EXHIBIT 4.1

                                   RESOLUTIONS

     WHEREAS, the Company is indebted to the members of its Board of Directors
for services rendered and expenses incurred in connection with the business of
the Company.

RESOLVED, that in payment for past due fees and expenses to the members of the
Board of Directors and in lieu of cash the Company hereby grants each Director
50,000 shares of the Company's common stock, valued at $.20 per share, to be
registered in a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission ("SEC") promptly after the Company becomes
current in all if its filing obligations under the Securities Exchange Act of
1934 (the "Exchange Act").