RESOLUTION IN LIEU OF STOCKHOLDERS MEETING



     THE  UNDERSIGNED, being the Stockholders of EDGAR-GARSIDE CO.,  INC.,  a

Nevada Corporation, in lieu of a Stockholders meeting, hereby consent to  the

following resolutions:



          RESOLVED,  that  the Corporation enter into an  Agreement  and
     Plan  of  Merger  with  SCAC HOLDINGS CORP. (A  copy  of  which  is
     attached)  with  SCAC  HOLDINGS CORP. remaining  as  the  surviving
     corporation, and be it

          FURTHER  RESOLVED,  that the Corporation officers  are  hereby
     authorized to execute any and all documents necessary to accomplish
     the merger.


DATED: April 3, 2000

                                   /s/ Connie Ross
                                   _________________________________
                                   CONNIE ROSS