BMHA OFFICERS and DIRECTORS

Officers are appointed "to serve until December 31, 2000, and thereafter, until their successors are appointed".

CONSENT OF THE BOARD OF DIRECTORS
OF
BICYCLE MOBILE HAMS OF AMERICA
A COLORADO NONPROFIT CORPORATION

     Pursuant to the provisions of Section 7-23-110 of the Colorado Nonprofit Corporation Act, the undersigned being all of the Directors of Bicycle Mobile Hams of America (the "Corporation"), do hereby consent to, adopt, and approve the following actions taken as of May 25, 2000, without a meeting:

     RESOLVED,  of Incorporation, Fifth Article, shall be amended to increase the number of director from two (2) to three (3), and that the Board of Directors hereby directs counsel for the Corporation, Hartley David Alley, to prepare and file with the Colorado Secretary of State the necesary Articles of Amendment;

     RESOLVED, that the resignations of Hartley Russell Alley as President, Jean Alley as Vice President, and Hartley David Alley as Secretary/Treasurer are accepted as effective May 26, 2000.  The Board thanks these individuals for their faithful and loyal service to the Corporation;

     RESOLVED, that whereas it is deemed desirable to appoint new corporate officers to serve until December 31, 2000, and thereafter, until their successors are appointed, therefore and effective May 26, 2000, the Corporation's officers shall be as follows:

President:

Bil Paul

Vice President:

Skip La Fetra

Secretary / Treasurer:

Mike Nickolaus

     RESOLVED, that effective June 1, 2000, the following persons are elected to serve as Directors of the Corporation until December 31, 2000 and thereafter, until their successors are elected:

Russell Dwarshuis

John Einberger

Hartley R. Alley

BOARD OF DIRECTORS:

/s/ Hartley R. Alley

/s/ Jean M. Alley

ATTEST:

/s/ Hartley D. Alley
Secretary

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