EXHIBIT 10.8


                      CHIEF EXECUTIVE OFFICER'S BONUS PLAN
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     RESOLVED that a Chief Executive  Officer's  ("CEO") Bonus Plan (the "Plan")
is hereby  established  to  reward  the CEO on the  success  of the  Company  in
accomplishing  the factors noted below and to retain and motivate the CEO, whose
contributions are critical to the success of the Company; and be it

     FURTHER  RESOLVED,  that the factors to be considered in making an award to
the CEO under the Plan will be the effect of changes in share price,  changes in
ratings,  acquisitions,  Company restructuring,  and other significant corporate
events; and be it

     FURTHER RESOLVED, that all determinations  regarding the achievement of any
such  factors and the amount of any award shall be made by the  Committee in its
sole and absolute discretion and awards, if any, shall be paid, in cash, as soon
as practicable after the close of the year for which they were made; and be it

     FURTHER RESOLVED,  that the actions and  determinations of the Committee on
all matters  relating to the Plan and any awards  thereunder  shall be final and
conclusive  and no member of the Committee  shall be liable for any action taken
or  determination  made in good  faith  with  respect  to the Plan or any  award
thereunder; and be it

     FURTHER RESOLVED, that the Company shall withhold from any award paid under
the Plan an amount sufficient to satisfy any applicable governmental withholding
tax requirements related thereto; and be it

     FURTHER  RESOLVED,  that the  Committee  may from time to time  suspend  or
discontinue the Plan or revise, amend or terminate the Plan; and be it

     FURTHER  RESOLVED,  that no provision of the Plan shall require the Company
for the purpose of satisfying any obligations  under the Plan to purchase assets
or place any assets in a trust or other entity to which  contributions  are made
or otherwise to segregate any assets,  nor shall the Company  maintain  separate
bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purpose.