EXHIBIT 99.12
WRITTEN CONSENT IN LIEU
OF SPECIAL MEETING OF BOARD OF DIRECTORS

    The Undersigned,  being the sole members of the board of directors of Equity
Growth  Systems,  inc., a publicly  held  Delaware  corporation  with a class of
securities  registered  under  Section 12(g) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act") and with  information  thereon,  including
copies of its current articles of incorporation and bylaws publicly available on
the  Securities  and Exchange  Commission's  Internet web site through the EDGAR
system (the "Corporation"), pursuant to authority granted under Section Sections
141(f) or 228 of the Delaware  General  Corporation Law, and as permitted by the
Corporation's  constituent  instruments,  hereby take the following  actions and
adopt the following resolutions:


                            WITNESSETH:

    RESOLVED,   that  the  following  persons  are  hereby  elected,   effective
immediately  to serve as members of the  Corporation's  Board of  Directors,  to
serve in such positions starting on the first business day following the date of
this instrument until their successors assume their office immediately following
the next  annual  meeting  of the  Corporation's  stockholders,  or until  their
resignations are earlier accepted:

    Name
    Edward Granville-Smith *
    Charles J. Scimeca *
    Anthony Q. Joffe
    Penny Field
    G. Richard Chamberlin, and be it FURTHER
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    Re-elected.


    RESOLVED,  that Leonard Miles Tucker, a resident of Boca Raton,  Florida, be
authorized to open financial  accounts at banks,  savings and loan  associations
and securities  brokerage  firms, on behalf of the  Corporation,  and that he be
designated  as the  appropriate  signatory  for  the  Corporation  on  any  such
accounts, and be it FURTHER

    RESOLVED,  that the Corporation  transfer all funds and securities currently
held in financial  accounts into accounts  established by Mr. Tucker pursuant to
authorization of this instrument.
    IN WITNESS  WHEREOF,  the  undersigned  have  caused this  instrument  to be
executed, effective as of the 6th day of November, 1998.

                    Equity Growth Systems, inc.
                       A Delaware Corporation

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                       Edward Granville-Smith
                              Director

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                         Charles J. Scimeca
                              Director

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