Wasatch Interactive Learning Corp Watch

from SB-2 ~10 pages Redeemable Class B Warrant Certificate

from SB-2 ~10 pages Indenture or similar

from SB-2 1 page Specimen Common Share Certificate

from S-8 1 page Consent Action in Writing of the Board of Directors of A.G. Holdings, Inc. a Washington Corporation the Undersigned, Consisting of All of the Directors of A.G. Holdings, Inc., a Washington Corporation (The "Corporation") Acting Pursuant to Section 23 B.08.210 of the Washington Business Corporation Act, Hereby Consent to the Following Actions and Adopt the Following Resolutions Effective August 20, 1997. * * * * Further Resolved, That the Corporation Issue 1,300,000 (Post Split) Shares of Its Common Stock for Services Rendered by Mr. Mork, Such Shares to Be Registered Under a Registration Statement on Form S-8 Authorizing 4,000,000 Shares to Be Isuable Thereunder;