CONSENT RESOLUTION IN LIEU OF SPECIAL MEETING OF THE

                              BOARD OF DIRECTORS OF

                           INTEGRATED TECHNOLOGY GROUP

                              a Nevada corporation

                                  July 27, 2000

This Consent  Resolution  is adopted by John F. Lund, R. Blair Lund and H. Scott
Holden,  they being an the duly elected and constituted  directors of Integrated
Technology  Group, in lieu of a special meeting of the Board of Directors of the
corporation, effective on the date set forth above:

WHEREAS,  the officers of the corporation,  pursuant to authority granted by the
Board of Directors, have entered into an agreement to acquire 100% of the issued
and  outstanding  shares of Safe Tire Disposal Corp.  subject only to compliance
with the Utah Control Shares Acquisition Act (Sections 61 ~ 6~1 through 61.6~12,
U.C.A.), and

WHEREAS, in connection with said agreement,  the Board of Directors and Officers
of the  Corporation  have agreed to resign an appoint  successors  nominated  by
Scott Holden, President of Safe Tire Disposal Corp.,

NOW,  THEREFORE,   the  following   Resolution  is  hereby  made,  seconded  and
unanimously passed:

RESOL VED, that the following persons be, and they are hereby appointed to serve
as the Board of Directors of the  Corporation and as officers of the Corporation
to serve in the positions  identified  opposite their names,  to serve the terms
specified in the By-Laws of the corporation or until their successors shall have
been appointed or elected and accepted their appointments, whichever shall first
occur,  effective  immediately.  These  persons are also elected to serve in the
corporate offices set forth opposite their names below.


Name                       Office(s)
- ----                       ---------
H. Scott Holden            Director, President and Chief Executive Officer
C. Sue Rushing             Director, Secretary/Treasurer and Comptroller
Harold H. Holden           Director, Advisor to the Board
Jeffrey C. Bruteyn         Director Only
James N. Chatham II        Director Only


RESOLVED,  that by  their  signatures  on this  Consent  Resolution  each of the
foregoing  persons  accepts  his  or  her  appointment  as  a  Director  of  the
corporation and their election to the foregoing corporate offices.

FURTHER RESOLVED,  that John F. Lund and R. Blair Lund have determined to resign
as officers  and  directors  upon the  appointment  of their  successors.  Their
resignations, made effective by their signatures on the minutes of this meeting,
are hereby accepted, effective immediately.

Dated this 27th day of July, 2000.

/s/ John F. Lund
- ------------------------
John F. Lund, Director

/s/ R. Blair Lund
- ------------------------
R. Blair Lund, Director

/s/ H Scott Holden
- ------------------------
H. Scott Holden, Director

/s/ C. Sue Rushing
- ------------------------
C. Sue Rushing

/s/ Harold H. Holden
- ------------------------
Harold H. Holden

/s/ Jeffrey C. Bruteyn
- ------------------------
Jeffrey C. Bruteyn

/s/ James N. Chatham, II
- ------------------------
James N. Chatham, II