Exhibit 10.38


                        DESCRIPTION OF ARRANGEMENT WITH
                          SOMERSET CENTRAL CORPORATION



     T. Jerome Madison is Vice President, Chief Financial Officer, Secretary and
     a Director of the Company.  Mr. Madison's services are provided to the
     Company under an oral agreement between the Company and Somerset Central
     Corporation, a New Jersey corporation, of which Mr. Madison is the sole
     stockholder, director and officer.  The arrangement calls for monthly
     payments of $13,750 plus out-of-pocket expenses.  For the year ended
     December 31, 1994, the Company recorded approximately $180,000 for services
     rendered under the agreement.