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 the 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 may 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.