Exhibit 10.30


               AWARD OF STOCK OPTIONS TO OUTSIDE DIRECTORS (R2102)

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

NOW  THEREFORE,  BE IT RESOLVED,  that  effective  September  21,  2001,  Martin
Abrahams,  Kenneth J. Duffy, John R. Dunne and William F. Galtney,  Jr. are each
hereby awarded  non-qualified  stock options to purchase 10,000 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
September 21, 2001, 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 January 15, 2000 (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  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 September 21, 2001 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.