EXHIBIT 10.2

                          OTHER ARRANGEMENTS


LIFE INSURANCE POLICY

     In the third quarter of 2001, the Company's Board of Directors
(the "Board") directed the transfer to the Company's Chairman and
Chief Executive Officer (the "CCEO") of a life insurance policy on his
life with a cash value of approximately $251,000. This policy and life
insurance policies for another executive had been issued prior to the
Company's going public in 1989. In connection with its determination
that the policy should be transferred to the CCEO, the Board
considered historical information and other relevant matters relating
to the policy, including the fact that several life insurance policies
on the other executives life had previously been transferred to that
executive. It is anticipated that the cash value of the life insurance
policy will be considered compensation to the CCEO for tax purposes.


EXPENSE REIMBURSEMENT

     In the third quarter of 2001, the CCEO submitted statements to
the Company for reimbursement of certain expenditures made by the CCEO
on behalf of the Company in the current year and prior years for which
the CCEO had not previously been reimbursed. In August 2001, the
Company reimbursed the CCEO approximately $204,000 in connection with
such statements. It is anticipated that a substantial portion of such
amount will be considered compensation to the CCEO for tax purposes.