Amendment No. 1
BE IT RESOLVED, that the first sentence of Section 6 of the Company's 1994
Stock Plan for Non-Employee Directors be and hereby is deleted and restated in
its entirety as follows:
"The Board shall reserve for the purposes of this Plan 500,000 shares of
Common Stock of the Company (regardless of whether the 1-for-25 reverse stock
split of the Company's shares of common stock is or is not approved at the
special meeting of stockholder scheduled for August 31, 2000), but this number
may be adjusted, if deemed appropriate by the Board, as provided in paragraph
13 hereof."
AND FURTHER RESOLVED, that this Amendment shall be effective immediately upon
receipt of approval of Stockholders of the Company (in accordance with the
requirements of applicable law and the Company's By-Laws) at the Special
Meeting of Stockholders or any adjournment or postponement thereof.
