ACTION BY UNANIMOUS WRITTEN CONSENT
                              OF THE SOLE DIRECTOR
                OF ELECTRONIC ENGINEERING AND DESIGN CORPORATION,
                             a Delaware Corporation




         The  undersigned,  constituting  holders of the issued and  outstanding
shares of common stock of Electronic  Engineering  and Design  Corporation  (the
"Company"),  entitled to vote, acting without notice or meeting, do hereby waive
notice and holding of such  meeting  and consent to,  adopt and vote in favor of
the following  resolutions,  such consent to have the same force and effect as a
vote of the shareholders at meetings duly held:

1.       Acceptance of Resignations

         BE IT RESOLVED, pursuant to Board recommendation and approval, that the
Company is authorized to accept the resignations of George Todt, Jim Walters and
Mary Elizabeth Rowbottom

Date:    January 14, 2000



ELECTRONIC ENGINEERING AND DESIGN CORPORATION



By:      /s/ George Todt
         --------------------
         George Todt, Director