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EXHIBIT 4.19
ACTION BY CONSENT IN WRITING
OF THE BOARD OF DIRECTORS
OF RNETHEALTH, INC.
The undersigned being all of the Directors of RNETHEALTH, INC., a Colorado
corporation (the "Company") hereby consents to the following action of this
corporation, to be effective as of October 20, 2000, in lieu of a meeting.
AMENDMENT TO THE 2000 STOCK COMPENSATION PLAN AND
FILING OF AN AMENDED S-8 REGISTRATION STATEMENT
BE IT RESOLVED, that the 2000 Stock Compensation Plan of the Company
(the "Plan") is hereby amended as follows:
"The authorized number of shares for issuance under the Plan shall not
exceed 4,050,000."
The amended Plan shall be registered under Form S-8/A, effective October
27, 2000.
IN WITNESS WHEREOF, each Director of Rnethealth, Inc. has executed this
unanimous consent in a separate original document, and all original documents
signed individually by the Directors shall together constitute one original
Unanimous Consent.
/s/ TRACY NEAL
--------------------------------
Tracy Neal
Secretary
/s/ ROBERT PORTRIE
Dated as of October 25, 2000 -------------------------------
Robert Portrie, Chairman
/s/ GEORGE HENRY
Dated as of October 25, 2000 -------------------------------
George Henry
/s/ WENDY BOROW JOHNSON
Dated as of October 25, 2000 -------------------------------
Wendy Borow Johnson
/s/ KEVIN WALL
Dated as of October 25, 2000 -------------------------------
Kevin Wall
/s/ MARC GUREN
Dated as of October 25, 2000 -------------------------------
Marc Guren
/s/ W. THOMAS OLIVER
Dated as of October 25, 2000 -------------------------------
W. Thomas Oliver
