PARENT SHAREHOLDER VOTING AGREEMENT

PARENT SHAREHOLDER VOTING AGREEMENT

This PARENT SHAREHOLDER VOTING AGREEMENT (this "Agreement") is entered

into as of January __, 2005, by and between American Corporation, a Minnesota

corporation (the "Company"), and the undersigned shareholder (the "Shareholder")

of National Incorporated, a California corporation ("Parent").

W I T N E S S E T H:

WHEREAS, Parent, Major League Merger Corporation, a Minnesota

corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), Minor

League Merger Corporation, a Delaware corporation and a wholly owned subsidiary

of Parent ("Merger Sub 2"), and the Company are entering into an Agreement and

Plan of Merger and Reorganization (the "Reorganization Agreement") concurrently

herewith pursuant to which (i) Parent will merge with and into Merger Sub 2 (the

"Migratory Merger"), whereupon (A) Merger Sub 2 will succeed to all of the

rights and liabilities of Parent, and (B) all outstanding shares of capital

stock of Parent will be converted into the right to receive an equivalent number

of shares of capital stock of Merger Sub 2, and (ii) Merger Sub 1 will merge

with and into the Company (the "Merger"), whereupon (A) the Company will become

a wholly owned subsidiary of Merger Sub 2, and (B) all outstanding shares of

capital stock of the Company (the "Company Capital Stock") will be converted

into the right to receive a number of shares of common stock of Merger Sub 2 as

set forth therein.

WHEREAS, for all purposes of and under this Agreement capitalized terms

used but not otherwise defined herein shall have the respective meanings

ascribed thereto in the Reorganization Agreement.

WHEREAS, Parent, the Company and Merger Sub (as defined below), have

entered into an Agreement and Plan of Merger and Reorganization of even date

herewith (the "Merger Agreement"), which provides for the merger (the "Merger")

of the Company with and into a wholly-owned subsidiary of Parent ("Merger Sub").

WHEREAS, the Shareholder is the beneficial owner (as defined in Rule

13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange

Act")) of the shares of capital stock of Parent, and options to acquire shares

of capital stock of Parent, each as set forth on the signature page of this

Agreement.

WHEREAS, in consideration of the execution of the Merger Agreement by

the Company, the Shareholder (solely in his capacity as such) is hereby agreeing

to vote the Shares (as defined below), so as to facilitate the consummation of

the Merger.

NOW, THEREFORE, in consideration of the premises and the covenants and

agreements set forth in the Merger Agreement and in this Agreement, and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged and accepted, the parties hereto hereby agree as follows:

1. Certain Definitions. Capitalized terms used but not otherwise

defined herein shall have the respective meanings ascribed to them in the Merger

Agreement. For purposes of this Agreement, the following terms shall have the

following respective meanings:

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(a) "Expiration Date" shall mean the earlier to occur of (i)

such date and time as the Merger Agreement shall have been validly terminated in

accordance with its terms and conditions, or (ii) such date and time as the

Merger shall become effective in accordance with its terms and conditions.

(b) "Person" shall mean any individual, any corporation,

limited liability company, general or limited partnership, business trust,

unincorporated association or other business organization or entity, or any

governmental body or authority.

(c) "Shares" shall mean (i) all voting securities of Parent

beneficially owned by the Shareholder as of the date of this Agreement and (ii)

all voting securities of Parent which the Shareholder purchases or acquires

beneficial ownership of after the date of this Agreement and prior to the

Expiration Date, including, without limitation, any shares issued or issuable

upon the conversion, exercise or exchange, as the case may be, of any shares

held by the Shareholder which are convertible into, or exercisable or

exchangeable for, voting securities of Parent.

(d) "Transfer" shall mean a direct or indirect: (i) sale,

pledge, encumbrance, grant of an option with respect to, transfer or disposal of

a security or any interest in such security, or (ii) entrance into an agreement

or commitment providing for the sale of, pledge of, encumbrance of, grant of an

option with respect to, transfer of or disposition of such security or any

interest therein.

2. Transfer of Shares.

(a) Transferee of Shares to be Bound by this Agreement. The

Shareholder hereby agrees that, at all times during the period commencing with

the execution and delivery of this Agreement until the Expiration Date, the

Shareholder shall not cause or permit any Transfer of any of the Shares (or any

securities convertible into or exercisable or exchangeable for Shares), or any

interest in the foregoing, to be effected unless each Person to which any of

such Shares (or any securities convertible into or exercisable or exchangeable

for Shares), or any interest in any of the foregoing, is or may be Transferred

shall have (i) executed a counterpart of this Agreement and an irrevocable proxy

in the form attached hereto as Exhibit A (the "Proxy"), and (ii) agreed in

writing to hold such Shares (or any securities convertible into or exercisable

or exchangeable for Shares), or such interest in the foregoing, subject to the

terms and conditions of this Agreement.

(b) Transfer of Voting Rights. The Shareholder hereby agrees

that, at all times during the period commencing with the execution and delivery

of this Agreement until the Expiration Date, the Shareholder shall not deposit

(or permit the deposit of) any Shares (or any securities convertible into or

exercisable or exchangeable for Shares), or any interest in the foregoing, in a

voting trust or grant any proxy, or enter into any voting agreement or similar

agreement or arrangement in contravention of the obligations of the Shareholder

under this Agreement with respect to any of the Shares (or any securities

convertible into or exercisable or exchangeable for Shares), or any interest in

the foregoing.

3. Agreement to Vote Shares. The Shareholder hereby agrees that, at all

times during the period commencing with the execution and delivery of this

Agreement until the Expiration Date, at every meeting of the shareholders of

Parent called with respect to any of the following, and at every adjournment or

postponement thereof, and on every action or approval by written consent of the

shareholders of Parent with respect to any of the following, the Shareholder

shall vote, to the extent not voted by the person(s) appointed under the Proxy

(as defined in Section 4 hereof), the Shares:

(a) in favor of the adoption and approval of the Merger

Agreement and the approval of the Merger, and in favor of each of the other

actions contemplated by the Merger Agreement and any action required in

furtherance thereof including, without limitation, the Migratory Merger;

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(b) against approval of any proposal made in opposition to, or

in competition with, consummation of the Merger and the other transactions

contemplated by the Merger Agreement including, without limitation, the

Migratory Merger;

(c) against any of the following actions (other than those

actions that relate to the Merger and the other transactions contemplated by the

Merger Agreement including, without limitation, the Migratory Merger): (i) any

merger, consolidation, business combination, sale of assets, reorganization or

recapitalization of Parent or any subsidiary of Parent with any person, (ii) any

sale, lease or transfer of any significant part of the assets of Parent or any

subsidiary of Parent, (iii) any reorganization, recapitalization, dissolution,

liquidation or winding up of Parent or any subsidiary of Parent, (iv) any change

in the capitalization of Parent or any subsidiary of Parent, or the corporate

structure of Parent or any subsidiary of Parent, or (v) any other action that is

intended, or could reasonably be expected to, impede, interfere with, delay,

postpone, discourage or adversely affect the Merger or any of the other

transactions contemplated by the Merger Agreement; and

(d) in favor of waiving any notice that may have been or may

be required relating to any reorganization of Parent or any subsidiary of

Parent, any reclassification or recapitalization of the capital stock of Parent

or any subsidiary of Parent, or any sale of assets, change of control, or

acquisition of Parent or any subsidiary of Parent by any other person, or any

consolidation or merger of Parent or any subsidiary of Parent with or into any

other person.

Prior to the Expiration Date, the Shareholder shall not enter into any agreement

or understanding with any person to vote or give instructions in any manner

inconsistent with the terms of this Section 3.

4. Irrevocable Proxy. The Shareholder hereby agrees to deliver to the

Company, concurrently with the execution and delivery of this Agreement, the

Proxy in the form attached hereto as Exhibit A, which shall be irrevocable to

the fullest extent permitted by applicable law, with respect to the Shares. The

Shareholder agrees that such Proxy is executed and intended to be irrevocable in

accordance with provisions of Section 705 of the California Corporations Code

("CGCL") and this Agreement is entered into in accordance with Section 706(a) of

the CGCL.

5. Representations, Warranties and Covenants of the Shareholder. The

Shareholder hereby represents, warrants and covenants to Parent as follows:

(a) The Shareholder is the beneficial or record owner of, or

exercises voting power over, the Shares. The Shares constitute the Shareholder's

entire interest in the outstanding shares of voting securities of Parent and the

Shareholder does not hold any other outstanding shares of capital stock of

Parent. No person not a signatory to this Agreement has a beneficial interest in

or a right to acquire or vote any of the Shares (other than, (i) if the

Shareholder is a partnership, the rights and interest of persons and entities

that own partnership interests in the Shareholder under the partnership

agreement governing the Shareholder and applicable partnership law or (ii) if

the Shareholder is a married individual and resides in a State with community

property laws, the community property interest of his or her spouse to the

extent applicable under such community property laws). The Shares are and will

be at all times up until the Expiration Date free and clear of any security

interests, liens, claims, pledges, options, rights of first refusal, co-sale

rights, agreements, limitations on the Shareholder's voting rights, charges and

other encumbrances of any nature ("Encumbrances") that would adversely affect

the Merger or the exercise or fulfillment of the rights and obligations of

Parent under the Merger Agreement or of the parties to this Agreement. The

Shareholder's principal residence or place of business is set forth on the

signature page hereto.

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(b) The Shareholder has all requisite power, capacity and

authority to enter into this Agreement and to perform its obligations under this

Agreement. The execution and delivery of this Agreement by the Shareholder and

the consummation by the Shareholder of the transactions contemplated hereby have

been duly authorized by all necessary action, if any, on the part of the

Shareholder. This Agreement has been duly executed and delivered by the

Shareholder and constitutes a valid and binding obligation of the Shareholder,

enforceable against the Shareholder in accordance with its terms, subject only

to the effect, if any, of (a) applicable bankruptcy and other similar laws

affecting the rights of creditors generally and (b) rules of law governing

specific performance, injunctive relief and other equitable remedies.

(c) The execution and delivery of this Agreement by the

Shareholder does not, and the Shareholder's performance of the obligations under

this Agreement will not: (a) conflict with, or result in any violation of any

order, decree or judgment applicable to the Shareholder or by which the

Shareholder or any of the Shareholder's properties or the Shares are bound; or

(b) result in any breach of or constitute a default (with notice or lapse of

time, or both) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, or result in the creation of any Encumbrance

on, any of the Shares pursuant to any contract to which the Shareholder is a

party or by which the Shareho