EXHIBIT 10.22

               SUMMARY OF COMPENSATION ARRANGEMENTS WITH DIRECTORS

      Our non-employee directors receive an annual retainer of $60,000 which is
paid in quarterly installments. They also receive $1,000 in cash plus expenses
for each Board meeting or Committee meeting they attend. In addition, they
receive an annual stock option award to purchase 5,000 shares of common stock
having an exercise price equal to the fair market value of such shares on the
date of award under the provisions of our stock plans. However, in 2006, each
non-employee director received cash in lieu of stock options that were issuable
to each director but were not issued because the shares were not available under
our stock plans. Options issued to non-employee directors vest one year from the
date of grant and expire on the tenth anniversary of the date of grant.

      We pay our Lead Director an additional $7,500 in cash, our Chairman of the
Audit/Finance and Investment Committee an additional $2,500 in cash, and our
Chairman of the Leadership and Compensation Committee an additional $1,500 in
cash.

      In 2006, Mr. Albert, as Executive Chairman of the company, did not receive
additional compensation for his services as a director. Effective January 1,
2007, Mr. Albert, as our non-executive Chairman, receives the same compensation
paid to non-employee directors (other than committee meeting fees) plus an
additional stipend of $50,000. He also participates in our benefit plans.

      Mr. Brooker, as our President and Chief Executive Officer, does not
receive additional or special compensation for serving as a director. In
addition, Mr. Brooker will be entitled to receive certain payments upon our
change of control or his termination of employment.