Exhibit 10(j)
     Description of Stock Option Grant Practices for Employees and Officers

     Our compensation  program currently  includes the issuance of stock options
to all of our  eligible  employees  and  officers  on their  date of hire,  with
additional  options  granted  each  year  as part of the  annual  review  by the
Compensation  Committee of compensation  (see also Exhibit 10(i)). An employees'
initial grant generally vest 25% per year over a period of four years, while the
annual grants generally cliff vest 100% four years from the grant date. The goal
of our stock  option  grant  program to all  employees is to provide a generally
consistent level of option grants that vest each year.

     As part of their annual compensation evaluation, the Compensation Committee
considers the computed  value of stock options using the  Black-Scholes  pricing
model, and also takes into consideration:

     o    the total  options  outstanding  relative  to the total  common  stock
          outstanding;

     o    the  number of  option  grants  made by  comparable  companies  in the
          aggregate and for similar positions;

     o    the perceived  incentive  value of the options  currently  held by the
          employees; and

     o    the overall compensation package by the Company for that year.

     Based on these factors,  the Committee determines the appropriate number of
stock  options to set aside for issuance to new  employees  and the number to be
granted to existing  employees  who are part of the Company's  annual  recurring
grant program.  Since the price of the Company's  stock has generally  increased
over the last few years,  the  Black-Scholes  pricing  model  suggests  that the
number   of  stock   options   granted   to  each   employee   should   decrease
correspondingly,   assuming   that  other   variables   that  are  part  of  the
Black-Scholes  computation remain constant. The Committee,  following a practice
generally  used since 1999,  has reduced the number of annual  option  grants to
each employee by approximately  one-half of what the Black-Scholes formula would
suggest is necessary to maintain a consistent level of stock option compensation
for each employee,  as they believe the other factors,  noted above, should also
be taken into consideration.

     Once  overall  Company-wide  levels of cash  compensation  and stock option
grants are determined,  stock options are generally allocated among employees on
the basis of their  current  year  bonuses  which are set at the same time.  Our
executive  officers  receive a level of stock options  calculated using the same
percentage of bonuses as the other employees in the management and  professional
group, using the same  classifications of employees  referenced in Exhibit 10(i)
third  level even  though  their  bonuses  are paid at the fourth  level.  These
classifications  of employees  for cash bonuses and stock  options are generally
based  upon the level of base  compensation.  All  options  are  granted  at the
prevailing  market  price for our common stock and only have value if the market
price of the common stock increases after the date of grant.  All of the options
granted  under the option  plan  expire ten years from the date of grant and, to
the extent  allowed under the United States federal income tax laws, are granted
as incentive stock options.

     Currently we plan to discontinue the use of stock options effective July 1,
2005. Future grants to new employees and recurring grants to existing  employees
will be made with stock  appreciation  rights  payable only in stock rather than
stock options. The allocation methodology and practice is expected to remain the
same.  This  change  will not impact the  employees'  level of  compensation  or
potential  economic  benefit,  but  will  benefit  all  shareholders  as it will
significantly  reduce the amount of  dilution  caused by the  issuance  of stock
options.