RESIGNATION

     Having  first  attended  a  meeting  of the  Board of  Directors  of Austin
Funding.com  Corporation (the "Corporation"),  at which Anthony ("Tony") Wenzel,
was  elected  to  serve  as  President  of the  Corporation,  President  of each
subsidiary of the Corporation,  and Director of the Corporation, the undersigned
hereby  resign  as  Directors  and  Officers  of the  Corporation  and  of  each
subsidieary of the Corporation, such resignations to be effective immediately.

        SIGNED this the 13th day of October, 2000, at 5:00 o'clock, p.m.


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



                                                /S/   JOE SHAFFER
                                                -------------------------------