EXHIBIT 10.1

                      Compensation Plan for Michael Perry
                      -----------------------------------


     NOW, THEREFORE, BE IT RESOLVED, That the Compensation Committee hereby
     approves the following plan for Michael Perry with respect to his potential
     compensation for 1996:



          Base Salary: $400,000
                                                   
          Bonus:                              

                                                   
               Earnings Per Share      Bonus Amount
               ------------------      ------------
                                                             
               Below $0.80                    -     
               $0.80                   $100,000     
               $0.90                   $200,000           
               $1.00                   $275,000           
               $1.10                   $350,000           
               $1.20                   $425,000           
               $1.30                   $525,000           
               $1.40                   $600,000           
               $1.50                   $675,000           
               $1.60                   $750,000