EXHIBIT 4.1

Resolutions adopted by the Board of Directors of the Company on January 19, 1999
establishing the Plan:

               RESOLVED that it would be in the best interest of the Company to,
          and the Board hereby does, adopt a policy with regard to ownership of
          shares of Company stock by outside members of the Board; and

               RESOLVED FURTHER that pursuant to such policy: (i) 1,000 shares
          of Aztec stock, or if less, Aztec shares having a market value of
          $15,000.00, shall be granted to each new outside board member upon his
          or her election to the Board, whether such election is held by the
          Board during a fiscal year or is held by the shareholders of the
          Company at a meeting called for the purpose of electing directors,
          (ii) 500 shares of Aztec stock shall be granted to each outside member
          of the board after each annual meeting of the shareholders after which
          he or she continues to serve on the Board, until each board member has
          been granted 5,000 shares, inclusive of shares, if any, granted under
          (i) above, and (iii) each member of the Board shall be required during
          his or her tenure on the Board to hold a number of shares of Aztec
          stock that is at least equal to one-half the number of shares obtained
          through the direct stock grants made pursuant to (i) and (ii) above.