EXHIBIT 99.2
 
                           ACTION BY WRITTEN CONSENT
                               OF SHAREHOLDERS OF
                             MATRIDIGM CORPORATION
 
  The undersigned, being the holder of shares of the common stock of MatriDigm
Corporation ("MatriDigm Common Stock"), a California corporation (the
"Company"), does hereby adopt the following resolutions by this written
consent, pursuant to Section 603 of the California Corporations Code and
Section [   ] of the Bylaws of the Company:
 
  WHEREAS, the Board of Directors of the Company has approved an Agreement
  and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of
  October 5, 1998, among the Company, Zitel Corporation, a California
  corporation, Millennium Holding Corp., a Delaware corporation, Zenith
  Acquisition Corp., a Delaware corporation and Millennium Acquisition I
  Corp., a Delaware corporation ("Merger Sub"), pursuant to which Merger Sub
  will merge with and into the Company, with the Company as the surviving
  company (the "Merger");
 
  WHEREAS, the undersigned shareholder has received and reviewed the Proxy
  Statement/Prospectus/Consent Solicitation regarding the Merger and the
  Merger Agreement, attached thereto as Exhibit A;
 
  NOW, THEREFORE, BE IT RESOLVED, that the undersigned shareholder hereby
  consents to the approval and adoption of the Merger Agreement and the
  Merger;
 
  FURTHER RESOLVED, that the officers of the Company, or any of them, are
  hereby authorized and directed to take any and all actions and do any and
  all things on behalf of the Company as may be deemed to be necessary or
  advisable to effectuate the transactions contemplated by the foregoing
  resolution, including filing reports or applications with any government
  agency as may be required by any state or federal law; and
 
  FURTHER RESOLVED, that any and all actions heretofore taken by the officers
  of the Company within the terms of any of the foregoing resolutions are
  hereby ratified, approved and confirmed, and declared to be the valid and
  binding acts and deeds of the Company, and that the officers of the Company
  be and they hereby are authorized, directed and empowered to do all such
  other acts and things and to execute and deliver all such certificates or
  other documents and to take such other action as they deem necessary or
  desirable to carry out the purposes and intent of the above resolutions.
 
                                        SHAREHOLDER
 
                                        ----------------------------------------
                                        (Signature)
 
                                        ----------------------------------------
                                        (Please Print or Type Name)
 
                                        ----------------------------------------
                                        (Date)

 
                                        Numbers of shares held:
 
                                        ____ shares of MatriDigm Common Stock
                                        ____ shares of MatriDigm Series A
                                                Preferred Stock
                                        ____ shares of MatriDigm Series B
                                                Preferred Stock
                                        ____ shares of MatriDigm Series D
                                                Preferred Stock
 
                                        Persons signing in a fiduciary capacity
                                        should so indicate. If shares are held
                                        by joint tenants or as community
                                        property, both should sign.