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                                                                  EXHIBIT 10-c-7

                                SEPTEMBER 8, 1999

ACCELERATION OF VESTING OF RESTRICTED STOCK -- REPURCHASE OF RESTRICTED SHARES
AND LOANS TO OFFICERS

D. Decker updated the Board on the acceleration of the vesting of certain of the
Company's restricted common stock and noted that the restriction would lapse
during a period of time in which company officers and certain other "insiders"
were precluded from selling any shares on the public market. After discussion
and upon motion duly made and seconded, it was approved unanimously:

               WHEREAS, this Board of Directors adopted resolutions effective
         July 2, 1999 (the "July 2 Resolutions") providing for the acceleration
         of the earning of all shares of restricted Common Stock of the Company
         issued to employees or new hires under the Company's 1999 Long-Term
         Incentives Plan pursuant to the Company's Horizons, ICP, Key
         Contributor and MBO programs for fiscal year 1999 (the "Restricted
         Shares") whereby the Restricted Shares will be earned on October 1,
         1999 upon the satisfaction of the conditions set forth in the July 2
         Resolutions, as determined by this Board of Directors or by the
         committee of this Board established pursuant to the July 2 Resolutions
         (the "Acceleration"); and

               WHEREAS, the holders of the Restricted Shares will be subject to
         withholding tax with respect to such Restricted Shares upon such
         Restricted Shares being earned; and

               WHEREAS, in order to facilitate the payment of such withholding
         taxes by certain executive officers and employees of the Company (who
         are set forth on Exhibit A attached hereto) who are subject to certain
         restrictions on their ability to resell shares of Common Stock of the
         Company ("Insiders"), including the Restricted Shares, the Company
         desires (i) to purchase from each such Insider up to that number of
         Restricted Shares which shall yield proceeds to such Insider sufficient
         to pay taxes required to be withheld by law with respect to such
         Restricted Shares when such Restricted Shares are earned, at a price
         per share equal to the average of the daily sale prices of the
         Company's Common Stock over a five-day period to be determined by
         Credit Suisse First Boston Corporation and (ii) to make a loan to each
         such Insider who does not sell such Restricted Shares to the Company or
         otherwise tender funds sufficient to pay the withholding tax with
         respect to such Insider's Restricted Shares, which loan shall be in the
         principal amount required to yield proceeds to such Insider sufficient
         to pay taxes required to be withheld by law with respect to such
         Restricted Shares when such Restricted Shares are earned and shall be
         secured by all such Insider's Restricted Shares; and


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               WHEREAS, this Board of Directors acknowledges that such
         repurchases of Restricted Shares by the Company will not impair the
         capital of the Company; and

               WHEREAS, in the judgment of this Board of Directors, such loans
         to the Insiders may reasonably be expected to benefit the Company; and

               WHEREAS, the directors acknowledge that D.W. Decker has a
         financial interest in the actions effected by this Consent as to
         certain Restricted Shares granted to him and that Mr. Decker is
         executing this Consent insofar as it pertains to his Restricted Shares
         only because Section 141(f) of the Delaware General Corporation Law and
         the Company's By-Laws require that action by written consent be taken
         by all directors of the Company;

               NOW, THEREFORE, BE IT RESOLVED, that in connection with the
         Acceleration, the Company be, and it hereby is, authorized and
         empowered to repurchase from each Insider up to that number of
         Restricted Shares which shall yield proceeds to such Insider sufficient
         to pay taxes required to be withheld by law with respect to such
         Restricted Shares when such Restricted Shares are earned, at a price
         per share equal to the average of the daily sale prices of the
         Company's Common Stock over a five-day period to be determined by
         Credit Suisse First Boston Corporation; the consideration to be paid by
         the Company for such Restricted Shares to be paid from the surplus of
         the Company; and further

               RESOLVED, that shares of the Company's Common Stock acquired by
         the Company pursuant to the immediately preceding resolution be held in
         the Treasury of the Company; and further

               RESOLVED, that in connection with the Acceleration and in
         accordance with Article VI, Section 2 of the Company's By-Laws and
         Section 143 of the Delaware General Corporation Law, the Company be,
         and it hereby is, authorized and empowered to make a loan to each
         Insider who does not sell Restricted Shares to the Company or otherwise
         tender funds sufficient to pay the withholding tax with respect to such
         Insider's Restricted Shares, which loan shall (i) be in the principal
         amount required to yield proceeds to such Insider sufficient to pay
         taxes required to be withheld by law with respect to such Restricted
         Shares when such Restricted Shares are earned, (ii) be secured by all
         such Insider's Restricted Shares, (iii) bear interest at a rate per
         annum not less than the then applicable Short-Term Applicable Federal
         Rate under Section 1274(d) of the Internal Revenue Code on the date of
         the loan and (iv) be due and payable not later than the earliest to
         occur of (A) any sale of such Insider's Restricted Shares, (B) 10 days
         following the termination of such Insider's employment with the Company
         for any reason and (C) October 1, 2000; and further


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               RESOLVED, that each of (i) the form of promissory note (the
         "Note") attached hereto as Exhibit B to be executed by each Insider
         receiving the loan referred to in the preceding resolution and (ii) the
         form of pledge agreement (the "Pledge Agreement") attached hereto as
         Exhibit C to be executed by each Insider receiving the loan referred to
         in the preceding resolution and securing such Insider's Restricted
         Shares, be, and each of them hereby is, approved and adopted and that
         the officers of the Company be, and each of them hereby is, authorized
         and empowered, in the name and on behalf of the Company, to accept
         Notes and Pledge Agreements executed by such Insiders in substantially
         such forms, with such omissions or insertions therein as may be
         approved by the officer accepting the same, such officer's acceptance
         thereof to be conclusive evidence of such approval; and further

                  RESOLVED, that the officers and the Assistant Secretaries of
         the Company be, and each of them hereby is, authorized, in the name and
         on behalf of the Company, to take or cause to be taken such other
         actions and to execute and deliver, or cause to be executed and
         delivered, such instruments, certificates and other documents as any of
         them may deem appropriate to carry out the purpose and intent of the
         foregoing resolutions.


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