RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT

                                             OF THE BOARD OF DIRECTORS

                                                        OF

                                       LAS VEGAS ENTERTAINMENT NETWORK, INC.
                                              a Delaware corporation


           The  undersigned,  constituting  the Board of  Directors of Las Vegas
Entertainment  Network, Inc. a Delaware corporation (the "Corporation"),  acting
pursuant to Section  141(f) of the  Delaware  General  Corporation  Law,  hereby
consent  to take the  following  actions  and  adopt the  following  resolutions
effective as of February 17, 1999.

                    RESOLVED, that the Corporation issue 85,000 shares of common
           stock to Mr.  Corazzi in lieu of  accrued  salary,  to be  registered
           under a Form S-8; and

                    FURTHER RESOLVED,  that the Corporation reserve for issuance
           up to 2,000,000  shares of Common Stock under a Form S-8 registration
           statement; and

                    FURTHER  RESOLVED,  that the officers of the Corporation be,
           and each of them hereby is, authorized to do or cause to be done, all
           such acts and things and to make, execute and deliver, or cause to be
           made,  executed  and  delivered,  in the name of and on behalf of the
           Corporation all such agreements, instruments and certificates as such
           officer and officers may deem necessary,  advisable or appropriate to
           effectuate  or carry out the  purpose  and  intent  of the  foregoing
           resolutions  and  to  perform  the  obligations  of  the  Corporation
           thereunder,  such  officer or  officers'  execution of the same to be
           conclusive  evidence of the exercise of the  discretionary  authority
           herein conferred.




Joseph A. Corazzi                                             Carl Sambus




Paul Whitford                                                 Jefferson Simmons