Exhibit 10.19

             SUMMARY OF COMPENSATION ARRANGEMENTS WITH ALL DIRECTORS

         The following summarizes the current compensation and benefits received
by the Company's directors. It is intended to be a summary of existing
arrangements, and is in no way intended to provide any additional rights to any
director.

Retainer Fees

         As of January 1, 2005, the non-executive chairman of the Board of
Directors will be paid $30,000 per annum.

Meeting Fees

         All directors receive $1,000 attendance fee for attendance at each
Board meeting.

Equity Compensation

         None.

Reimbursement of Expenses

         All directors are entitled to reimbursement of expenses for all
services as a director.