EXHIBIT 10.33

SUMMARY OF COMPENSATION ARRANGEMENT WITH DAVID W. SCHROEDER

      Mr. Schroeder serves as the Company's Chief Financial Officer, but is
seeking an executive position outside of the Company. The Compensation Committee
of the Board has agreed to continue Mr. Schroeder's salary and benefits while he
remains employed by the Company to a date not later than May 31, 2004 ; and to
pay an amount equal to his base salary for a period of six months following
termination of employment with the Company. While employed, Mr. Schroeder will
be eligible for participation in the Company's bonus plan. He is also eligible
for Company paid executive placement consulting services.