EXHIBIT 10.23

                    RESOLUTION AUTHORIZING THE ASSIGNMENT OF
                    THE "THREE TIMES SALARY" GROUP CARVE-OUT
                     LIFE INSURANCE POLICIES TO THE OFFICERS
                      IN THE EVENT OF A CHANGE OF CONTROL;
                          AUTHORIZING CERTAIN OFFICERS
                        TO PURCHASE HEALTH CARE COVERAGE
                       FROM THE CORPORATION AT COBRA RATES
                   UNTIL THE OFFICERS ARE MEDICARE ELIGIBLE OR
              RE-EMPLOYED, IN THE EVENT OF A CHANGE OF CONTROL; AND
                     AUTHORIZING THE CORPORATION TO PROVIDE
                 PROFESSIONAL OUTPLACEMENT SERVICE TO ANY OF THE
                     OFFICERS UP TO A MAXIMUM OF $5,000 PER
                OFFICER IF THE OFFICER'S EMPLOYMENT IS TERMINATED
                     WITHIN ONE YEAR OF A CHANGE OF CONTROL

                  NOW, THEREFORE, BE IT RESOLVED, that in the event of a change
         of control followed by the termination of the employment of any officer
         (whether elected or appointed) of the corporation within one (1) year
         after (or substantially concurrently with) such change of control,
         under circumstances in which such officer is entitled to receive the
         "Deferred Compensation Amount" benefit under his "Deferred Compensation
         Agreement" with the corporation (or, in the case of Mr. Lestina, the
         "Severance Benefit" under his Severance and Non-Competition Agreement,
         and in the case of Mr. Fryda, if he would have been entitled to such a
         benefit were he a party to a Deferred Compensation Agreement on the
         same terms as the other Vice Presidents of the corporation), such
         officer shall be entitled, in addition to any benefits to which he is
         entitled under his existing agreements with the corporation:

                  (1)      to have assigned to him, at no cost, the "three times
                           salary" group carve-out life insurance policy
                           insuring his life;

                  (2)      subject to the qualifications set out below, to
                           purchase health care coverage from the corporation,
                           at the prevailing COBRA rates in effect from time to
                           time, for a continuous period of time until such
                           officer is Medicare eligible or at such time as such
                           officer is re-employed and provided with health care
                           coverage from another source (provided, that this
                           provision shall not apply to Messrs. Lestina and
                           Ranus, who have other contractual arrangements with
                           the corporation); and



                  (3)    to professional outplacement services, at the expense
                         of the corporation, at a cost up to a maximum of $5,000
                         per officer.

                  FURTHER RESOLVED, that the right to purchase health insurance
         coverage provided in paragraph (2) of the preceding resolution is
         subject to the following: (i) the coverage shall be such as is
         available from time to time under the group plan offered by the
         corporation to its employees generally; (ii) it shall be effective only
         for so long as the corporation continues to offer such coverage to its
         employees generally; and (iii) it shall be effective only if and to the
         extent that the officer remains insurable under any third party
         insurance (including any so-called "stop loss" insurance used in
         connection with a self-insured plan) the corporation has in effect in
         connection with such plan;

                  FURTHER RESOLVED, that it is intended that the rights granted
         under these resolutions be enforceable by the officers individually,
         subject to the following resolution;

                  FURTHER RESOLVED, that these resolutions may be amended,
         repealed or rescinded by the Board of Directors at any time prior to
         the occurrence of a change of control, but not thereafter;

                  FURTHER RESOLVED, that the Secretary is directed to provide
         notice of this resolution to each of the 12 officers as soon as
         practicable after this meeting.