MINUTES OF SPECIAL MEETING
                            OF THE BOARD OF DIRECTORS
                                       OF

                                     T & G2

     A  special  meeting  of the  Board  of  Directors  of  the  above-captioned
Corporation was held telephonically on May1, 2003 at 2PM EST.

     The meeting was called to order by the Chairman and President and executive
compensation was presented.  After discussion,  upon motion duly made,  seconded
and carried, it was

     1.   RESOLVED,   that  James  M.  Farinella  as  Chief  Executive  Officer,
          President  and  Secretary  is to  receive  executive  compensation  of
          $10,000  per month for the 2003  year  with  said  compensation  to be
          retroactive  to  January  of this  year  for a total  compensation  of
          $120,000  for the current  year and said  compensation  may be paid in
          cash or S-8 stock from the Corporation and if paid in stock,  the full
          years  compensation  may be accelerated in whole or part was presented
          to the meeting is hereby adopted by this Board of Directors

     2.   RESOLVED,  that  David  Facciani  as  Vice  President  is  to  receive
          executive  compensation  of  $10,000  per month for the 2003 year with
          said  compensation  to be  retroactive  to  January of this year for a
          total   compensation  of  $120,000  for  the  current  year  and  said
          compensation may be paid in cash or S-8 stock from the Corporation and
          if paid in stock,  the full years  compensation  may be accelerated in
          whole or part was  presented to the meeting is hereby  adopted by this
          Board of Directors

     3.   RESOLVED,  that Doug Wetzel as the independent  Member of the Board of
          Directors voted and approved the above measures

     There being no further  business to come  before the  meeting,  upon motion
     duly made, seconded and unanimously carried, the same was adjourned.




                                                   -----------------------------
                                                            Secretary



Approved:



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President