EXHIBIT 4.4


Resolutions adopted by the Board of Directors of the Company on March 28, 2000
amending the 1998 Nonstatutory Stock Option Plan and the 1997 Nonstatutory Stock
Grants:

               RESOLVED, that the term of stock options held by a Director who
          retires (whether by resignation or by expiration of his or her term of
          office) from the board within six months of the date of an annual
          meeting of shareholders held on a date on which he or she would be in
          excess of seventy (70) years of age, shall not terminate as a result
          of his or her retirement but shall continue until terminated by the
          provisions of such stock options relating to the term of such options,
          death or disability; provided, however, no unvested stock options
          shall vest during the period after service as an active Director by
          virtue of the extension of the term provided by this resolution.