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EXHIBIT A <br /> WESTERN MOBILE,INC. <br /> UNANIMOUS WRITTEN CONSENT OF DIRECTORS <br /> IN LIEU OF SPECIAL MEETING <br /> The undersigned,being all the members of the Board of Directors of Western Mobile, Inc., a <br /> Delaware corporation (the "Corporation"), and being the only persons who would be entitled to vote <br /> upon the following matters at a special meeting of the Board of Directors of the Corporation, hereby <br /> waive any and all requirements for calling, giving notice of, and holding a special meeting of the <br /> Board of Directors of the Corporation, and,in lieu of a special meeting and pursuant to Section 141(f) <br /> of the Delaware General Corporation Law,hereby consent to the adoption of the following resolutions: <br /> WHEREAS, Management of the Corporation has proposed that, Western-Mobile Northern, <br /> Inc.("Northern")be merged with and into the Corporation;and <br /> WHEREAS, this Board of Directors deems it advisable and in the best interests of the <br /> Corporation and its stockholder to approve the merger of Northern with and into the Corporation in <br /> accordance with the laws of the State of Delaware, the Corporation's and Northern's jurisdiction of <br /> incorporation, and to authorize the proper officers of the Corporation to take such actions as may be <br /> necessary to permit the Corporation to effect the merger; <br /> NOW THE BE IT RESOLVED, that the merger of Northern with and into the <br /> Corporation in accordance with Section 253 of the Delaware General Corporation Law is hereby <br /> approved in all respects;and <br /> RESOLVED FURTHER, that,upon effectiveness of the merger of Northern with and into fire <br /> Corporation,each issued and outstanding share of the capital stock of Northern shall,without further <br /> act,be canceled. <br /> RESOLVED FURTHER, that the President, any Vice President or Secretary of the <br /> Corporation (the "Designated Officers"), and each of them, acting in conjunction with the proper <br /> officers of Northern to the extent appropriate, are hereby authorized, in the name and on behalf of the <br /> Corporation, to prepare, execute and file, or cause to be prepared, executed and filed, with the <br /> appropriate officials of the State of Delaware, a Certificate of Ownership and Merger setting forth the <br /> terms of the merger with and into the Corporation, in accordance with Section 253 of the Delaware <br /> General Corporation Law. <br /> RESOLVED FURTHER,that the proper officers of the Corporation are hereby authorized and <br /> instructed to take such actions, in the name and on behalf of the Corporation, as may be necessary or <br />