Exhibit 10.31


         Summary of Senior Management Incentive Plan


The Company's Senior Management Incentive Plan ("SMIP")
provides that participating management employees may receive
a percentage of their salary as a bonus.  Through 1999 the
President, Executive Vice President, and Senior Vice
Presidents participated in SMIP.  Beginning in 2000 certain
other key employees also became eligible to participate.
SMIP payments are calculated as a percentage of base
compensation, based on performance by the Company relative
to criteria that are established and weighted by the
Compensation Committee of the Board of Directors.  These
criteria are based on measurements of the Company's
performance deemed to be relevant to senior level managers,
and to a level of performance that is deemed to be
attainable, indicative of corporate accomplishment, and
likely to lead to corporate success.  They may be based on
general corporate objectives, or may on specific projects or
objectives relevant to particular year.  Not all
participants necessarily participate in all criteria or to
the full extent of the plan.  Criteria for the most senior
SMIP participants will generally include measurements of
stock price performance and corporate earnings.  Maximum
payouts are established on an individual basis.  Frequency
of payment, not less than annually, will be determined by
the Compensation Committee.