Exhibit 10.23
                                BOARD RESOLUTION
                                AUGUST 19, 1999

Amendment to the Law Companies Group, Inc. 1990 Stock option Plan

Resolved:

WHEREAS Section 7.5(a) of the Law Companies  Group,  Inc. 1990 Stock Option Plan
(the "Plan") provides that the Committee charged with the  administration of the
Plan shall have  discretion  to determine  the schedule by which the grant of an
option under the Plan shall vest and become exercisable; and

WHEREAS,  Section 7.5(b) of the Plan provides that a percentage of the shares of
stock  subject  to  options  granted  under the Plan  shall  become  vested  and
exercisable  "On each  Valuation  Date  following  the date  that an  Option  is
granted," and "Valuation Dates" under the Plan occur each December 31st; and

WHEREAS, notwithstanding that Section 7.5(a) of the Plan clearly grants complete
discretion  to the  Committee as to the vesting  schedule of any option  granted
under the Plan,  Section  7.5(b)  could be  interpreted  to  conflict  with such
provision,  is unclear as to its  meaning and  intent,  and thereby  could cause
ambiguity within the Plan document and difficulty in its interpretation; and

WHEREAS,  Article IV of the Plan allows the  Committee to interpret the Plan and
to make all other  determinations  necessary or advisable for the administration
of the Plan,  and pursuant to such  authority  the  Committee  has  consistently
interpreted  subsections  (a) and (b) of Section 7.5 of the Plan together  allow
the Committee complete discretion with respect to the vesting of options granted
under the Plan; and

WHEREAS,  the Board agrees with the  interpretation of the Plan by the Committee
with  respect to the  interpretation  of Sections  7.5(a) and (b), and wishes to
ratify and effectuate such  interpretation  and clarify any potential  ambiguity
under Sections 7.5(a) and (b) of the Plan by an amendment to the Plan; and

WHEREAS,  Article X of the plan allows the Board to amend and modify the Plan at
any time subject to certain restrictions not relevant to the considerations here
present;

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby amend the Plan (I) by
deleting   subsection   (b)  of   Section   7.5,   (ii)   striking   the  phrase
"Notwithstanding  Sections  7.5(a) and  7.5(b),"  and  inserting in lieu thereof
"Notwithstanding Section 7.5(a)," and (ii) relettering subsection (c) of Section
7.5 as subsection (b) of Section 7.5, all effective retroactively as of November
8, 1990; and

BE IT FURTHER  RESOLVED,  that the Board does  hereby  ratify  and  confirm  the
administration and  interpretation of the Plan by the Committee  consistent with
the preceding resolution to November 8, 1990, the original effective date of the
Plan; and

BE IT FURTHER  RESOLVED,  that such amendment to the Plan shall not be submitted
for approval by the shareholders of the Company because (I) shareholder approval
is not required under Article X of the Plan, (ii) the Plan has consistently been
interpreted in accordance with such amendment to the Plan; and

BE IT FURTHER RESOLVED,  that appropriate officers of the Company are authorized
to take all further  actions  appropriate  and/or  necessary to  effectuate  the
foregoing resolutions.


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