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                                                                   EXHIBIT 10.38

                      Summary of 1996 Incentive Pay Program

The 1996 Incentive Pay Program has two components, a cash bonus component for
all qualifying employees and, for senior level employees, a restricted stock
component implemented under the Company's 1991 Equity Incentive Plan. Award
under both components are conditioned upon attainment of certain corporate goals
set by the Compensation Committee as well as on individual performance.

Under the cash bonus component, employees are eligible to receive cash bonuses
of up to 16% of eligible salary. Restricted stock awards may range up to 10% of
eligible salary, with the number of shares issued based on the market value of
the Company's Common Stock at the beginning and end of the applicable period,
whichever is lower. Restricted stock awards vest ratably over three years, with
one-third vesting at the end of each year.