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                                                                   Exhibit 10.27


            DESCRIPTION OF MANAGEMENT AND PROFESSIONAL INCENTIVE PLAN

The Management and Professional Incentive Plan (the "Plan") provides annual
incentives for management and professional staff of the Company based on
achievement of various performance criteria, including: Company pro forma
earnings per share, Company revenues, Company operating income, functional
expense control, cash collections, and specific business or personal performance
objectives. The Plan is designed to align pay more directly to financial
results, with increases and decreases in incentive pay from year to year tied to
financial targets achieved and missed, respectively. The annual incentives for
each participant contain targets for each incentive component to ensure that no
annual incentive compensation is earned for substandard performance.
Additionally, maximum limits are in effect for each incentive component
pertaining to each participant.