Exhibit 4.2
-----------
CONSENT ACTION OF THE BOARD OF DIRECTORS OF
GLOBAL E TUTOR, INC.,
a Delaware corporation
The undersigned, representing all the members of the Board of Directors
of Global E Tutor, Inc., a Delaware corporation (the "Company") do hereby
consent to and adopt the following resolutions, effective September 12, 2000.
Appointment to the Board of Directors
-------------------------------------
WHEREAS, the Board of Directors of the Company desires to appoint
members to fill certain vacancies;
NOW, THEREFOR, BET IT RESOLVED, that the Board of Directors hereby
appoints William Cole Smith as a member of the Board of Directors of the Company
to serve until such time as he may resign, is removed or a replacement is
elected; and
Appointment of the Acting Chief Technology Officer
--------------------------------------------------
WHEREAS, the Board of Directors of the Company has considered the
experience, talents, commitment and suitability of Mr. William Cole Smith and
decided that Mr. Smith is well qualified to serve as Acting Chief Technology
Officer of the Company.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Company hereby appoints Cole Smith to be Acting Chief Technology Officer to
serve until such time as he may resign, is removed or a replacement is
appointed;
Stock Option Grants
-------------------
WHEREAS, the Board of Directors wishes to motivate and create
incentives to employees, directors, and consultants to increase the value of the
Company; and
WHEREAS, the Board of Directors wishes to make certain grants to
William Cole Smith in connection with his appointment as a Director.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
approve the issuance of the Incentive Stock Options ("ISO's") and Non-Qualified
Stock Options ("NQSO's") to the employees, directors, and consultants of the
Corporation at an exercise price of $1.00 per share as indicated on Exhibit A
---------
hereto.
FURTHER RESOLVED, that any act taken or deed done by any director,
officer or agent of the Company in accordance with any of the above resolutions
or to facilitate the actions contemplated by the resolutions is hereby approved,
ratified, confirmed and adopted; and that the directors, officers, and agents of
the Company are authorized to take and do such further acts and deeds, and to
execute and deliver, for and in the name of the Company,
such other documents, papers, and instruments as they deem to be necessary,
appropriate, advisable or required in order to effectuate the purpose and intent
of the resolutions and to consummate the actions contemplated by the
resolutions, and the taking of any such acts and deeds, and the execution and
delivery of any such documents, papers and instruments are hereby approved,
ratified, confirmed and adopted;
Effective September 12, 2000.
/s/ Jerry L. Barton
------------------------
Jerry L. Barton
/s/ James W. Lewis
------------------------
James W. Lewis
/s/ Thomas E. McMurrain
------------------------
Thomas E. McMurrain
/s/ Claes Nobel
------------------------
Claes Nobel
Exhibit A
---------
Type of Number
Name Position Option of Shares Vesting* Plan**
- ---- -------- ------ --------- ------- ----
William Cole Smith Director NQSO 250,000 50% SIP
* Vesting is the designated percentage per year of uninterrupted service
for the Company measured from the date of grant.
** "SOP" means the Global E Tutor, Inc. Stock Option Plan. SIP means the
Global E Tutor, Inc. 2000 Stock Incentive Plan.