Exhibit 10.25

            RESOLUTION OF BOARD OF DIRECTORS ADOPTED APRIL 1, 1999

                   AWARD OF STOCK OPTIONS TO OUTSIDE DIRECTORS
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               WHEREAS, the Board of Directors believes that it is advisable and
      in the  best  interests  of the  Company  and its  stockholders  to  award
      non-employee  directors options to purchase common stock of the Company in
      order to increase the  ownership  interest in the Company of  non-employee
      directors  whose  services  are  considered  essential  to  the  Company's
      continued progress, to align such interests with those of the stockholders
      of the Company and to provide a further  incentive  to serve as a director
      of the Company; and

               WHEREAS, the Company has sufficient treasury shares of its Common
      Stock available to provide for such awards to non-employee directors.
               NOW  THEREFORE,  BE IT RESOLVED,  that  effective  April 1, 1999,
      Martin Abrahams,  Kenneth J. Duffy,  John R. Dunne and William F. Galtney,
      Jr. are each hereby awarded  non-qualified stock options to purchase 6,500
      shares of Common Stock at the average of the highest and lowest sale price
      of the Common Stock as reported on the Composite  Transaction  Tape of the
      New York  Stock  Exchange  on April 1,  1999,  or if no sale of the Common
      Stock is reported for such date, the next preceding day for which there is
      a reported sale; and

               FURTHER RESOLVED,  that each award of options as set forth in the
      preceding  resolution  shall be  evidenced by an award  agreement  setting
      forth the number of shares of Common Stock  subject to the award and other
      terms and conditions applicable to the award and that no person shall have
      any rights  under any award unless and until the person to whom such award
      shall have been granted  shall have  executed and delivered to the Company
      an award agreement,  provided,  however that the execution and delivery of
      such an award agreement  shall not be a  pre-condition  to the granting of
      such award; and

               FURTHER  RESOLVED,  that the form of Stock Option  Agreement  for
      Non-Employee  Directors  dated  March 31, 1999 (copy  attached  hereto and
      ordered  filed in the  minute  book) is  hereby  approved  for each of the
      awards set forth in the preceding resolutions; and

               FURTHER  RESOLVED,  that the  Company  reserve and set aside from
      shares of the Company's Common Stock held in its treasury 26,000 shares of
      such Common Stock  deliverable  upon exercise of stock options approved in
      the preceding resolutions,  such reservation and setting aside to continue
      so long as and to the extent  required  to  satisfy  the  exercise  of the
      options awarded in the preceding resolutions; and


               FURTHER  RESOLVED,  that the  officers  of the Company are hereby
      authorized to execute and deliver Stock Option Agreements for Non-Employee
      Directors in the form approved in the next  preceding  resolution on April
      1, 1999  evidencing the awards approved  herein,  and to do or cause to be
      done all acts and things  necessary  and  appropriate  to  effectuate  the
      intent and purposes of this and the immediately preceding resolutions.