EXHIBIT 4.5

          RESOLVED FURTHER, that while an Advisory Director shall not be granted
     any new stock options for his or her service as an Advisory Director, any
     unvested stock options held by an Advisory Director which had been granted
     to him or her in his or her previous capacity as an independent Director
     shall continue to vest during any period (x) between his or her retirement
     from the Board (whether by resignation or by expiration of his or her term
     of office) within six months of the date of an annual meeting of the
     shareholders held on a date on which he or she would be in excess of
     seventy years of age and (y) his or her retirement or termination as an
     Advisory Director.