.18
MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS
PART 2 FOR DECEMBER 11, 1998
Equity Growth Systems, inc.
A publicly held Delaware corporation
Minutes of Special Meeting of Board of Directors
A special meeting of the Board of Directors for Equity Growth Systems, inc.
(the "Board" and the "Company," respectively), was held by telephone conference
on December 11, 1998, at 10:30 A.M., after provision of notice to all members by
telephone and facsimile transmission. A copy of such notice is appended hereto
as exhibit "A". All exhibits were provided to the participants by facsimile
transmission.
The following Directors were present at the telephone conference meeting
held on December 11, 1998: Mr. Scimeca, Mr. Joffe, Ms. Field, Mr. Chamberlin.
The following Directors were absent: Mr. Edward "Ted" Granville-Smith.
Unable to attend for health reasons.
1) election of officers.
Wherefore, It appears that the Board has not formerly elected officers, and
it is necessary for officers to be elected.
Wherefore the President of the Company is presently incapacitated and
unable to function as an officer for the Company.
Mr. Chamberlin was elected by the members participating to act as the
Chairman of the meeting and also acted as secretary, and after discussions and
due procedures, :
1 Resolved, That the following persons are elected as the sole officers for
the Company:
Acting President Charles J. Scimeca
Acting Secretary G. Richard Chamberlin
Please Initial: Mr. Chamberlin: ___ Mr. Scimeca, Mr. Joffe: ___ Ms. Field: ___
2. Resolved, That Mr. Edward "Ted" Granville Smith, Jr., is hereby removed
as an officer of the Company. The Board will consider is re-election as an
officer atl such time his health improves and he indicates to the Board his
desire to serve as an officer of the Company. Mr. Don Homan is r hereby removed
as an officer of the Company. The Board will reconsider his re-election should
Mr Homan indicate a desire to serve as an officer of the Company.
Please Initial: Mr. Chamberlin: ___ Mr. Scimeca, Mr. Joffe: ___ Ms. Field: ___
176
3. Resolved, that all official acts taken by Charles J. Scimeca as acting
president or as president of the Company since November 7, 1998 to present and
all official acts taken by G. Richard Chamberlin as acting secretary or as
secretary of the Company since November 7, 1998 to present, are hereby ratified
and approved and the powers of each officer shall relate back to each offical
act by said officer.
Please Initial: Mr. Chamberlin: ___ Mr. Scimeca, Mr. Joffe: ___ Ms. Field: ___
The foregoing, based on our best recollection and notes, constitute the
actions taken at such special meeting of the Board, and by our execution of
these minutes and initials on each page and under each resolution adopted, we do
so confirm, effective as of this ___th day of December, 1998.
------------
G. Richard Chamberlin
Chairman and Secretary of the Meeting
Director
--------------
Charles J. Scimeca
---------
Anthony Q. Joffe
Director
-------------
Penny Field
Director
177
Exhibit "A"
Copy of By-Laws dated December 8, 1998.
178