CERTIFICATE

         I, Peter L. McCorkell,  the duly elected and acting  Secretary of Fair,
Isaac and Company,  Incorporated,  a Delaware  corporation  ("the Company"),  do
hereby  certify that the following  resolutions  are true and correct  copies of
resolutions  which were duly adopted by the Board of Directors of the Company at
a meeting held on September 29, 1998:

         RESOLVED,  for fiscal  1999,  the  revenue  and profit  factors for the
         Company's  Officers'  Incentive Plan, the Exempt  Employees' Bonus Plan
         and other plans using said factors shall be as follows:

         []       Incentive Plan Profit Margin results:

         o        9% margin                minimum tolerable (P = -0.5)
         o        14% margin               acceptable ("on target"; P = 0.0)
         o        19% margin               excellent (P = 0.5)
         o        24% margin               outstanding (P = 1.0)

         []       Incentive Plan Revenue Growth results:

         o        9% growth               minimum tolerable (P = -0.5)
         o        17% growth              acceptable ("on target"; P = 0.0)
         o        25% growth              excellent (P = 0.5)
         o        33% growth              outstanding (P = 1.0)

         The multiplier formula shall remain:

             Multiplier = 1 + 1.5 x P + 0.5 x R

I  further  certify  that the  foregoing  resolutions  have not been  rescinded,
modified or amended  since their  adoption  and are  currently in full force and
effect.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 16th day of December, 1998.


                                        ________________________________________
                                                 Peter L. McCorkell
                                                 Secretary

                                       1

                                                                    Exhibit 10.1