CONSENT OF DIRECTORS
                   IN LIEU OF SPECIAL MEETING
                                OF
                  Exclusive Advertisement, Ltd.

     Pursuant to regulations and laws of Canada the undersigned, being all of
the directors of Exclusive Advertising, Ltd. ("Exclusive") a Canadian
corporation, acting without a meeting, DO HEREBY UNANIMOUSLY ADOPT the following
resolutions and DO HEREBY UNANIMOUSLY CONSENT to the taking of the action
therein set forth.

     RESOLVED, that the Board of Directors of the Exclusive deems it advisable
and in the best interest of the Company and its shareholders that the Company
becomes the wholly owned subsidiary of Light Management Group, Inc., ("Light"),
a Nevada corporation, by way of an exchange of shares of the company for shares
of Light (the "Exchange");

     FURTHER RESOLVED, that, the Exchange be effected pursuant to an Agreement
and Plan of Share Exchange attached hereto as Exhibit A and incorporated herein
by this reference, and that the Exchange has been approved by the requisite
majority of shareholders of Exclusive;

     FURTHER RESOLVED, that, the President of the Company is hereby authorized
and directed, on behalf of the Company to execute such Agreement and Plan of
Share Exchange; and

     FURTHER RESOLVED, that any officer or officers of the Company are hereby
authorized and directed to procure any government authorization, licenses and/or
permits, execute and file any documents and take any actions that such
officer(s) may deem to be necessary or desirable to accomplish the purposes of
the foregoing resolution.  The procurement of any such authorization(s),
license(s), and/or permit(s), the execution or filing of any document(s) or the
taking of any such action(s) by such officer(s) shall constitute conclusive
evidence that the officer(s) deemed such document(s) or action (s) to be
necessary or desirable to accomplish the purpose of these resolutions.

     The execution of this consent shall constitute a written waiver of any
notice required by the Laws of Canada or the Company's By-laws.  The actions set
forth herein shall be effective when the laws director signs this consent.

/s/ Gary Pare                 Date: May 31, 1999
_______________________
    Chairman

_______________________       Dated: _________
    Director

_______________________       Dated: _________
    Director