EXHIBIT 4.01

RESOLVED, that the shares of Common Stock earlier issued to Charles S. Arnold, 
Baraban Securities Incorporated, William T. Walker, Jr. and William N. Silvis 
for services as advisors to the Corporation be herewith denominated as having 
been issued pursuant to the "Advisor Compensation Plan;" and

FURTHER RESOLVED, that the Corporation register the shares held by such persons 
on Form S-8, or such other SEC form as may be appropriate, so that such advisors
may resell the shares so acquired.

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