FURTHER  RESOLVED,  that the Notes and  Warrants,  when  issued on such
basis, shall constitute valid and binding obligations of the Corporation;

         FURTHER  RESOLVED,  that if and when any of the Warrants are exercised,
the officers of the  Corporation  be and they hereby are authorized to issue the
number of shares of Common  Stock  with  respect  to which any such  Warrant  is
exercised,  upon receipt of payment  therefor and  surrender of the  certificate
representing  any such Warrant to the  Corporation or its designated  agent with
the  exercise  form  thereon duly  completed;  and,  further that said shares of
Common  Stock,  when paid for in  accordance  with the terms of said Warrant and
when  issued  by the  Corporation,  shall  be  validly  issued,  fully  paid and
nonassessable shares of Common Stock;

         FURTHER RESOLVED,  that pursuant to Section 27 of the Rights Agreement,
the Rights Agreement is hereby amended as follows:

1. The second sentence of Section 1(a) is hereby amended in its entirety to read
as follows:

                  Notwithstanding  the  foregoing,  no  Person  shall  become an
                  "Acquiring  Person" as the result of the  acquisition  by such
                  Person  directly from the Company of  newly-issued or treasury
                  shares  of  Common  Stock  or   warrants,   options  or  other
                  securities  convertible  into Common Stock of the Company ( it
                  being  understood that a purchase from an underwriter or other
                  intermediary  in  connection  with a  public  offering  by the
                  Company  is  deemed  for  purposes  hereof  to  be a  purchase
                  directly  from  the  Company);  provided,  however,  that if a
                  person shall become the Beneficial Owner of 20% or more of the
                  shares of Common  Stock of the  Company  then  outstanding  by
                  reason  of  the   receipt   directly   from  the   Company  of
                  newly-issued  shares of Common Stock or  warrants,  options or
                  other securities  convertible into Common Stock of the Company
                  and shall,  after such direct issuance by the Company,  become
                  the Beneficial Owner of any additional  shares of Common Stock
                  of the Company other than pursuant to a Qualifying  Offer (and
                  thereafter  remains a  Beneficial  Owner of 20% or more of the
                  shares of Common Stock of the Company), then such Person shall
                  be deemed to be an "Acquiring Person"; and provided,  further,
                  that  any   transferee   from  such  Person  who  becomes  the
                  Beneficial  Owner of 20% or more of the shares of Common Stock
                  of the Company then outstanding  shall  nevertheless be deemed
                  to be an "Acquiring Person."

         FURTHER RESOVLED,  that the officers of the Company are hereby directed
to take such other action, including further amendments to the Rights Agreement,
as they deem necessary or  appropriate in the sole  discretion to effectuate the
purposes and intent of the resolutions.