Written Consent to Action of
                              Board of Directors of
                        ResourceNet Communications, Inc.



             The  undersigned,  being a majority of the Directors of ResourceNet
Communications,  Inc.,  a California  corporation  (the  "Corporation"),  hereby
consent to and take the following  actions  without a meeting as provided for by
the Bylaws of the  Corporation.  These actions shall become effective as of June
4, 1997,  upon the  execution of this  consent by a majority of the  signatories
hereto.  This Written Consent may be executed in multiple  original or facsimile
counterparts, all of which together shall constitute one original.

                  WHEREAS,  the  Corporation  (under  its prior  name of AdsOnly
         Group,  Inc.),  previously  obtained  approval  from the United  States
         Securities  and  Exchange  Commission  (the  "SEC")  of a  Registration
         Statement on Form SB-2 (the "Registration Statement"); and

                  WHEREAS, the effective date of the Registration  Statement was
         June 26, 1996, and the Registration is effective for one year from such
         effective date; and

                  WHEREAS,  the Corporation  has filed an amendment  application
         with the SEC to effect changes in the Registration  Statement resulting
         from the Corporation's name change and other matters; and

                  WHEREAS, the Corporation desires to extend the effective date
         of the Registration Statement, as amended

                  RESOLVED,   that  the   effectiveness   of  the   Registration
         Statement,  as amended,  shall be extended for one additional year from
         June 26, 1997; and

                  RESOLVED  FURTHER,  that  the  appropriate  officers  of  this
         Corporation  are  authorized  and  directed  to take  any all  acts and
         execute and deliver any and all applications and other documents as may
         be  required  by  the  SEC  or   otherwise   in  order  to  extend  the
         effectiveness of the Registration Statement as set forth above.

                  WHEREFORE,  the directors have executed the foregoing  consent
         as of the 4th day of June, 1997.



 



/s/PER BARNES                                           /s/DAVID BAKER


/s/MICHAEL HINSHAW                                      /s/HENRY CORONA