Exhibit 99.4

             Resolution regarding non-employee director compensation

     RESOLVED,  that,  effective  immediately  following the Corporation's  2005
Annual Meeting of Stockholders, scheduled to be held in December 2005 (the "2005
Annual  Meeting"),  each  non-employee  director  of the  Corporation  shall  be
entitled  to  receive  (i) a cash  retainer  at the rate of  $10,000  per  annum
($25,000 in the case of the non-executive Chairman of the Board), which shall be
payable in equal  quarterly  installments,  commencing  with the  organizational
meeting of the Board of Directors immediately following the 2005 Annual Meeting,
provided that,  subject to approval of such right by the Company's  stockholders
at the 2005 Annual  Meeting,  such  non-employee  director  may, in lieu of such
retainer,  elect, at or prior to the applicable  annual meeting of stockholders,
to receive  $12,000  ($30,000 in the case of the  non-executive  Chairman of the
Board) of the Corporation's Common Stock (valued at the fair market value of the
Corporation's  Common  Stock on the date of the  applicable  annual  meeting  of
stockholders of the Corporation,  such fair market value to be determined in the
same manner as determined under the  Corporation's  2003  Non-Employee  Director
Stock Option  Plan),  which shares shall be subject to  forfeiture  in the event
such  non-employee  director  resigns or is removed for cause preceding the next
annual meeting of stockholders of the Corporation, (ii) a fee of $1,000 for each
meeting  of  the  Board  attended  in  person   (whether   attended  in  person,
telephonically  or by other electronic  communication),  (iii) a fee of $500 for
each  member  of  the  Board's  Audit,  Compensation  and  Nominating/Governance
Committees  (except that the Chairman of those  Committees will receive a fee of
$1,000) for each meeting of that Committee attended (whether attended in person,
telephonically or by other electronic  communication),  (iv) a fee of $1,000 for
each member of the Board's new Executive  Committee (except that the Chairman of
that  Committee will receive a fee of $2,000) for each meeting of that Committee
(whether   attended   in   person,   telephonically   or  by  other   electronic
communication)  and (v)  reimbursement  for their  reasonable  travel  and other
expenses incurred in attending Board and Committee meetings.