EXHIBIT 10.38

                    SUMMARY OF 2004 SHORT-TERM INCENTIVE PLAN

Under the 2004 Short-Term Incentive Plan (the "Plan"), all employees of the
Company and its subsidiaries are entitled to a cash bonus based upon the
Company's consolidated net income for the 2004 calendar year. The amount of the
bonus will be a percentage, ranging from 35% to 150%, of a pre-determined target
bonus amount, based upon the level of net income achieved in relation to the
targeted level of net income for the year. The target bonus amount is a
percentage of the employee's base salary and is determined based upon the
employee's position. Employees must be employed by the Company at the time the
bonus is issued in 2005, in order to be eligible to receive payment.