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                                                                   EXHIBIT 10.23

                                   UNOVA, INC.

                          CERTIFICATION OF RESOLUTIONS
                            OF THE BOARD OF DIRECTORS


        I, Virginia S. Young, duly elected Vice President and Secretary of
UNOVA, INC., a corporation organized and existing under the laws of the State of
Delaware, do hereby certify and say that the following is a true and correct
copy of the resolution duly adopted by the Board of Directors of said
corporation at a meeting of said Board held on July 11, 2000, in the City of Los
Angeles, State of California, and that said resolution, not having been
modified, amended, revoked, set aside, or rescinded, remains in full force and
effect as of the date hereof:

        WHEREAS, this Board of Directors has adopted the UNOVA, Inc. Executive
        Severance Plan as previously amended on November 18, 1999; and

        WHEREAS, this Board of Directors deems it desirable that such Plan be
        further amended in the following respect;

        NOW, THEREFORE, BE IT RESOLVED, that Article II, clause (z), of the
        Executive Severance Plan, which comprises the definition of the term
        "Target Annual Bonus," be revised to read in its entirety as follows:

             "(z)  Target Annual Bonus.  The "Target Bonus" as that term is
           defined in the UNOVA, Inc. Management Incentive Compensation Plan as
           applicable to the Participant at the time of any relevant
           computation."


        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation at Woodland Hills, California, this 25th day of July,
2000.




                                             By /s/  Virginia Young
                                                --------------------------------
                                             Virginia S. Young
                                             Vice President and Secretary
[SEAL]