EXHIBIT B
                                 WRITTEN CONSENT

                                       OF

                         PUBLIC ACCESS LIGHTING, L.L.C.

         Pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act,
Public Access Lighting,  L.L.C. as the owner of more than fifty percent (50%) of
the outstanding  voting common stock of Computer Power,  Inc., without a meeting
and without a vote, by this written consent takes the actions as follows:

         1. Election of Maureen Mulholland to the Board of Directors of Computer
Power,  Inc.  to serve in that  position  until the next  annual  meeting of the
shareholders and her successor shall have been elected and qualified.

         2. Subject to the affirmative  recommendation of the Board of Directors
of Computer  Power,  Inc., the merger of Computer Power Inc. into a newly formed
subsidiary of Public Access  Lighting,  L.L.C.  subject to the provisions of the
New Jersey Business  Corporation Act. The terms of the merger shall be that each
shareholder of Computer Power,  Inc., other than Public Access Lighting,  L.L.C.
shall receive  twenty-eight  cents  (28(cent))  per share plus interest  thereon
until  the date that the  merger is  effective  under  the New  Jersey  Business
Corporation  Act,  and such  other  terms  and  conditions  as set  forth in the
attached Plan of Merger.

         These  resolutions  shall be effective at the earliest  date as allowed
under the New Jersey Business Corporation Act.

         IN WITNESS  WHEREOF,  the  undersigned  has executed this Consent as of
this ___ day of May, 2000.

                                    PUBLIC ACCESS LIGHTING, L.L.C.,
                                    a Delaware Limited Liability Company

                                    By: ______________________________________
                                    Name:    Susan M. Larson
                                    Its:     Managing Member