EXHIBIT 10.5



DESCRIPTION OF EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN OF THE COMPANY (401K)



Profit Sharing / 401(k) Savings Plan

The Company also maintains an employee stock ownership and
savings plan (the "Profit Sharing/Savings Plan"), which is
designed to provide discretionary contributions by the Company to
eligible employees' accounts based upon the profitability of the
Company and to provide a means of voluntary tax-free salary
deferral for employees pursuant to Section 401(k) of the Internal
Revenue Code.  The profit sharing aspect of the Profit
Sharing/Savings Plan provides for discretionary contributions by
the Company in the form of the Company's common stock or cash
which will be used predominantly to purchase common stock of the
Company.  The Company may, at its sole discretion, credit
eligible participants' accounts with cash or the Company's common
stock of up to three percent of the employee's annual
compensation.  Eligibility requirements, vesting parameters,
termination and distribution rules are substantially identical to
those of the Pension Plan.

The Profit Sharing/Savings Plan also contains a 401(k) salary
deferral provision, which enables eligible employees to defer a
percentage of their annual compensation, not to exceed the
maximum amount permitted under the Internal Revenue Code.  The
Company also matches, dollar-for-dollar, the amount deferred by
eligible employees, for a maximum matching contribution of three
percent of the participant's annual compensation.  Participants
may direct their deferral compensation, including any matching
contributions, into several investment alternatives.