Exhibit 10



 RESOLULTION OF THE BOARD OF DIRECTORS ADOPTED NOVEMBER 16, 1999


     RESOLVED, that the Company establish a Senior Executive
Bonus Pool for fiscal 1999 payable to Herbert F. Imhoff, the
Company's Chairman of the Board and Chief Executive Officer, and
to Herbert F. Imhoff, Jr., the Company's President and Chief
Operating Officer, with the total sum of the pool to be divided
between the two executives, with 65% of the bonus pool to be paid
to Herbert F. Imhoff, Sr. and the remaining 35% of the bonus pool
to be paid to Herbert F. Imhoff, Jr.

The Executive Bonus Pool will be equal to a total amount based
upon the following contingency formula:

    No executive bonus will be earned unless the Company's
  consolidated pretax earnings before executive bonuses exceed
  $5,000,000.

    If consolidated pretax earnings before executive bonuses
  exceed $5,000,000 but are less than $5,500,000 a bonus amount
  equal to 20% of the Company's pretax earnings before executive
  bonuses which exceed $5,000,000 will be accrued and added to the
  Executive Bonus Pool.

    If consolidated pretax earnings before executive bonuses
  exceed $5,500,000, a bonus amount equal to 25% of the Company's
  pretax earnings before executive bonuses which exceed $5,000,000
  will be accrued and added to the Executive Bonus Pool.

The contingency terms of this Executive Bonus Pool formula merely
establishes the year-end bonus percentage rate and are not
cumulative ... one rate (20%) or the other (25%) will determine the
total amount of the bonus pool.