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.  Payment may be in the form of  cash
or  stock.  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.