EXHIBIT A
Form of Stockholder Written Consent
-16-
WRITTEN CONSENT
IN LIEU OF A MEETING OF THE STOCKHOLDERS
OF
AMERICAN CONSOLIDATED GROWTH CORPORATION
The undersigned, being holders of the issued and outstanding stock
of American Consolidated Growth Corporation, a Delaware corporation (the
"Corporation"), in accordance with Section 228 of Title 8 of the Delaware
Code hereby consent to take the following actions without a meeting:
RESOLVED, that, on the recommendation of the Board
of Directors of the Corporation, the stockholders hereby
approve, confirm, ratify and authorize the merger of
Eleventh Hour, Inc. with INS Acquisition Sub, Inc.
pursuant to the terms of that certain Agreement and Plan
of Merger, dated December 20, 1996, by and among
International Nursing Services, Inc., INS Acquisition
Sub, Inc., Eleventh Hour, Inc. and the Corporation; and
further
RESOLVED, that, on the recommendation of the Board
of Directors of the Corporation, the stockholders hereby
approve, confirm, ratify and authorize an amendment to
the Certificate of Incorporation of the Corporation
reducing the number of authorized shares of stock so that
the total number of shares that the Corporation shall have
the authority to issue is 21,000,000 shares, of which
1,000,000 shares shall be Preferred Stock, par value
$0.10 per share, and 20,000,000 shares shall be Common
Stock, par value $0.10 per share; and further
RESOLVED, that Louis F. Coppage, Margie Dole and B.
Mack Devine are elected as directors of the Corporation
to hold office until the next annual meeting of the Board
of Directors or until their successors are elected and
qualified.
IN WITNESS WHEREOF, the undersigned, being holders of the issued
and outstanding stock of the Corporation have, by execution of the following
signature pages, hereunto set their hand to be effective as specified above.
STOCKHOLDER'S SIGNATURE
Date: Name:
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[Please print name exactly as it
appears on the stock certificate, if
more than one name, please include
all names]
SIGNATURES FOR INDIVIDUALS:
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[All stockholders named on the stock
certificate must sign the Consent]
SIGNATURES FOR CORPORATION,
PARTNERSHIP, TRUST, IRA ACCOUNT
OR OTHER ENTITY:
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Title:
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Written Consent
In Lieu of a Meeting of the Shareholders of
National Marketing Alliance Holding, Inc.
(Signature Page)
[Please indicate title of person signing]
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Written Consent
In Lieu of a Meeting of the Shareholders of
National Marketing Alliance Holding, Inc.
(Signature Page)