MINUTES OF SPECIAL MEETING
                               OF THE SHAREHOLDERS
                                       OF

                                     T & G2

     A special meeting of the  Shareholders of the  above-captioned  Corporation
was held on May1, 2003 at 2PM EST, notice thereof, in accordance with the Nevada
General Corporation Law, being waived.

     Having been called to order by the  President and Chief  Executive  Officer
the requisite number of, and having a quorum of more than 66.67% of all votes of
shareholders  as required by the By-Laws of the  Corporation  and, in accordance
with the Nevada General  Corporation Law, the following actions were approved by
the requisite number of shareholders:

     1.   RESOLVED,  each of the Directors of the Corporation,  as may from time
          to  time  be  appointed   and/or  elected,   shall  receive   Director
          compensation in the amount of $10,000 annually, beginning in 2003, and
          said  compensation  may  be  paid  in  cash  or  S-8  stock  from  the
          Corporation, and if paid in stock, the full year's compensation may be
          accelerated  in whole or part was  presented  to the meeting is hereby
          adopted by the requisite number of shareholders of the Corporation.

     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