EXHIBIT 99



Resolution of the Board of Directors adopted July 28, 2005 regarding the filling
of vacancies on the Board of Directors.

         RESOLVED, that whenever a director is appointed by the Board to fill a
         vacancy in accordance with the provisions of Article Seventh of the
         Company's Restated Certificate of Incorporation, including vacancies
         resulting from an expansion in the size of the Board, such Director
         shall serve subject to approval by the stockholders at the next Annual
         Meeting of Stockholders following such appointment.