CERTIFICATE
                                       OF
                      RESOLUTION OF THE BOARD OF DIRECTORS

     The  undersigned,  being  all  of  the  directors  of  Austiin  Funding.com
Corporation, a Nevada corporation (the "Corporation"), do hereby certify that on
October 13, 2000, a meeting of the Board of  Directors  of the  Corporation  was
held in  accordance  with  law and the  By-laws  of the  Corporation,  that  all
Directors of the Corporation were present and voted  unanimously in favor of the
following resolution:

          "RESOLVED, that Anthony ("Tony") Wenzel, is hereby elected to serve as
     President  of  the  Corporation,   President  of  each  subsidiary  of  the
     Corporation,  and Director of the Corporation,  to serve in such capacities
     until the next annual meeting of the Board of Directors of the Corporation,
     or until his respective successor(s) is elected and qualified."

     IN WITNESS  WHEREOF,  the  undersigned  Directors of the  Corporation  have
signed this Certificate this the 13th day of October, 2000.


                                                  /s/  SHAWN STEWART
                                                  ----------------------------
                                                  Director

                                                  /s/  JOE SHAFFER
                                                  ----------------------------
                                                  Director